In today’s #FridayRead we will discuss the new Office of the Registrar of Companies (ORC).
The President of the Republic of Ghana launched the Office of the Registrar under the Ghana’s Companies Act 2019, Act 992. This is an autonomous entity derived from the Registrar-General’s department.
The ORC is to handle the registration of business such as the private public companies limited and unlimited by shares, private public companies limited by guarantee including professional bodies, NGOs, CSOs, schools, churches associations, unions and external bodies as well as provide advisory services.
One of the purposes of the creation of the ORC is to advance corporate governance in businesses and companies operating in Ghana by virtue of Act 992.
As it stands now, the ORC will operate solely to take care of businesses independent of the Registrar-General’s Department although the Registrar-General’s Department will remain active in its other operations such as marriages under special license, administration of estates and intellectual property rights.

Today’s #FridayRead looks at the Minerals Income Investment Fund Act, 2018 (the “Act”)
The Act establishes a Fund to manage the interests of the Republic in mining companies and to receive all income due the Republic from mining operations as well as invest same for the benefit of Ghanaians.

• • The Fund is set up as a body corporate to carry out the following function:
  • manage, deal in and invest minerals income accruing to the Republic received by the Fund;
  • hold and manage minerals equity interest of the Republic and exercise all rights related to the minerals equity interest;
  • disburse twenty percent of minerals income received by the Fund to the Minerals Development Fund;
  • seek the best possible financial returns on investments having regard to internationally recognised best practices.

The Fund is governed by a board, members of whom are considered to stand in a fiduciary relationship with the Fund and are required to act with loyalty and in good faith as a director of a company.

It is worthy to note that the Act mandates the establishment of an Investment Advisory Committee, members of whom are required to be competent in finance, investment, economics, business management, corporate law, actuarial science or similar discipline.

Today’s #FridayRead looks at the making of by-laws by the District Assemblies under the Local Government Act, 2016 (the “Act”)
The Act provides that a District Assembly may make by-laws for the purpose of carrying out any of its functions under the Act or any other enactment.
A by-law made by a District Assembly is required to be submitted to the Regional Co-ordinating Council (the “Council”). The Council shall ensure that the by-law is consistent with this Act or any other enactment.

Where the Council rejects the by-law, it will notify the District Assembly giving reasons for the rejection. On the other hand, when the Council approves the by-law, same shall be published and the by-law shall not have effect until it has been posted on the premises of the District Assembly and in at least one other public place within the district.

In addition, the by-law will be published in a daily newspaper of national circulation or in the Gazette.

It is worthy to note that a District Assembly is authorised to specify the following as penalty for the contravention of any of its by-laws;

• • a fine of not less than GHS 1,200.00 and not more than GHS 3,000.00 or a term of imprisonment of not less than six (6) months and not more than twelve (12) months or to both the fine and imprisonment; and
  • a fine of not more than GHS 12.00 in the case of a continuing offence for each day on which the offence is continued after a written notice of the offence has been served on the offender.

Today’s #FridayRead highlights compulsory Professional Indemnity Insurance under the new Insurance Act 2022 (Act 1061)

The Professional Indemnity Insurance was introduced by Act 1061 to provide indemnity to professionals for loss or damage caused to another person arising from the following circumstances:

1. 1. Negligent act, error or omission, negligent misstatement or misrepresentation;
   2. Breach of duty of care;
   3. Dishonesty of employee of insured professional;
   4. Theft or loss of documents and data including the cost of replacing same;
   5. Legal and other costs connected with defending the claims mentioned above; and
   6. The cost of investigating and settling such a claim.

It is worthy to note that the class of persons or professional required to be indemnify under an insurance include:
Lawyers;

• • Medical Doctors;
  • Accountant;
  • Insurance Practitioners;
  • Financial and Investment Analysts; and
  • Any other profession specified by Regulations.

It is relevant to note that the failure of a professional to be indemnified under an insurance is an offence punishable on summary conviction to a fine not less than GHS 24,000.00 or a term of imprisonment not less than one (1) year and not more than five (5) years.