Have you ever wondered why your company needed a company secretary?
Company Secretary is indispensable for legal compliance, efficient administration, and effective governance within your company. Their expertise ensures your company operates smoothly and in accordance with the law, and corporate governance practices and safeguarding its reputation and success.
Each Company is required to have a Company Secretary. This requirement is not just advisable—it’s mandatory. According to section 211(6) of the Companies Act 2019 (Act 992), operating without a company sectary will result in significant penalties. Failure to appoint a Company Secretary within six months of business operations will incur a daily administrative penalty of 25 units which is equivalent to Three Hundred Ghana Cedis
Act 992 outlines specific qualifications necessary for a Company Secretary, ensuring they possess the requisite knowledge and experience to fulfill their role effectively. Thus they must possess qualifications such as:

a) professional or tertiary qualifications relevant to the role,
b) a minimum three-year apprenticeship under a qualified Secretary,
c)membership in recognized professional bodies like the Institute of Chartered Secretaries and Administrators or the Institute of Chartered Accountants, Ghana, or
d) good standing as a barrister or solicitor in the Republic.

These include professional or tertiary qualifications and membership in recognized professional bodies such as the Institute of Chartered Secretaries and Administrators or the Institute of Chartered Accountants.
The duties of a Company Secretary, as detailed in section 212 of Act 992, are essential for the smooth functioning of a company. From assisting the Board in compliance matters to maintaining statutory registers and advising directors on their responsibilities, their role is far from clerical. Thus, a mere high school graduate lacks the qualifications and qualities necessary to fulfill these responsibilities effectively.
It is therefore important for Company to have Company secretary.

Did you know that insolvency practitioners play a vital role in assisting struggling businesses in Ghana? These professionals are licensed and specialized in managing the affairs of financially distressed individuals or businesses. They are often appointed to handle cases of bankruptcy, liquidation, or restructuring for insolvent entities, such as companies or individuals.
In Ghana, insolvency practitioners are regulated and licensed to handle insolvency matters within the country. Ghana Association of Restructuring and Insolvency Advisors (“GARIA”), serves as a professional body leading corporate restructuring, business recovery, and insolvency advisory services in Ghana. The Office of the Registrar of Companies assists with the issuance of licences to insolvency practitioners, whilst GARIA serves as the regulatory authority overseeing the practice of insolvency practitioners.
GARIA offers individual membership to members of the Ghana Bar Association, Institute of Chartered Accountants, Ghana, Chartered Institute of Bankers, Ghana, seasoned business executives, and business academia. Institutional members of GARIA are corporate bodies that contribute to GARIA’s activities, while Honorary members are recognized for their outstanding contributions to business recovery or restructuring in Ghana.
Overall, insolvency practitioners in Ghana play a critical role in facilitating the orderly resolution of financial distress. They help preserve value for creditors and other stakeholders while promoting economic stability and recovery in the country.

A real estate agent, also known as a realtor, facilitates property transactions such as buying, selling, or renting on behalf of clients. The Real Estate Agency Act 2020 (“Act 1047”), was created to regulate the real estate transactions as well as real estate agents in Ghana. However, individuals involved in real estate transactions in the normal course of their personal or business affairs are exempt from the Act.
Section 22 of Act 1047 outlines that individuals are prohibited from engaging in real estate agency services, acting as real estate brokers or agents, or participating in any real estate-related business without a valid licence issued under this Act. Therefore, operating as a real estate agent in Ghana without a licence is unlawful. Prospective agents must apply for licences through the Real Estate Agency Council established by the Act.
Licences may be granted under specific conditions, including passing a qualifying examination determined by the Board of the Real Estate Agency Council or an authorized testing service designated by the Board, amongst others.
Individuals with criminal convictions related to state security, fraud, dishonesty, or moral turpitude are ineligible for licensing. Furthermore, obtaining professional indemnity insurance coverage is mandatory for licence acquisition or alternatively, applicants may engage a licensed surety company to provide insurance coverage.The issuance of licences also requires applicants to possess a Tax Identification Number.
In summary, Act 1047 governs the conduct of real estate agents in Ghana, aiming to uphold transparency and professionalism in property transactions while safeguarding the interests of individuals engaging with these agents for buying or selling properties.

In today’s Friday read, we continue our discussion on spousal property rights.

In our previous read, we discussed Kwasi and Naa’s ten-year marriage that had broken down beyond reconciliation. Naa is concerned about what she is entitled to after the divorce and has gone to see her lawyer. Naa’s lawyer explained to her the history of the distribution of spousal property upon divorce and the current position of the law.

He emphasized that according to Article 22(3), spouses are entitled to equitable access to property acquired jointly during their marriage. He also pointed out that there is currently no specific legislation governing the division of assets acquired during a marriage upon its dissolution.

In the absence of such legislation, the courts and judicial advocates have established guidelines for the allocation of marital property post-divorce. Then he explained that the first known principle with regards to spousal property is that the proceeds of a joint effort by a husband and wife and any property that the man acquires with such proceeds under customary law are the individual property of the man.

However, the court moved away from this earlier principle by stating that once there is a substantial contribution by a party, such as the contribution of money, supervision of laborers, and carrying of water to the site of construction, the said property would be deemed as joint property once a party could prove a substantial contribution.

In 2021, the Supreme Court in Adjei v Adjei emphasized the principle of “Equality is equity”. It held that property acquired during the marriage is presumed to be joint property.

The current position of the law is that, in the distribution of spousal property, the principle of substantial contribution holds. Substantial contribution could either be a direct monetary or material contribution, or a wife keeping the home by cooking for the family, preparing and performing other chores that enable the man to have peace of mind to acquire the properties during the subsistence of the marriage.

As Naa navigates the complexities of her divorce proceedings, she can draw upon these legal principles to ensure a just outcome in the division of marital assets.

Kwasi and Naa have been married for ten years. Throughout their marriage, they both worked hard and acquired several assets, including a house, cars, and savings accounts. However, their marriage broke down beyond reconciliation, and they decided to get a divorce. As they navigated the process, they learnt about spousal property rights outlined below.
Spousal property was defined In the case of Arthur v Arthur, the court defined spousal property as assets obtained by either spouse during the marriage, regardless of the contribution of the other spouse to its acquisition.
Upon the dissolution of a marriage, all marital rights and obligations between the spouses are terminated and spousal property rights arise. In Ghana, there is no specific legislation governing the division of assets acquired during the marriage upon its dissolution. In the absence of such legislation, the courts and judicial advocates have taken proactive steps to establish guidelines for the allocation of marital property post-divorce.
These guidelines have evolved over time and have successfully addressed issues related to the distribution of property between spouses.
Stay tuned for next week’s Friday read on the court’s guidelines and its current position on spousal property rights.