In Today’s Friday Read, we will be looking at the section from the Companies Act on the “Duties of a Company Secretary” in the Company Act, 2019 Act 992 (“the Act”).
In accordance with section 211 of the Act the duties of a Company Secretary include:

1. 1. assisting the Board to comply with the constitution of the company and with any relevant enactment;
   2. keeping the books and records of the company;
   3. ensuring that the minutes of the meetings of the shareholders and the directors are properly recorded in the form required by this Act;
   4. preparing and issuing out notices in the name of the company;
   5. ensuring that the annual financial statements of the company are dispatched to every person entitled to the statements as required by this Act;
   6. ensuring that all statutory forms and returns are duly filed with the Registrar;
   7. maintaining the statutory registers of the company;
   8. providing the Board with guidance as to the duties, responsibilities and powers of the Board and on the changes and development in the laws affecting the operation of companies;
   9. informing the Board of legislation relevant to or affecting meetings of shareholders and directors and their failure to comply with the legislation and reporting accordingly at any meeting; and
   10. advising the directors on their responsibilities as directors.

Let’s note that, it is safe to say a Company Secretary acts as the chief administrative officer of the company and has various responsibilities under the Companies Act of Ghana.

Sections 126 (1) of the Companies, Act 2019 (Act 992) states that:

A company shall, at least once in every year, deliver to the Registrar for registration an annual return including particulars of every member of the company, and every beneficial owner of that company and in the form and relating to the matters prescribed in the Fifth Schedule.

This means that every company in Ghana is required to file its annual returns at the Companies Registry The following classes of companies ought to file their annual returns:

1. 1. Companies Limited by Shares
   2. Companies Unlimited by Shares
   3. Companies Limited by Guarantee
   4. External Companies

It is worthy to note that, Section 126 (2) (a) of Act 992 requires a newly formed company to file its annual returns after eighteen (18) months of incorporation. . However, the company shall subsequently file for its annual returns every year thereafter.
Finally, each company which fails to file its annual returns shall be liable to pay a penalty for each day the default continues.

In Today’s Friday Read, let’s look at “Sale of food under insanitary conditions” according to the Public Health Act, 2012 Act 851 (“the Act”).
In accordance with section 52(1) food shall be sold in specific hygienic conditions, in order to ensure public health for all.
The Act provides that a person, a person shall not sell, prepare, package, convey, store or display for sale, food under insanitary conditions to the public who is not a duly appointed director of a company.
A person who contravenes subsection (1) commits an offence and is liable on summary conviction to a fine of not more than one thousand penalty units or to a term of imprisonment of not more than four years or to both.
It is important to note that every company dealing in food and drugs must register and comply with the rules and regulations of the Food and Drugs Authorities.

The E-levy, fully defined as the Electronic Transfer Levy Act, 2022 (Act 1075) imposes a levy on transfers carried out electronically through an institution or a platform such as banks, MTN Momo, Zeepay and specialized deposit-taking institutions like the rural banks and micro-finance.
Per the Administrative guidelines issued by the GRA (AG/2022/002), the following are transactions covered by the levy:

1. Mobile money transfers done inter accounts across all networks;
2. Transfers from bank accounts to mobile money wallets across all networks including lottery winnings and bet cashouts;
3. Transfers from mobile money accounts to other bank accounts and;
4. Instant transfers from a bank account to another individual bank account on an electronic platform (a threshold to be set by the Ministry of Finance);

Kindly note that ATM deposits and withdrawals are not affected by the levy, but ATM transfers are, mobile money top-ups and cashouts are also not affected by the levy and bank transfers must be from an individual but not a business account.
The following transfers are also not affected by the levy;

1. Cumulative daily transfers from an individual account below 100 Ghana Cedis;
2. Transfers to accounts owned by the same person across platforms including a joint bank account, users are however advised to update their details across multiple platforms with their Ghana Cards to enable easy identification by the system;
3. Transfer for the payment of taxes, charges, fees or services provided by the government of Ghana such as passport application fees;
4. Special merchant payments for Tax or VAT-registered entities and;
5. Transfers between Master-agent accounts such as Mobile money merchants and electronic clearing of cheques.

The levy will only be charged only the value being transferred by the sender and when there is any failed transfer or reversal of such transfer, the deducted e-levy would be reversed.

The Act regulate the exchange of foreign currency, international payment transactions
and foreign exchange transfers; to regulate foreign exchange business and other related
matters.
The Act provides that Bank of Ghana (“BOG”) is the licensing, regulatory and supervisory authority to give effect to the Act. It is interesting to note that, BOG as part of its responsibilities of implementation of the provisions of the Act, is empowered to make rules, issue notices, guidelines and manuals to ensure the effective implementation of this Act.
In light of the above, the BOG in a notice No. BG/GOV/SEC/2022/04 that prohibits institutions and individuals from pricing, advertising, receipt and making payment for goods and services in foreign currency.
It is worthy to note that the pricing, advertising, receipt and making of payment in foreign currency without a written authorization from BOG is an offence punishable on summary conviction by a fine of 700 penalty units or a term of imprisonment of not more than 18 months, or both.