ORC bans bearer shares, warns companies of sanctions

Office of the Registrar of Companies ( ORC) has formally banned the issuance, holding, and transfer of bearer shares, declaring the practice unlawful and warning companies of sanctions for non-compliance.

The directive, issued on January 2, 2026, under the Companies Act, 2019 (Act 992), takes immediate effect and applies to all companies incorporated, registered or operating in Ghana.

According to the Registrar, bearer shares—which confer ownership by mere possession and do not require disclosure of the beneficial owner—are not recognised under Ghanaian law. The Office cited sections 13, 35, 39, and 126 of the Companies Act as the legal basis for the prohibition.

The Registrar said the move is intended to strengthen corporate transparency and enforce Ghana’s commitments to beneficial ownership disclosure, anti-money laundering, and counter-terrorism financing standards.

What companies must do under the new directive, companies are required to:
Issue shares only in registered form, and maintain accurate and up-to-date records of shareholders and beneficial owners, which must be properly filed with the Office of the Registrar of Companies.

The Registrar warned that enforcement action will be taken against any company or individual found in violation of the directive. Sanctions will be applied in line with the Companies Act and other relevant laws.