METHODIST UNIVERSITY COLLEGE GHANA

FACULTY OF BUSINESS ADMINISTRATION

DEPARTMENT OF HUMAN RESOURCE MANAGEMENT& MANAGEMENT
STUDIES
DANSOMAN & TEMA (DAY, EVENING & WEEKEND)

COURSE NAME: COMPANY LAW

COURSE CODE: MHRM 303
LECTURER: FRANK ASAMOAH

COURSE DESCRIPTION

Company Law in Ghana provides an overview of the legislations that governs companies in Ghana.
This course examines the limited liability company, partnerships and the sole trader. Topics to be
covered will include the difference between a company and a partnership, a company and the sole
trader, the formation of companies, registration, the veil of incorporation etc., corporate
management, directors, members and their meetings, majority rule minority protection (remedy
against oppression); corporate finance-shares, debentures, crystallization etc, corporate
insolvency, winding up and dissolution.

On completion of this course, students should have gained mastery of the various provisions of the
Companies Act and other principles of Company Law enunciated in the cases relevant to the
provisions of the Act and also acquired the skill to be able to use knowledge and comprehension
of the provisions of the Act and relevant knowledge in a sustained argument geared towards
solving practical problems.

COURSE OUTLINE:

1. SOURCES OF COMPANY LAW AND CLASSIFICATION OF BUSINESS

ORGANIZATION

2. THE LAW OF PARTNERSHIPS

• Definition of partnerships
• Types of partners
• The partnership Agreement
• The relationship between partners
• The relationship between partners and outsiders
• Dissolution of partnership

3. FORMATION OF COMPANIES
• Types of companies
• Promoters and pre-incorporation contracts
• Contents of the Regulation
• Certificate of incorporation and Certificate to commence business
 • The principle of artificial legal personality
• Lifting the veil of incorporation

4. CORPORATE FINANCE
• Share capital
• Capital maintenance principle
• Dividends and capitalization issue
• Charges and Crystallization

5. CORPORATE MANAGEMENT
• Appointment and removal of directors
• Duties and powers of directors
• Company secretary and auditors
• Meetings
• Majority rule, minority protection-The rule in Foss v Harbottle

6. CORPORATE DISSOLUTION
• Liquidation, winding up and dissolution
• Official liquidation
• Private Liquidation

REFERENCES

1. The Companies Act 2019 (Act 992)

2. Registration of Business Names Act, 1962 (Act 151)

3. Incorporated Private Partnership Act 1962 (Act 152).

4. Corporate Insolvency and Restructuring Act, 2020 Act (1015).

5. Justice Kusi –Minkah Premo, Kwamina Mensah, Lawrence Bruce Kyei, Company Law &
Governance of other Corporate Bodies in Ghana (2019 Inktouch Limited).

6. P. Ebow Bondzi-Simpson, Company Law in Ghana (2nd Edition Avant Associates Ltd
Accra 2009).