Directors play an important role in the management of companies in Ghana. It is for this reason that one of the requirements for a company to be incorporated is for it to have at least two directors. Recognizing their role in a company’s development, Ghana’s Company law (the Company’s Act) has set out qualifications every director must meet before appointment. This article outlines the legal requirements each director must meet.
- Natural Person
According to the Companies Act, only a natural person may be appointed as a director of a company. This means that corporate bodies, partnerships, or other legal entities cannot serve as directors.
- Age
The minimum age required to be appointed a director is 18 years. Any individual not 18 years old may not legally be appointed as a director.
- Legal Capacity
The individual must be of sound mind and not legally incapacitated.
- Director’s Consent
For an appointment to be valid, the person nominated must confirm their acceptance of the position. This means that a person must provide a letter or statement in writing accepting to be the director of the company. This consent must be filed with the Registrar of Companies within 28 days.
Disqualifications of Directors
The law also provides situations under which a person is disqualified from serving as a director:
- Undischarged Bankrupts
A person who is declared bankrupt but has not been relieved from the legal obligations of bankruptcy is disqualified from acting as a director, unless permitted by a court for a period of time.
- Conviction for Fraud or Dishonesty
Any individual charged with or convicted of an offence involving fraud or dishonesty within the last five years is disqualified from being a director.
Additional Requirements for Specific Sectors
Certain sectors in Ghana, such as the banking, securities, and insurance sectors, have other qualifications that directors must meet. These sector-specific requirements are to maintain public trust and financial stability.
The qualifications for directors in Ghana are designed to promote the growth of companies. With this, only persons of good conduct and legal competence are allowed to serve as directors. Companies are advised to go beyond the minimum legal requirements in the Companies Act to promote transparency and effective administration of the company’s affairs.
