Registering the company is the easy part and it is covered elsewhere. This guide is the things that catch technology founders specifically.
Structure
A business name costs little and suits a solo consultancy. It gives you no separate legal personality, which means your own assets are exposed.
A company limited by shares is what you want the moment there is more than one of you, an investor, or a customer large enough to sue.
Get a shareholders’ agreement written before you need it. Two founders who agree about everything today will disagree about vesting, departure and dilution later, and the cost of writing it down now is a rounding error against the cost of not having.
— Lawyers and professional services
If any founder is not Ghanaian
This is the rule most often discovered too late. Under the GIPC Act, companies with foreign participation face minimum capital requirements, which differ for a joint venture with a Ghanaian partner, a wholly foreign-owned company, and a trading company.
- Joint venture: from $200,000
- Wholly foreign-owned: from $500,000
- Trading: from $1,000,000, plus a minimum number of Ghanaian employees
Whether a software business counts as “trading” is a question worth asking GIPC directly rather than assuming.
— The GIPC — Work permits
The offshore holding company question
Many Ghanaian startups seeking foreign venture capital incorporate a holding company in Delaware or Mauritius with a Ghanaian operating subsidiary, because that is the structure most international investors will fund.
It is normal and it is not free. It has consequences for tax, for transfer pricing between the two entities, for where your intellectual property sits, and for what happens if you never raise. Do not copy a structure off a blog.
Tax, from day one
- Corporate income tax at 25%.
- PAYE on every employee, which you deduct and remit.
- SSNIT and Tier 2, employer and employee portions.
- VAT, once taxable turnover crosses ₵200,000. Registering brings real administration, so know where the line is before you cross it.
- Withholding tax on what you pay suppliers, and withheld from what clients pay you. — Withholding tax calculator
- Annual returns to the ORC.
Get an accountant before the first employee, not after the first audit.
— Income tax and PAYE — VAT in Ghana
Data protection
If you hold personal data on Ghanaians — and a technology company does — you are a data controller under the Data Protection Act 2012 (Act 843) and are meant to be registered with the Data Protection Commission.
Widely ignored, cheap to comply with, and awkward to explain to an enterprise customer or an investor’s lawyer when you have not.
Taking payments
You will need a payment gateway or a direct arrangement with a bank or mobile money aggregator. Compare on:
- Mobile money pricing specifically, since that is most of your volume
- Settlement time to your account
- Recurring payments, if your model needs them
- What happens on a dispute, and who bears it
- Whether they will onboard a company at your stage at all
Payments businesses themselves are licensed by the Bank of Ghana. If you are building one rather than using one, that is a regulatory project as much as a technical one.
Hiring
- Employ people properly. Calling an employee a contractor to avoid SSNIT is common, and it is the employer who carries that.
- Written contracts, with what happens to intellectual property.
- Understand notice and termination before you need them.
- National service personnel and interns are a real pipeline and are cheap; treat them as training rather than as staff.
— Employee rights — Employment contract checklist
Where to be
A hot desk until there are four of you, then a small office. Registering the company needs a registered address and a GhanaPostGPS code.
Before anything else
Find out whether anyone will pay for it. Accra has a long history of well-built products for a customer who was never going to buy.