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Companies (Amendment) Act,
2012 Act 835
ARRANGEMENT
OF SECTIONS
Section
1.
Section 335A inserted
2.
Transitional and saving
provisions
3.
Modification
ACT
OF THE PARLIAMENT OF REPUBLIC OF
GHANA
ENTITLED
COMPANIES
(AMENDMENT) ACT, 2012
AN ACT to
amend the Companies Act, 1963
(Act 179) to provide for
electronic transactions under
the Act and for related matters.
DATE OF
ASSENT:
PASSED by
Parliament and assented to by
the President:
Section
335A inserted
1. The
Companies Act, 1963 (Act 179) is
amended by the insertion after
section 335 of
"Electronic transactions
335A.
(1) Despite any provision of
this Act or any other enactment,
the Registrar may for purposes
of this Act authorise (a)
the formation of a company;
(b)
the reservation of a company
name;
(c)
the fling of particulars;
(d)
the conversion of a company;
(e)
the filing of annual returns and
financial statements;
(f)
the keeping and maintenance of a
register;
(g)
arrangements, amalgamations and
sale of undertakings;
(h)
the removal of a company's name
from the Register upon
cessation, dissolution or
liquidation;
(i)
reports on statistical data on
companies;
(j)
the inspection of a register;
(k)
the registration of shares and
debentures;
(/) the
transferof shares and
debentures; (m)the
alteration of shares and
debentures;
(n)
the registration of a contract
or agreement with respect to the
allotment of shares;
(0)
the registration of charges;
(p)
keeping of books of accounts;
(q) a
teleconference meeting;
(r)
the preservation of the record
of proceedings of a company in
respect of meetings;
(s)
the service of a notice or
document;
(t)
thedissolution of a company;
(u)
searches on a company register;
(v) an
offer to be made to the public
or an invitation to make an
offer to the public;
(w)payment of
fees; and
(x)
the performance of any act or
thing required to be done in
relation to paragraph (a)
to (w)
to be
effected electronically through
an electronic system in the
manner approved by the
Registrar.
(2) With
effect from a date notified in
the Gazette, the
Registrar may direct that any
matter, act or thing referred to
in subsection (1), or required
to be done under this Act, to be
submitted or done
electronically.
(3) The
Registrar shall inform clients
that desire to transact business
with the Registrar
electronically, of the
electronic system intended to be
used as the medium for the
electronic transactions and
obtain the written consent of
each client concerned to use the
designated electronic system.
(4) Without
limiting subsection (2), a
document or information may be
sent in electronic form to a
person, a company, member,
officer
of a company
or the Registrar through an
electronic system for the
performance of any act or thing
under this Act, if
(a)
the intended recipient has
consented in writing to the
despatch and receipt of the
document or information as a
substitute for the hard copy
form, at a designated electronic
address to and from the party
responsible for sending it; or
(b) it
is required by law to receive a
document or information in
electronic form.
(5) The
Registrar may by legislative
instrument make Regulations
(a) to
prescribe the mode of electronic
transactions
(i) between
companies and the general
public;
(ii) between
companies and regulatory
agencies; (iii) between
companies; and
(iv) within a
company
(b)
for application procedures for
incorporation and registration
matters by electronic filing;
(c) to
provide for the use of documents
reproduced electronically or by
other means by the Registrar as
original documents by
companies;
(d)
for electronic record keeping of
documents by companies;
(e)
for procedures for the
authentication of electronic
documents by companies;
(f)
for the use of web sites and
electronic filing addresses for
the purposes of this Act;
(g)
for the format of statutory
forms and documents for
electronic filing;
(h) to
prescribe the payment systems
for electronic filing,
electronic searches and
electronic downloads of
requested documents from the
Registrar;
(t)
for the destruction of any
document that has been recorded
or stored electronically or by
other means;
(j) to
give effect to and ensure the
efficient operation of any
device or facility; and
(k)
required for the purposes of
electronic transactions under
this Act.
(6) Where in
an enactment a person is
required to provide evidence of
a transaction in respect of a
matter specified under the
Companies
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