Membership of Companies: Summary (Companies Act, 2019, Act 992, Part E)
This section of the Companies Act, 2019 (Act 992) focuses on the membership of companies, including the rights and responsibilities of members, the maintenance and inspection of registers, and the mechanisms for addressing errors.
1. Members of a Company (§33)
The subscribers to the incorporation documents automatically become members upon incorporation and are entered in the register of members.
Membership extends to anyone who agrees to join the company and is listed in the register.
Members' rights, duties, and liabilities are outlined in the Act and, where applicable, the company’s registered constitution.
In share companies, members must hold at least one share and continue their membership until a valid share transfer, legal transmission, forfeiture, or death. For companies limited by guarantee, membership ceases upon death, valid retirement, or exclusion.
2. Right to Attend and Vote at General Meetings (§34)
Members generally have the right to attend, speak, and vote at general meetings. However, the company’s constitution may restrict these rights if outstanding dues on shares are unpaid.
3. Register of Members (§35)
Companies are required to maintain a register of members and beneficial owners in Ghana, recording:
Names, addresses, shareholdings, amounts paid or payable, and membership dates for each member.
Personal details of beneficial owners, including identification, nationality, nature of their interest, and whether they are politically exposed persons (PEPs).
Members must provide details of beneficial owners upon joining and update changes within 28 days.
Entries and changes must be made in the register and reported to the registrar within specific timelines.
Companies must keep records of members for at least six years after membership ceases.
Non-compliance attracts administrative penalties, and providing false or misleading information is a criminal offence punishable by fines or imprisonment.
4. Inspection of the Register (§36)
The register, including an index of names for companies with more than 50 members, must be open for inspection by:
Members, without charge.
Non-members, for a reasonable fee.
Copies of the register must be provided within ten days of request. Failure to comply results in penalties, and courts may order compliance.
5. Power to Close the Register (§37)
A company may close the register for up to 30 days annually, provided reasonable notice is given through national newspapers and electronic means.
6. Rectification of the Register (§38)
The company, members, or aggrieved parties may apply to the court for rectification of errors or omissions in the register. Courts may order:
Correction of errors.
Compensation for losses caused by errors or omissions.
Resolution of disputes regarding membership entitlement.
Companies can rectify errors without court intervention, but changes that adversely affect a person require that person’s consent.
7. Register as Evidence (§39)
The register serves as prima facie evidence of its contents unless shares are held under a depository system per the Central Securities Depository Act, 2007 (Act 733).
Key Takeaways
Part E emphasizes transparency in maintaining membership records, ensuring accountability and compliance with regulatory requirements. It provides a framework for members to exercise their rights while detailing mechanisms to resolve disputes and enforce compliance. Non-compliance incurs administrative and criminal penalties, underlining the importance of adhering to these