How to Set Up a Foundation in Ghana: Here’s What to Consider
For family businesses, HNWIs, philanthropists, and investors seeking to make a lasting impact in West Africa.
Across Africa, a new wave of philanthropy is emerging, one that blends purpose with strategy. Ghana, known for its political stability and progressive regulatory climate, has become a preferred destination in West Africa for individuals and families looking to formalize their charitable efforts through well-governed foundations.
Whether you’re a foreign investor, a family office, or a high-net-worth individual exploring social impact in West Africa, setting up a foundation in Ghana can be a meaningful way to give back but it also requires careful legal structuring and governance planning.
This article walks you through what to consider before and during the process of establishing a foundation in Ghana.
Understanding What a Foundation Means Under Ghanaian Law
In Ghana, the term “foundation” does not refer to a separate legal entity in itself. Instead, most foundations are incorporated as a Company Limited by Guarantee (CLG) under the Companies Act, 2019 (Act 992).
A Company Limited by Guarantee (CLG) is a type of legal entity typically used for non-profit or charitable organizations such as associations, foundations, and NGOs. Unlike companies limited by shares, a CLG has no share capital and no shareholders, but instead has members (guarantors) who agree to contribute a nominal amount—called a guarantee—if the company is wound up. The liability of each member is limited to this guaranteed amount, ensuring limited personal risk. Any income or surplus generated cannot be distributed as dividends but must be reinvested to advance the company’s stated objectives, which are usually for the public good or non-profit purposes such as education, culture, or social development. Under Ghana’s Companies Act, 2019 (Act 992), a CLG must have at least two members and two directors (one resident in Ghana), and its constitution must clearly outline its non-profit objects and governance structure, making it the preferred structure for organizations operating for public benefit rather than profit.
It’s important to distinguish between:
· Foundations / NGOs (typically CLGs registered with the Department of Social Welfare)
· Trusts (established under the Trustees Act for private or charitable purposes)
· Non-profit arms of existing companies (often corporate social responsibility vehicles)
Each comes with different governance, tax, and reporting implications so choosing the right one from the outset is crucial.
Key Considerations Before Incorporation
Before you begin the registration process, take time to align on the why and how behind your foundation. The most successful foundations are those built on clarity of purpose and sound governance.
1. Define your purpose clearly.
What social issue are you addressing — education, health, sustainability, or empowerment? Clearly articulating your mission helps ensure long-term direction and regulatory approval.
2. Determine your funding model.
Will the foundation rely on an endowment, periodic donations, or corporate contributions? Ghana’s banking and tax authorities may require clarity on your funding sources for compliance purposes.
3. Establish your governance framework.
Who will sit on your Board of Trustees or Directors? Independent oversight, diversity of expertise, and a defined role for the company secretary are critical governance pillars.
4. Plan for sustainability.
Foundations should be structured to outlive their founders. Consider succession planning, board renewal policies, and multi-generational engagement early on.
Insight: Many businesses underestimate the importance of governance. A well-structured foundation is not just a legal entity — it’s a legacy vehicle. Read our article on setting up a trust here
Legal and Regulatory Steps to Setting Up a Foundation
Setting up a foundation in Ghana typically follows these steps:
1. Choose a Name and Conduct a Name Search
Reserve a unique name with the Office of the Registrar of Companies. The name should not imply profit-making activities and must end with “Limited by Guarantee.”
2. Draft the Constitution
Prepare the foundation’s Constitution (Bylaws) — defining its objectives, governance structure, and membership rules. Scribe Advisory assists clients in drafting compliant and globally aligned constitutions.
3. File Incorporation Documents
Submit completed Form 3B (for CLGs) and supporting identification for all board members and officers.
4. Obtain Tax Identification Numbers (TINs)
Every director and secretary must have a Tax Identification Number from the Ghana Revenue Authority (GRA) before registration can proceed.
5. Pay Statutory Fees
Pay the applicable stamp duty and filing fees at the Registrar of Companies.
6. Register with the Department of Social Welfare (if applicable)
All charitable or non-governmental organizations must register with the Department of Social Welfare, which oversees non-profit activities in Ghana.
7. Open a Bank Account & Comply with KYC
Once registered, the foundation can open a bank account and begin operations in line with anti-money laundering (AML) and financial transparency regulations.
Governance and Board Composition
A strong governance structure is the backbone of a credible foundation. Ghana’s regulatory framework encourages organizations to maintain transparency, accountability, and independence in their boards.
Best practices include:
· Appointing at least three directors, including an independent non-founder member.
· Engaging a qualified company secretary to maintain statutory records and compliance filings.
· Holding annual meetings and maintaining proper minutes.
· Ensuring the board includes individuals with experience in finance, legal, or impact sectors.
At Scribe Advisory & Consulting, we help foundations design governance frameworks aligned with global standards — balancing local compliance with international best practice. Get started today
Tax and Compliance Obligations
While Ghanaian law provides for tax exemptions on certain charitable activities, these are not automatic. Foundations must apply for recognition as a charitable organization through the Ghana Revenue Authority (GRA).
Compliance obligations include:
· Filing annual returns and audited accounts with the Registrar of Companies.
· Maintaining accurate minutes and board resolutions.
· Renewing Social Welfare registration periodically.
Non-compliance can lead to penalties, deregistration, or loss of tax-exempt status.
Common Pitfalls to Avoid
Many well-intentioned founders make early mistakes that can create legal or governance challenges later on. Avoid these pitfalls:
· Registering without a clear operational plan or funding strategy.
· Appointing only family members or close associates to the board.
· Failing to document decisions or file annual returns.
· Mixing profit-oriented activities with charitable operations without a proper structure.
Why Choose Ghana
Ghana’s stability, transparent legal system, and growing financial sector make it a preferred base for philanthropic ventures in West Africa. The country offers:
· A predictable regulatory framework for non-profits and social enterprises.
· Ease of regional access to West African markets and communities.
· Increasing collaboration between local government and global foundations in education, healthcare, and technology.
Several African family offices, businesses, and diaspora-led initiatives have already chosen Ghana as the headquarters for their social impact work — a trend that continues to grow.
Easily Structure Legacy Through Purpose
Setting up a foundation in Ghana is more than a compliance exercise — it’s a statement of intent to create lasting social and economic value. Whether your goal is to empower communities, support education, or drive environmental change, getting the structure right from the start ensures your vision endures.
At Scribe Advisory & Consulting, we guide philanthropists, families, and investors through every step — from incorporation and governance design to compliance and board support.
If you’re a foreign investor, entrepreneur, business, or family office looking to enter the Ghanaian market, you can also read our complimentary [Foreign Investor’s Guide to Doing Business in Ghana] here for deeper insight into the local business and regulatory environment.