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STATUTORY CORPORATIONS (CONVERSION
TO COMPANIES) ACT, 1993 (ACT 461)
ARRANGEMENT OF SECTIONS
Section
1. Conversion of Specified
Statutory Corporation into
Companies.
2. Vesting of Assets, etc. in
Companies.
3. Shareholding by Government in
Successor Company.
4. Special Provisions Relating to
Banks.
5. Responsibility of Minister.
6. Transitional Provisions.
7. Dissolution of Statutory
Corporation.
8. Regulations.
9. Interpretation.
SCHEDULE
Schedule
THE FOUR HUNDRED AND SIXTY-FIRST
ACT OF THE PARLIAMENT OF THE
REPUBLIC OF GHANA
ENTITLED
THE STATUTORY CORPORATIONS
(CONVERSION TO COMPANIES) ACT,
1993
AN ACT to provide for the
conversion of specified statutory
corporations into companies
limited by shares; to provide for
the vesting of the assets and
liabilities of the statutory
corporations in the successor
companies; to provide for the
holding of shares in the companies
and for other related matters.
DATE OF ASSENT: 22nd December,
1993
BE IT ENACTED BY PARLIAMENT as
follows—
Section 1—Conversion of Specified
Statutory Corporation into
Companies.
A
company under the Companies Code,
1963 (Act 179) shall be formed and
registered after the coming into
force of this Act, for the purpose
of vesting in the company the
assets, properties, rights,
liabilities and obligations to
which any of the statutory
corporations specified in the
Schedule to this Act was entitled
or subject to immediately before
the registration.
Section 2—Vesting of Assets, etc.
in Companies.
(1) Where a company has been
formed and registered under the
Companies Code in pursuance of
section 1, the assets, properties,
rights, liabilities and
obligations of that statutory
corporation shall by virtue of
this section vest in the company
referred to in this Act as "the
successor company".
(2) Nothing in this Act shall
prevent one successor company
being registered in place of two
or more of the statutory
corporations specified in the
Schedule to this Act two or more
successor companies being
registered in place of a statutory
corporation specified in the
Schedule.
Section 3—Shareholding by
Government in Successor Company.
(1) The successor company shall
issue—
(a) to the Republic; or
(b) to any other person;
such shares in the company as the
Minister may, in consultation with
the State Enterprises Commission
direct.
(2) All shares held by the State
shall be allotted to and held in
the name of the Minister.
(3) The Minister may in
consultation with the Chairman of
the State Enterprises Commission
appoint such person or persons as
he thinks fit as his nominee for
the purposes of this section; and
any person holding shares as a
nominee of the Minister shall hold
and deal with them on such terms
and in such manner as the Minister
may direct.
(4) Nothing contained in this
section shall prevent a successor
company being registered as a
private or public company.
Section 4—Special Provisions
Relating to Banks.
Where a statutory corporation to
which this Act applies is a bank,
the provisions of this Act shall
apply to the bank, notwithstanding
any provision to the contrary in
the enactment that established the
bank, and the Banking Law, 1989 (P.N.D.C.L.
225) shall apply to the bank
registered under the Companies
Code.
Section 5—Responsibility of
Minister.
The Minister shall take such steps
as are necessary for the
implementation of the provisions
of this Act; in particular the
registration of successor
companies.
Section 6—Transitional Provisions.
(1) Any agreement made,
transaction effected or other
thing done by or in relation to a
statutory corporation to which
this Act applies and in force
immediately before the date of the
registration of the successor
company shall have effect after
that date as if made, effected or
done in relation to the successor
company in all respects.
(2) References in this Act to
property, rights, liabilities and
obligations of the statutory
corporation are references to such
property, rights, liabilities and
obligations, whether they are
capable of being transferred or
assigned by the corporation and
whether they are in Ghana or
elsewhere.
(3) Where immediately before the
date of registration of a
successor company under this Act,
there is in force an agreement
which—
(a) confers or imposes on the
statutory corporation any rights,
liabilities or obligations which
vest in the successor company by
virtue of section 2 of this Act;
and
(b) refers, whether expressly or
by implication, to a member or
officer of the statutory
corporation,
the agreement shall have effect
after the registration of the
successor company as if the
reference were to such person as
the successor company may appoint
or in default of appointment, to
the officer of the company who
corresponds as nearly as may be to
the officer of the statutory
corporation concerned.
(4) This Act does not vest in the
successor company an obligation to
retain the services of a member of
the governing body of the
statutory corporation on the board
of directors of the successor
company.
(5) All expenses incurred in the
conversion of a statutory
corporation into a company limited
by shares under this Act shall be
borne by the successor company.
Section 7—Dissolution of Statutory
Corporation.
On the date of registration of a
successor company in accordance
with this Act, the statutory
corporation or corporations in
respect of which the company was
registered shall cease to exist
and the enactment by virtue of
which the corporation or
corporations existed shall cease
to have effect.
Section 8—Regulations.
The Minister may be legislative
instrument amend the Schedule to
this Act.
Section 9—Interpretation.
In this Act unless the context
otherwise requires—
"company" means a company limited
by shares and registered under the
Companies Code, 1963 (Act 179);
"Minister" means the Minister
responsible for Finance;
"successor company" includes a
bank registered under the
Companies Code for the purpose of
this Act.
SCHEDULE
(Section 1)
1. Agricultural Development Bank
2. Bank for Housing and
Construction
3. Ghana Commercial Bank
4. National Investments Bank
5. National Savings and Credit
Bank
6. Architectural and Engineering
Services Corporation
7. Electricity Corporation of
Ghana
8. Football Pools Authority
9. Ghana Airways Corporation
10. Ghana Cocoa Board
11. Ghana Film Industry
Corporation
12. Ghana Food Distribution
Corporation
13. Ghana National Manganese
Corporation
14. Ghana National Petroleum
Corporation
15. Ghana National Procurement
Agency
16. Ghana National Trading
Corporation
17. Ghana Oil Palm Development
Corporation
18. Ghana Publishing Corporation
19. Ghana Reinsurance Organization
20. Ghana Trade Fair Authority
21. Irrigation Development
Authority
22. Omnibus Services Authority
23. Telecommunications Division of
the P & T Corporation
24. Precious Minerals Marketing
Corporation
25. State Construction Corporation
26. State Gold Mining Corporation
27. State Housing Corporation
28. State Insurance Corporation
29. State Shipping Corporation
30. State Transport Corporation
31. Tema Food Complex Corporation
32. Tema Shipyard and Drydock
Corporation.
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