UNIVERSITY CAPE COAST

COLLEGE OF HUMANITIES AND LEGAL STUDIES

SCHOOL OF BUSINESS
DEPARTMENT OF ACCOUNTING
COl 'RSE: SBU303 COMP ANY AND PARTNERSHIP LAW 2019/2020
LECTURER: Mr. Francis K. Otoo, Esq
Mr. Felix A. Apraku, Esq

LEVEL 300 FIRST SEMESTER 3 CREDIT HOURS

COURSE OBJECTIVES:
Thi s is a one-semester course. The objective of the course is to introduce students
to basic principles of
Company Law, knowledge in the formation, operation, promotion of companies, registrat
ion of companies,
capacity of companies (ultra vires, intra vires), Regulations and legal environment
of Partnership and
Limited Liability Company. 'Emphasis will be on the provisions in the Companies
Act and Incorporated
Private Partnership Act in Ghana.

LEARNING EXPERIENCES

• Mainly lectures
• Active class participation
• Directed readings and student assignments
• Student Presentation

ASSESSMENT

Quiz: 20%
Group assignment (including any approved mode of assessment): 20%
End of semester Examination: 60%

TOPICS TO BE COVERED

1. Introduction
• History of Companies in Ghana.
• Overview of the Companies Act 2019, Act 992
• Overview of Incorporated Private Partnership Act, 1962 (Act 152)

2. Company formation, Promoters and Pre-Incorporated Contracts

3. Nature oflegal personality and The Veil oflncorporation

• The Corporate veil
 • Lifting the veil pursuant to th~ A c!
er express provisions of the Comp
201 9, Act 992 .) anies Act
,_·.
• Lifting the veil pursuant to other leg
islation .
• Lifting the veil by the Court
4. Officers of the Company, Sec ret
ari es and Auditors
• The Company Secretary
Powers, Duties, Statutory Duties and
Appointment of the Co mp any Sec
• The Auditor retary•
Ap poi ntm ent and Remuneration of
Auditors.
Position and Rights, Duties and Rem
oval of Auditors.
Auditors Report.
5. ·
Directors and the ir Me etin gs
• Appointment.
• Disqualifications.
• Vacancy.
• Types: Substitute Director, Alt
ernate Director, Executive. Dir ect
Director. or, Ma nag ing
• Limitations on Powers of Directo
rs.
• Duties and Powers of Directors.
• Directors' meetings.
• Removal
6. Members
• Membership of a Company .
• Members' Rights .
• Termination of membership.
• Annual General Meeting
• Extraordinary General Meeting
• Notice of meetings, Circulating
7. documents for me mb ers , Qu oru m,
The Company's Securities Pro xy , Vo ting .
• Nature of Shares .
• Preference Shares , Ordinary Sha
res and Deferred Shares
• Documents and accounts relating
to Shares
- Return of Issue of Shares
- Share Certificate
- Annual Return
- Share Deals account
- Stated Capital
- Surplus
- Income surplus
8. Debentures.
- Definition and Types of Debenture
.
- Debentures Secured by a Fixed Cha
rge.
- Debentures Secured by a Floatin
g Charge.
9. Liquidation
Introduction.
Liquidation, Winding-up and Dissol
ution ·
Commencement of Liquidation and
the Liquidator.
Private Liquidation.
Official Liquidation

2
 - Conversion from Private Liquidation.
- Special Resolution of the Company
- Petition addressed to the registrar.
- Petition to the Court.
- The official Liquidator.
10. Partnership
Meaning of ' Partnership'.
Registration requirement.
Characteristic Feature.
Relationship between the Firm/Partners with Third Parties.
Mortgages, Charges, and Accounts of the Firm.
Relation of Partners to one Another.
Winding-Up of the Firm.
11. Wrap up and Tutori als

REFERENCES
nd
Bondz i-Simp son, P. E. (2009) : Compa ny Law in Ghana. 2 ed. Accra: Avant Assoc iates

Limite d
th
ed. Sweet and Maxw ell
Davies , P. L. (1999) . Gower 's Principles of Modern Compa ny Law. 6

Kwadw o Owusu : The Business Law of Ghana. Volum e III

Incorp orated Private Partne rship Act 1962. Act 152. (Gh .)

The Companies Act 2019, Act 992 . (Gh .)

The Gower 's Report on Ghana 's Compa ny Code, 1959

Registration of Busine ss Names Act I 962 , Act 151 . (Gh.)

Trustees (Incorporation) Act 1962, Act 106 . (Gh.)

Bodies Corporate (Official Liquid ation) Act 1960, Act 180. (Gh.)

Bankin g Act 2004, Act 673. (Gh .)

Ghana Investm ent Promo tion Center Act 2013 , Act 865 . (Gh. )

Income Tax Act 2015, Act 896 . (Gh.)

Any textboo k on Compa ny and Partne rship Law