Introduction

The Office of the Registrar of Companies (ORC) issued a directive on 1 July 2025, mandating all companies incorporated in Ghana before January 2020 to file their Beneficial Ownership (BO) information by 30 October 2025. This requirement stems from the provisions of the Companies Act, 2019 (Act 992) and the Companies Regulations, 2023 (LI 2473), which compel companies to disclose the individuals who ultimately own, control, or derive economic benefit from their operations.

This disclosure obligation is not merely procedural but forms part of the commitment of government to combat money laundering, terrorist financing, tax evasion, as well as to improve corporate governance.

What is a Beneficial Owner (BO)
A Beneficial Owner is the natural person who ultimately owns, controls, or benefits from a legal entity (such as a company), whether directly or indirectly.

A BO is not necessarily the person whose name appears on official documents like share certificates or incorporation records. Rather, it is the individual behind the scenes, who exerts substantial influence or reaps the rewards, even if their name is not publicly linked to the company.

Under Section 13(2)(m) of Act 992, an application for incorporation shall include the following particulars in respect of each beneficial owner of the proposed company:
(i)the full name and any former or other name;
(ii) the date and place of birth;
(iii) the telephone number;
(iv) the nationality, national identity number, passport number or other appropriate identification and proof of identity;
(v) the residential, postal or email address, if any;
(vi) place of work and position held;
(vii) the nature of the interest including the details of the legal, financial, security, debenture or informal arrangement giving rise to the beneficial ownership;
and
(viii) confirmation as to whether the beneficial owner is a politically exposed person;

The Central Register established under section 373(1) of Act 992 is responsible for capturing beneficial ownership data of legal persons and arrangements.

Categories of Beneficial Ownership
A combined reading of the First Schedule to Act 992 and Regulation 41 of the Companies Regulation, 2023 ( LI 2473), identifies through several criteria, which may apply singly or in combination such as:

1. Ultimate Ownership
This refers to individuals who directly or indirectly own shares or voting rights in a company; having substantial control through ownership, even if via intermediaries such as trusts or holding companies.

The disclosure thresholds under Regulation 44 of LI 2473 are 5% interest for Foreign Politically Exposed Persons (PEPs), companies in high-risk sectors, or companies not listed on a Recognised Stock Exchange, any interest for a Ghanaian PEP and 20% interest in all other cases.

2. Substantial Economic Benefit
This is an individual who gains significant financial benefit from the company, has a material interest in the profits, assets, or economic direction of the business, and benefits through formal or informal arrangements, even without legal ownership.

This includes silent partners or persons receiving regular dividends, payments, or indirect profits from the company.

3. Intermediary Benefit
An individual behind a transaction, even if acting through a front person or nominee, who secretly owns or controls a company, or on whose behalf decisions are made, often to conceal identity or reduce visibility.

This is critical in identifying cases of fraud, money laundering, or sanction evasion.

4. Significant Control or Influence
An individual who can appoint or remove key personnel (such as board members, CEO), exercises veto powers or has the ability to influence decisions, has authority over major company matters (strategy, borrowing, lending), can sign financial documents or operate bank accounts, not merely in an administrative capacity.

Notably, even if this power is not exercised, the mere ability to exercise it may trigger BO disclosure requirements.

Why BO Disclosure Matters

Legal Compliance
The law requires under section 35 of Act 992, that where a member of a company is not the beneficial owner, that member shall provide the company with the particulars of the beneficial owner at the time of becoming a member. A person who fails to provide this information or provides false or misleading information to the Registrar commits an offence and is liable on summary conviction to a fine of not less than one hundred and fifty penalty units and not more than two hundred and fifty penalty units or to a term of imprisonment of not less than one year and not more than two years or to both. In 2025, The Office of the Registrar of Companies (ORC) required all companies incorporated before January 2020 to file BO information by 30 October 2025. Non-compliance leads to payment of administrative penalties as the ORC Office issued a circular that effective the 12th of January, 2026, of the enforcement of a Five Hundred Ghana Cedis (GHC 500) penalty for non compliance

Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF)
BO disclosures also help prevent anonymous company ownership, often used for illicit financial flows. Shell companies being used for money laundering or corruption, Obstruction of investigations and law enforcement efforts.

Corporate Governance and Transparency
BO disclosures also increases stakeholder trust because, investors, regulators, partners, and the public know who is really behind a business. This encourages ethical business practices and conflicts of interest.

Who Must File?
All companies incorporated before January 2020 must:
Identify all Beneficial Owners according to the categories outlined,
Submit this information to the ORC by 30 October 2025,
Update information promptly if there are changes in beneficial ownership.

Conclusion
The ORC’s directive on beneficial ownership disclosure is critical for compliance for companies in Ghana. Companies yet to comply despite the deadline last year must act
swiftly to identify and disclose their real owners and controllers. Compliance not only protects companies from legal penalties but enhances their credibility and reputation. It is therefore imperative that all affected businesses prioritise this requirement and seek professional assistance where needed to disclosure is done effectively.