STATUTORY CORPORATIONS (CONVERSION TO COMPANIES) ACT - 1993 (ACT 461)

• 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.

  • (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-
    
    (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.

  • 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.
    
    (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.
    
    (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.