COMPANIES ACT - 1963 (ACT 179)

    Section - 307 - Accounts of External Company

    (1) Every external company shall, once in every year at intervals of not more than fifteen months, make out and deliver to the Registrar for registration a profit and loss account and balance sheet and, if the company is a holding company, group accounts, in the form and containing the same particulars as the accounts which, under paragraph (a) of subsection (1) of section 124 of this Code, the directors would have been required to send to the members and debentureholder of the company if it were a company formed in Ghana under this Code:

    Provided that the Registrar may accept for registration a profit and loss account, a balance sheet and group accounts prepared in the form required under the law of the place of the company's incorporation if, in his opinion, such accounts give substantially the same, or greater, information as that required to be given in the accounts referred to in section 124 of this Code.

    (2) The accounts mentioned in subsection (1) of this section shall be in a language acceptable to the Registrar.

    (3) Notwithstanding that the profit and loss account, the balance sheet and the group accounts prepared in the form required under the law of the place of the company's incorporation do not give substantially as much information as that required in the accounts referred to in section 124 of this Code, the Registrar may, in his absolute discretion, nevertheless agree to accept such accounts for registration in compliance with subsection (1) of this section; but in that event, subject as provided by subsection (5) of this section, the company shall also deliver to the Registrar for registration, in a language acceptable to the Registrar,

    (a) a profit and loss account, made out as nearly as may be in the form and containing the particulars required by section 125 of this Code and giving a true and fair view of the profit or loss, during the period to which it relates, on the company's operations in Ghana as if such operations had been conducted by a separate company formed in Ghana under this Code;

    Fourth Sch.

    (b) a statement as at the end of the company's financial year showing the company's assets locally situated in Ghana classified, distinguished and valued in accordance with the provisions of section 126 and Part II of the Fourth Schedule to this Code, and the nature and amount of any specific charges on such assets; and

    (c) a report on the account and statement referred to in the foregoing paragraphs of this subsection by an auditor qualified in accordance with section 296 of this Code, stating that in his opinion and to the best of his information the accounts and statements are in accordance with the books and records of the company and give the information required by this Code in the manner therein required and give a true and fair view of the matters therein stated:

    Provided that this subsection shall not apply to any company which,

    (a) has at any time made in Ghana any invitation to the public to acquire any of its shares or debentures or to deposit money with it; or

    (b) has issued any shares or debentures which are for the time being dealt in on any stock exchange in Ghana.

    (4) In the profit and loss account referred to in paragraph (a) of subsection (3) of this section, the company shall be entitled to make such apportionments and to add such notes and explanations as shall, in its opinion, be necessary or desirable in order to give a true and fair view of the profit or loss on its operations in Ghana and for this purpose may debit a reasonable rate of interest on capital employed in Ghana.

    (5) Notwithstanding that the Registrar agrees to accept a profit and loss account, a balance sheet and group accounts under subsection (3) of this section, he may waive compliance with paragraphs (a), (b) and (c) of that subsection or any of such paragraphs if satisfied that compliance therewith is impracticable having regard to the nature of the company's operations in Ghana.

    (6) In relation to the accounts and statements referred to in this section the Registrar shall have the same powers to modify the requirements of Parts I, II and III of the Fourth Schedule to this Code as he has in relation to companies formed in Ghana under this Code.

    (7) This section shall not apply to an external company carrying on banking business in Ghana under a licence granted pursuant to section 24 of the Companies Ordinance, (Cap. 193), or any statutory re-enactment thereof, unless such company,

    (a) has at any time made in Ghana any invitation to the public to acquire any of its shares or debentures; or

    (b) has issued any shares of debentures which are for the time being dealt in officially on any stock exchange in Ghana.

    (8) Where this section applies to any such banking company the exemptions referred to in Part IV of the Fourth Schedule to this Code shall apply to the accounts and balance sheet of such company.

    (9) If it appears to the Minister to be desirable in the public interest, the Minister may, by legislative instrument, direct that, in the case of any external company or class of external company, this section shall not apply or shall apply subject to such exceptions and modifications as shall be specified in the instrument.