19 Dec Navigating Ghana’s Regulatory Framework for Professional Bodies: A Practical Guide
In August 2024, an official report from the Office of the Registrar of Companies (ORC) revealed certain findings regarding the standing of registered professional bodies in Ghana.[1] Per the report, only 40 out 83 registered professional bodies, were in good standing as of July 2024.[2] Furthermore, 73 professional bodies had no contact numbers on file, making it impossible for the ORC to reach their executives to update their records.[3]
The above findings from the report underscores the alarmingly low rate of regulatory compliance by professional bodies in Ghana. Accordingly, there is an urgent need for targeted education on the regulatory regime governing the establishment and operation of professional bodies in Ghana.
This blog post discusses the regulatory framework for the establishment and operation of professional bodies in Ghana. It also highlights on the mandate of the ORC in the regulation of professional bodies and outlines the procedure for registration and the necessary steps registered professional bodies must take to ensure regulatory compliance.
Mandate and Role of the Office of the Registrar of Companies
Section 353(2)(a) of the Companies Act, 2019 (Act 992) stipulates that the ORC is responsible for registering professional bodies under the Professional Bodies Registration Act, 1973 (NRCD 143), with the exception of those established by an Act of Parliament. Accordingly, the ORC is the official registrar of professional bodies in Ghana and is mandated to perform all the roles of the Registrar as outlined in NRCD 143.
In fulfilling this mandate, the ORC is tasked with registering[4] and maintaining a register of professional bodies in accordance with NRCD 143.[5]
Understanding Professional Bodies in Ghana
The legislative framework governing the establishment and operation of professional bodies in Ghana is primarily contained in NRCD 143 and Act 992.
Although NRCD 143 does not explicitly define a professional body, it provides specific qualification criteria for registration, from which a definition can be inferred. Section 5(2) of NRCD 143 provides as follows:
5(2) A professional body shall not be registered as a professional body unless it is a society, an institution or a group of persons, the members of which:
- are trained and qualified in a recognised profession; and
- are united in a common interest for the purposes of pursuing research and any other activities concerned with the progress of knowledge in that profession, and for maintaining and advancing a code of ethics and conduct among its members, and generally for the maintenance of the highest ideals of the profession.
As such, a professional body can be defined under the laws of Ghana as a society, an institution, or a group, composed of individuals who are trained and qualified in a particular field of expertise and share a common interest in advancing their field through research, knowledge dissemination, and adherence to ethical codes and standards. Any group or association that does not meet the requirements of this definition cannot be considered as a professional body in Ghana.
Registration and Qualification Requirements
A professional body established in Ghana is required to register with the ORC in accordance with NRCD 143 in order to be legally recognised as a professional body.[6]
To qualify for registration, the ORC must be satisfied that the professional body meets the qualification criteria specified under Section (5) of NRCD 143.[7] Furthermore, the total membership of the professional body must be at least seventy-five percent of all persons trained and qualified in the profession in respect of which the professional body desires to be registered.[8] Nonetheless, a professional body with fewer than fifty (50) members shall not be registered as a professional body unless the President of the Republic is satisfied that registering such a body serves the best interests of the profession.[9]
The registration process provided under Section 6(1) of NRCD 143 is outlined below[10]:
- A written application, in the prescribed form must be submitted to the ORC by the professional body.
- The application must be accompanied by the following:
- A written constitution of the professional body. The constitution must clearly state the objects of the body, the rules regulating the discipline of its members and the procedure for enforcing these rules.[11]
- A list of members of the body as of the date of the application, together with their qualifications and addresses;
- A statement detailing the activities of the body for twelve months immediately preceding the application. If the body has been in existence for less than twelve months, a statement of its activities for the period during which the body has been in existence.[12]
- The professional body must pay a registration fee of GHS 1,380.00.
The application is vetted by the ORC to ascertain whether the applicant body is qualified to be registered as a professional body in Ghana. Where the ORC is satisfied that the body meets all the requirements, registration is formalised through the issuance of a certificate and the publication of a notice in the national Gazette.[13]
The ORC recently issued guidelines regarding the steps for registering a professional body. It is reproduced below thus: [14]
- Check the availability of the name for the professional body.
- Purchase Professional Bodies Form (Form A) from the in-house bank or download it online.
- Submit a consent letter from a qualified and licensed chartered accountant registered with the Institute of Chartered Accountants Ghana.
- Submit completed and signed forms at the Company Registration Counter or apply online.
- Attach the body’s constitution and member list with qualifications and addresses.
- Pay the registration fee of GHS 1,380.00, either at the in-house bank or via the Ghana.gov payment platform.
- Optional VIP service fee of GHS 1,000.00, in addition to the processing fees.
- The application will be examined by the ORC. Upon approval the professional body will issued with the following:
- A Certificate of Registration
- A Certificate of Professional Membership
- A Certified Copy of Professional Bodies Form A.
It must be noted that if the application does not meet the qualification criteria, the ORC has the authority to refuse registration.[15] The ORC must however notify the body within seven days, providing reasons for the refusal.[16] The body can appeal the ORC’s decision to the Court of Appeal. [17]
Compliance Requirements
Registered professional bodies are required to file their annual returns with the ORC before the 31st day of January in each year in respect of the preceding year. Currently, a fee of GHS 610.00 is charged by the ORC for the filing of annual returns.[18] The annual return must include the following documents:
- a copy of the body’s audited accounts;
- an up-to-date list of its members;
- details of any changes to its constitution; and
- any other information requested by the ORC.[19]
Additionally, registered professional bodies must renew the professional membership of each member annually by paying an annual fee of GHS 30.00 per member to the ORC before the end of each calendar year.[20]
Benefits of Being Registered and Regulatory Compliant as a Professional Body
Being registered as a professional body offers significant advantages that enhance the body’s operational credibility and legal standing. Some of the benefits are listed as follows:
- A registered professional body attains the status of a body corporate, granting it perpetual succession and a common seal. This status allows the body to function with full legal capacity, which includes the ability to sue and be sued in its corporate name; the ability to acquire, hold and dispose of movable or immovable property; and the ability to enter into a contract or any other transaction in its corporate name.[21]
- Additionally, NRCD 143 empowers the governing body of a registered professional body with the authority to oversee the education and training required for individuals to qualify for membership. This responsibility ensures that the body can set standards for professional development and maintain the integrity of its field.[22]
- Registered professional bodies are empowered to establish regulations that govern key aspects such as admission, ethics, and membership cessation, aligning these regulations with its traditions and professional standards.[23] Furthermore, the body can appoint a disciplinary authority, subject to the approval of the President, to enforce ethical conduct within the profession.[24]
Conclusion
Understanding and adhering to the regulatory regime governing professional bodies is crucial for ensuring compliance with the laws of Ghana. Compliance with the regulatory framework does not only ensure that professional bodies operate within the legal boundaries, but it also helps maintain their integrity and credibility. For institutions seeking to establish a professional body, as well as existing professional bodies aiming to remain compliant and in good standing, it is essential to be familiar with the registration process and associated requirements.
Author:
Peter Korsi Simpson
Trainee Legal Associate
[1] Office of the Registrar of Companies, List of Registered Professional Bodies in Good Standing. 6 August, 2024 https://orc.gov.gh/pdf/FINAL%20Final%20Prof%20Bodies%20Release%20-new.pdf Accessed on 10-12-2024 at 12:00 GMT
[2] Ibid
[3] Ibid
[4] Professional Bodies Registration Act, 1793 (NRCD 143), section 3
[5] Ibid, section 4
[6] Ibid, section 1(1)
[7] Ibid, section 7(1)(a) and (b)
[8] Ibid, section 7(1)(c)
[9] Ibid, section 10
[10] Ibid, section 6(1)
[11] Ibid, section 6(2)
[12] Ibid, section 6(1)(c)
[13] Ibid, section 7(2)
[14] Office of the Registrar of Companies, Professional Bodies https://orc.gov.gh/services/registrations/registration-of-professionalbodies accessed on 11th December 2024 at 13:02 GMT
[15] Professional Bodies Registration Act, 1973 (NRCD 143), section 8
[16] Ibid
[17] Ibid, section 12
[18] Office of the Registrar of Companies, Professional Bodies https://orc.gov.gh/services/registrations/registration-of-professionalbodies accessed on 11th December 2024 at 13:02 GMT
[19] Ibid, section 16
[20] Ibid, section 7(3)(b)
[21] Professional Bodies Registration Act, 1973 (NRCD 143), section 1
[22] Ibid, section 2
[23] Ibid, section 14
[24] Ibid, section 13