Beneficial ownership transparency in Ghana

Introduction

The Panama Papers [3] leaked in 2016 reinvigorated global advocacy for public BO registers. Such advocacy emphasises the need for strong and robust legislation to require corporate entities to publish information on their beneficial owners. The aim is to deter and reduce bribery and corruption; guard against tax evasion and avoidance; mitigate money laundering and terrorist financing; enhance transparency in public procurement; and increase corporate and government transparency globally. Corporate entities, including multinational companies, adopt a variety of corporate vehicles that allow them to function effectively and efficiently in different jurisdictions. However, the combination and use of these vehicles gradually leads to complex, multilayered ownership structures. The Panama and Pandora Papers [4] have shown growing evidence of the misuse of such complex structures (such as shell companies, trusts, Anstalts, foundations, investment funds, joint ventures or partnerships, among other types of legal arrangements) in the context of criminal and illicit behaviours, including corruption, escaping international sanctions and funding terrorist organisations.

Efforts to achieve BOT have been intensified under the Financial Action Task Force (FATF) and its regional bodies; the United Nations Convention Against Corruption (UNCAC); and the EITI. Ghana has obligations to implement BOT under the FATF, the Inter-Governmental Action Group against Money Laundering in West Africa (GIABA) and the EITI.

• The EITI: Ghana signed up to the EITI in 2003 and remains an implementing country. Under the EITI Standard, all extractive companies that bid for, operate or invest in oil,gas and mining sectors are required to publicly disclose their beneficial owners via the existing government or public platforms (including websites, reports, etc.) or EITI reports. The new 2023 EITI Standard requires, among other aspects, full disclosure of BO information by politically exposed persons (PEPs), regardless of their level of ownership. The Standard also encourages EITI-implementing countries to adopt a threshold of 10% or lower for BO reporting.
• The European Union (EU) Directives on Anti-Money Laundering: Under the EU’s Anti-Money Laundering Directives (AMLDs), Ghana has been classified as a compliant country, following the recent reclassification of “Grey Listed” to “Compliant”, of which the lack of BO disclosure has been identified as a major threat. To avoid any potential sanctions, Ghana is required by the EU to establish a functioning BO regime.
• GIABA: Ghana is a member of GIABA, with the aim of combating money laundering and the financing of terrorist crimes by implementing the FATF Recommendations. Under FATF Recommendations 24 and 25, countries are required to maintain BO information and facilitate access to BO information to LEAs and other competent authorities, including national procurement authorities or agencies.

Since 2012, Ghana has enacted various legislative and regulatory frameworks on BO disclosure, including the newly enacted Anti-Money Laundering Act; the Companies Act; and the promulgation of several subsidiary legislations. These legislations provide the basis for collection, processing, managing and publishing BO data. Ghana is quite advanced in its BO implementation compared to many other countries in the African region. Currently, as required under the Companies Act, the ORC collects BO information during companies’ incorporation or registration. Despite the advancement in implementation, there remain some significant challenges to BO disclosure implementation. The legislation still has limited scope compared to international best practices, as it does not cover trusts and partnerships, among other forms of legal entities. There is a need for effective institutional coordination to improve BO data verification. The ORC, which leads implementation of BO disclosure, still requires additional capacity training to improve the process.

The findings from this scoping report will form the basis for engaging with various stakeholders, including the ORC and GHEITI, as well as government institutions and key stakeholders, including civil society organisations (CSOs), development partners, the media and the public.

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