COMPANIES ACT - 1963 (ACT 179)

    Section - 314 - Control of Public Invitations Relating to External Companies

    (1) If any person makes in Ghana any invitation to the public to acquire or dispose of any shares or debentures of an external company or to deposit money with any external company for a fixed period or payable at call, whether bearing or not bearing interest, then, subject as hereinafter mentioned, the provisions of Part W of Chapter II and of Part A of Chapter IV of this Code shall apply as if the external company were a public company within the meaning of this Code.

    (2) The Registrar, in his absolute discretion, may waive or modify the requirements of any of the provisions of Part A of Chapter IV of this Code in relation to any such public invitation as is referred to in subsection (1) of this section.

    (2a) Any such invitation and any prospectus relating thereto shall be deemed to comply with this Code to the extent that the Registrar has waived or modified any of such requirements. [As inserted by the Companies Code (Amendment) Act, 1994 (Act 474) s. 6].

    (3) Where the invitation to the public is a general invitation within the meaning of section 276 of this Code the prospectus, in addition to complying with the Seventh Schedule to this Code, subject to any modifications in accordance with the immediately preceding subsection and subject to section 277 of this Code, shall also contain particulars with respect to the following matters, namely,

    (a) the instrument constituting or defining the constitution of the company;

    (b) the enactments, or provisions having the force of an enactment, by or under which the incorporation of the company was effected;

    (c) an address in Ghana where copies of the foregoing or, if the same are in a foreign language, certified translations thereof can be inspected;

    (d) the date on which and the country in which the company was incorporated.

    (4) Any prospectus registered and any advertisement or circular published in connection with any such invitation shall state the country in which the external company is incorporated and the address of its principal place of business in Ghana.

    (5) Unless the provisions of this section are complied with the making of the invitation shall be deemed to be a breach of section 265 of this Code.