Has the Launch of the Office of the Registrar of Companies rendered the Registrar General redundant?

Author: Memuna Saani

INTRODUCTION

Most people who have been to the Registrar-General’s Department in Accra for a transaction can attest to how busy and crowded it usually is, which inevitably leads to delays in the completion of services.  The Registrar General’s Department was established under the Ordinance 1950 during the Colonial days. It became a department of the Ministry of Justice and Attorney General in 1961. From this time onwards, it has provided multiple essential services to the Ghanaian populace. 

Before the coming into force of the Companies Act 2019 (Act 992), the Registrar General’s Department (RGD) was responsible for ensuring efficient and effective administration of entities inter-alia the registration of Businesses, Industrial Property, Marriages, Administration of Estates and Public Trust, and for providing accurate data for national and economic development.

 

With the multiplicity of its functions, it is not surprising then that the Registrar-General’s Department was stretched, overburdened, and in need of a change. This change was accomplished by the establishment of the Office of the Registrar of Companies.

 

THE ROLE OF THE REGISTRAR OF COMPANIES

The new Companies 2019, Act 992 has caused a separation in some of the functions of the RGD as they relate to the registration of businesses. The coming into force of Act 992 means that these duties have now been entrusted to the Registrar of Companies.  Section 353 of Act 992  as follows:

“(1) The object of the Office of the Registrar of Companies is to register and regulate all types of businesses in conformity with this Act and any other relevant enactments. 

(2) To achieve the object, the Office of the Registrar of Companies shall

 (a) register

(i) business names in accordance with the Registration of Business Names Act, 1962 (Act 151), 

(ii) companies, 

(iii) partnerships in accordance with the Incorporated Private Partnerships Act, 1962 (Act 152), and 

(iv) professional bodies pursuant to the Professional Bodies Registration Act, 1973 (N.R.C.D. 147), other than professional bodies established by an Act of Parliament;

(b) appoint inspectors, a receiver or manager to ensure the effective compliance with the Act; 

(c) discharge duties and perform functions of the Office as the Official Liquidator under the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180); and 

(d) manage the finances and fixed assets of the Office of the Registrar. 

(3) The Registrar shall appoint a receiver or manager in accordance with subsection (2) of section 261.”

 (4) Without limiting subsection (1), the Office of the Registrar has the duty to undertake public education programmes to educate the general public engaged in business activities on the operation of companies, partnerships and business names.

 

HAS THE REGISTRAR-GENERAL BEEN RENDERED REDUNDANT?

Although, most people identity the Registrar-General with the registration of business, the transfer of this duty to the Registrar of Companies has not rendered the Registrar-General redundant in any way. The RGD has a host of other functions that it continues to perform even after one has been assigned to the Registrar of Companies. 

 

The following are duties that the Registrar-General through the Registrar-General’s Department (RGD) continues to perform:

 

1. Registration of patents under the Patent Act 2003, Act 657. A patent is a legal privilege given by a State Authority to inventors (and other people who derive their rights from the inventor) for a set amount of time, preventing others from using, producing, or commercializing a patented product or method. The patented invention becomes public knowledge at the end of the period during which the privilege is granted. The Registrar-General is the Registrar of Patents. Any inventor in Ghana, who creates an invention can have his invention patented either as a National Patent or one could register under the African Regional Industrial Property. Currently, the legislation provides 10 years of initial protection, which can then be renewed for an additional 10 years, for a total of 20 years. After that, the innovation would become public domain, allowing anybody to freely reproduce or copy it.

 

1. Registration of industrial designs under the Industrial Designs Act 2003 (Act 660). The Department’s registration of textile patterns is yet another crucial duty. Owners of textile designs may submit an application to the Department to have their designs registered in accordance with the Textiles Designs (Registration) Decree. The Registrar has the same authority to consider resistance and objection cases in textile designs just as it does with other intellectual properties. 

 

1. Registration of trade marks under the Trade Marks Act, 2004, Act 664. The administration of the Trade Marks Act, 1965 and the Regulations enacted thereunder is another important duty of the Registrar General’s Department. According to the Act, the Registrar-General may register upon request any mark or sign that is or is planned to be applied or attached to items that are being sold in the market in order to set them apart from comparable commodities and to link them to a certain trader. By distinguishing the source or origin of particular products from other comparable products, trademarks serve to protect the public from misunderstanding and deception. They also serve to safeguard the trade and business of the trademark owner as well as the goodwill that is associated with his trademark. 

The Registrar-General as the Registrar of Trade Marks has power under the Act to hear applicants whose designs have been rejected. The Registrar also has power to hear counter cases. He may award costs against any of the parties appearing before him. He has power to subpoena witnesses to testify before him, and the witnesses have the same privileges and immunities as before the High Court. Appeals from his decisions lie to the High Court.

1. Administrator-General under the Administration of Estates Act 1961 (Act 63). According to the Administration of Estates Act, 1961 (Act 63), the Registrar-General is the Administrator-General for Ghana and, as such, administers various estates of people who pass away in the nation either without having made any wills or without having done so at all. Any Will may name the Administrator-General as its only executor. The general public in Ghana is gradually becoming more and more aware of how the Administrator-General and his staff carry out their duties under the Act in a fair and effective manner. As a result, there are now more estates under his management.

 

1. Public Trustee under the Public Trustee Ordinance, 1952. The Registrar-General also acts as the Public Trustee of Ghana. As a result, he may be chosen to serve as a Custodian Trustee or an Ordinary Trustee of any property by an individual or the Court. By special Acts of Parliament, the Registrar-General may on occasion be charged with dissolving particular statutory or quasi-statutory organisations. The benefit of appointing the Public Trustee is that, in the extremely unlikely event that a loss results from any breaches of trust on his part, the State agrees to make up for such loss, saving the trouble and costs of appointing a new trustee at otherwise normal successive and recurrent times and needs.

 

1. Registration of marriages under the Marriage Ordinance (CAP. 127). As the country’s Principal Registrar of Marriages, the Registrar-General is in charge of all marriage districts where the Marriage Ordinance (Cap. 127) registers for marriages are kept. The Registrar General is in charge of collecting, keeping, and maintaining the records of all marriages performed in accordance with the Ordinance. In addition, he grants special licenses to parties planning a wedding when, in his opinion, unusual or exceptional circumstances prevent them from complying with the requirement that they give 21 days’ notice of their intention to wed.

 

1. Registration of books and newspapers under the Book and Newspaper Registration Act, 1961. Under this Act a copy of every book which is published in Ghana together with all maps, prints or other engravings belonging thereto, and also of any second or subsequent edition which is published shall or shall continue to be, within one month after the day on which such book is first taken out of the press delivered free of charge by the printer to the Registrar-General’s Department. The Department is obliged to maintain a Register of books and newspapers printed in Ghana. The definition of “book” in the Act includes newspaper. The Registrar-General is required to publish a memorandum detailing specific information on the books that were registered. The Register may be searched and inspected by anybody.

 

1. Serving as Custodian of Assets under the Custodian of Assets Decree, 1972. The Registrar-General is the custodian of assets under this Decree, and in relation to any assets forfeited under any enactment, he has the responsibility for: locating and creating an inventory of any such assets; collecting any rents due in relation to immovable property, and such other monies due as the Government may direct; taking such measures to safeguard any such assets as he may think fit; and maintaining accounts of all funds which come into his possession in accordance with this Decree.

 

CONCLUSION 

Rather than causing friction or creating redundancy or obsolescence, the delegation of the duties of registration of businesses which used to be part of the functions of the Registrar General’s Department to the Registrar of Companies has been beneficial as it has reduced the workload on the Registrar General Department thereby ensuring that both entities are efficient and effective in their administrative duties. 

 

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