Statutory Corporations (Conversion to Companies) Act, 1993 Act 461 (Revised Edition)

STATUTORY CORPORATIONS (CONVERSION TO COMPANIES) ACT, 1993
(ACT 461)
ARRANGEMENT OF SECTIONS
Section
1. Conversion of Specified Statutory Corporation into Companies.
2. Vesting of Assets, etc. in Companies.
3. Shareholding by Government in Successor Company.
4. Special Provisions Relating to Banks.
5. Responsibility of Minister.
6. Transitional Provisions.
7. Dissolution of Statutory Corporation.
8. Regulations.
9. Interpretation.
SCHEDULE
Schedule
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esponsibility of Minister.
6. Transitional Provisions.
7. Dissolution of Statutory Corporation.
8. Regulations.
9. Interpretation.
SCHEDULE
Schedule
1

ACT 461
REPUBLIC OF GHANA
THE FOUR HUNDRED AND SIXTY-FIRST
ACT
OF THE PARLIAMENT OF THE REPUBLIC OF GHANA
ENTITLED
THE STATUTORY CORPORATIONS (CONVERSION TO COMPANIES) ACT,
1993
AN ACT to provide for the conversion of specified statutory corporations into companies
limited by shares; to provide for the vesting of the assets and liabilities of the statutory
corporations in the successor companies; to provide for the holding of shares in the companies
and for other related matters. DATE OF ASSENT: 22nd December, 1993
BE IT ENACTED BY PARLIAMENT as follows—
Section 1—Conversion of Specified Statutory Corporation into Companies. A company under the Companies Code, 1963 (Act 179) shall be formed and registered after
the coming into force of this Act, for the purpose of vesting in the company the assets,
properties, rights, liabilities and obligations to which any of the statutory corporations specified
in the Schedule to this Act was entitled or subject to immediately before the registration. Section 2—Vesting of Assets, etc. in Companies.

specified
in the Schedule to this Act was entitled or subject to immediately before the registration. Section 2—Vesting of Assets, etc. in Companies.

(1) Where a company has been formed and registered under the Companies Code in pursuance
of section 1, the assets, properties, rights, liabilities and obligations of that statutory corporation
shall by virtue of this section vest in the company referred to in this Act as "the successor
company". (2) Nothing in this Act shall prevent one successor company being registered in place of two
or more of the statutory corporations specified in the Schedule to this Act two or more successor
companies being registered in place of a statutory corporation specified in the Schedule. Section 3—Shareholding by Government in Successor Company. (1) The successor company shall issue—
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a statutory corporation specified in the Schedule. Section 3—Shareholding by Government in Successor Company. (1) The successor company shall issue—
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(a) to the Republic; or
(b) to any other person;
such shares in the company as the Minister may, in consultation with the State Enterprises
Commission direct. (2) All shares held by the State shall be allotted to and held in the name of the Minister. (3) The Minister may in consultation with the Chairman of the State Enterprises Commission
appoint such person or persons as he thinks fit as his nominee for the purposes of this section;
and any person holding shares as a nominee of the Minister shall hold and deal with them on
such terms and in such manner as the Minister may direct. (4) Nothing contained in this section shall prevent a successor company being registered as a
private or public company. Section 4—Special Provisions Relating to Banks. Where a statutory corporation to which this Act applies is a bank, the provisions of this Act
shall apply to the bank, notwithstanding any provision to the contrary in the enactment that
established the bank, and the Banking Law, 1989 (P.N.D.C.L. 225) shall apply to the bank
registered under the Companies Code. Section 5—Responsibility of Minister.

he bank, and the Banking Law, 1989 (P.N.D.C.L. 225) shall apply to the bank
registered under the Companies Code. Section 5—Responsibility of Minister.

The Minister shall take such steps as are necessary for the implementation of the provisions of
this Act; in particular the registration of successor companies. Section 6—Transitional Provisions. (1) Any agreement made, transaction effected or other thing done by or in relation to a statutory
corporation to which this Act applies and in force immediately before the date of the
registration of the successor company shall have effect after that date as if made, effected or
done in relation to the successor company in all respects. (2) References in this Act to property, rights, liabilities and obligations of the statutory
corporation are references to such property, rights, liabilities and obligations, whether they are
capable of being transferred or assigned by the corporation and whether they are in Ghana or
elsewhere.

liabilities and obligations, whether they are
capable of being transferred or assigned by the corporation and whether they are in Ghana or
elsewhere.

(3) Where immediately before the date of registration of a successor company under this Act,
there is in force an agreement which—
(a) confers or imposes on the statutory corporation any rights, liabilities or obligations which
vest in the successor company by virtue of section 2 of this Act; and
(b) refers, whether expressly or by implication, to a member or officer of the statutory
corporation,
the agreement shall have effect after the registration of the successor company as if the
reference were to such person as the successor company may appoint or in default of
appointment, to the officer of the company who corresponds as nearly as may be to the officer
of the statutory corporation concerned. 3

in default of
appointment, to the officer of the company who corresponds as nearly as may be to the officer
of the statutory corporation concerned. 3

(4) This Act does not vest in the successor company an obligation to retain the services of a
member of the governing body of the statutory corporation on the board of directors of the
successor company. (5) All expenses incurred in the conversion of a statutory corporation into a company limited
by shares under this Act shall be borne by the successor company. Section 7—Dissolution of Statutory Corporation. On the date of registration of a successor company in accordance with this Act, the statutory
corporation or corporations in respect of which the company was registered shall cease to exist
and the enactment by virtue of which the corporation or corporations existed shall cease to have
effect. Section 8—Regulations. The Minister may be legislative instrument amend the Schedule to this Act. Section 9—Interpretation. In this Act unless the context otherwise requires—
"company" means a company limited by shares and registered under the Companies Code,
1963 (Act 179);
"Minister" means the Minister responsible for Finance;
"successor company" includes a bank registered under the Companies Code for the purpose of
this Act. SCHEDULE
(Section 1)
1. Agricultural Development Bank
2.

sor company" includes a bank registered under the Companies Code for the purpose of
this Act. SCHEDULE
(Section 1)
1. Agricultural Development Bank
2.

Bank for Housing and Construction
3. Ghana Commercial Bank
4. National Investments Bank
5. National Savings and Credit Bank
6. Architectural and Engineering Services Corporation
7. Electricity Corporation of Ghana
8. Football Pools Authority
9. Ghana Airways Corporation
10. Ghana Cocoa Board
11. Ghana Film Industry Corporation
12. Ghana Food Distribution Corporation
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13. Ghana National Manganese Corporation
14. Ghana National Petroleum Corporation
15. Ghana National Procurement Agency
16. Ghana National Trading Corporation
17. Ghana Oil Palm Development Corporation
18. Ghana Publishing Corporation
19. Ghana Reinsurance Organization
20. Ghana Trade Fair Authority
21. Irrigation Development Authority
22. Omnibus Services Authority
23. Telecommunications Division of the P & T Corporation
24. Precious Minerals Marketing Corporation
25. State Construction Corporation
26. State Gold Mining Corporation
27. State Housing Corporation
28. State Insurance Corporation
29. State Shipping Corporation
30. State Transport Corporation
31. Tema Food Complex Corporation
32. Tema Shipyard and Drydock Corporation.
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