Company Law 1 Ugbs401

THE ACCOUNTING STUDENTS ASSOCIATION
COMPILED SLIDES FOR

COMPANY LAW 1
UGBS 401
OUTLINE
FORMS OF DOING BUSINESS
Sole proprietorships
Incorporated partnerships
Incorporated companies
INTRODUCTION TO COMPANY IN GH
Introduction
Nature and scope of company law
Sources of company law
History of company law in Ghana
Importance of company law
Corporate persona
Constitutional arrangements
Fiduciary duties
Law and procedure of meetings
Financial responsibilities
Accounts
Auditing
Sum up
CONCLUSION
The word ‘company’ implies an association of a
number of individuals formed for a common
purpose.
The purpose may be to undertake business with a
view of
making profit; or
to undertake other activities of a social, educational,
religious, sporting or charitable nature, and not with a
view to making profits.
A company may be incorporated and incorporated
Profit making business activities
could be undertaken by
Partnership
Companies that are unlimited by
shares, and
Limited liability companies
The term company, body corporate and corporation
are for all practical purposes, interchangeable.
Section 1 of the First Schedule to the Companies

Act, 1963 (Act 179) states
“company means a body corporate formed and
registered under the Act or an existing company”
“body corporate” means a corporation formed under

the Act or otherwise whether in Ghana or elsewhere but
does not include a corporation sole such as an
incorporated office”
SOLE PROPRIETORSHIP
In a sole proprietorship, one typically registers a business
name and carries on business as the only owner, bearing
all of the liabilities and debts, if any, of the business
venture.
BAIDOO v SAM [1987-88] 2 GLR 666, the CA held
by the law governing corporate and unincorporated associations or
companies “Unity Salt Industry” was only the name under which the
registered proprietor, a single individual, the plaintiff, chose to trade.
Having regard to the provisions of the Registration of Business Names
Act, 1962 (Act 151), such registered business name could not be sold
because it was not a chose in action like a copyright or a patent.
There was no personal right of property in a mere name so as to sell or
purchase it.
Accordingly, the plaintiff’s claim for a declaration that the sale of
Unity Salt Industry was null and void and of no effect was untidy and
vacuous.
Baidoo v Sam [1987-88] 2 GLR 666;
In 1975 the plaintiff registered a business name “Unity Salt
Industries” (U.S.I.) under the Registration of Business Name
Act, 1962 (Act 151) .
Under that name he and one A. a policeman, produced salt from a
plot of land that had already been acquired from the Edina
Traditional Council (E.T.C.).
In 1980 A. with the consent of E.T.C. assigned the plot of land
to the defendant.
In acknowledgement of the sale A. executed a transfer certificate
in favour of the defendant.
Subsequently the plaintiff claiming that he was A.’s partner
brought action against the defendant for, inter alia, a declaration
that the purported sale of U.S.I. to the defendant was null and
void and for an order setting aside the transfer certicate
In support of his action he claimed that he and A jointly acquired
the plot of land from E.T.C. and registered and operated U.S.I. as
partners and so A. alone could not sell U.S.I. to the defendant.
If one is using his own name, there is no
need to register but if he is using a name
other than his own name, then he need to
register the name
A business name may be registered by a
natural person or a corporate body.
The procedures in registering a business
name are quit simple.
The law requires that the proposed name
must not be misleading, and the applicant
must be at least 21 years old.
Registration of a business name is valid for a
year and must be renewed annually else it
lapses. Form “A” of Act 151 sets out the
particulars to be registered with the Registrar.
The form must be dated and signed by the
proprietor.
False particulars attracts a liability of a fine or
jail of 6 months
The Registrar should be notified of changes in
the registered particulars within 28 days,
default of which there is a fine for every day
that the default continues.
In BARCLAYS BANK OF GHANA v LARTEY
[1978] GLR 282
the defendant was the administrator of the estate of
one Emmanuel Lartey, who during his lifetime
registered a business name, Scarts.
He borrowed money from the plaintiff bank.
Emmanuel Lartey died, and his estate was run by the
defendant.
A company, Scarts Ltd., was incorporated to take
over and run the business of Scarts.
Barclays Bank wrote to the defendant, as
administrator of Emmanuel Lartey’s estate, to pay off
the debt but he declined, arguing that a company had
been formed which was a distinct legal personality
from Emmanuel Lartey and his Scarts.
The High Court, per Wiredu, J., rejected this argument, saying
“Unlike Act 179, the Registration of Business Names Act, 1962
(Act 151), was not intended to confer any distinct legal
personality on any business name registered under it.
The provisions of the act are a clear pointer to this. Whilst the
provisions of Act 179 refer to the company, those of Act 151
refer to the individuals registering their business names.
The fact that registration under Act 151 does not confer
perpetual succession on business names registered under it is
borne out by section 10(1) of the Act.
Act 151 protects the exclusive use and right of the person
registering the business name.
It is also clear from the provisions of act 151 that the registrar
deals solely with the person registering the business name, and
this is understandable because it is only the ‘business name’
with is registered and someone must be responsible for such
registration.”
NB: one can purchase or sell a business, including its
assets such as its inventory, plant, machinery and
landed property,-and goodwill (goodwill is a
business asset that be valued)
BUT the CA held in BAIDOO V SAM that unlike a
copyright right or patent, a registered business name is not a
chose in action that can be sold. There is no personal right of
property in a mere name so as to sell or purchase it
The major advantages of a sloe proprietorship are
Its simplicity,
Inexpensiveness, and
Ability to legally commence business before the business
name is registered,
The major disadvantage is that one’s personal
liabilities are not distinct from the business liability.
INCORPORATED PRIVATE PARTNERSHP
Partnerships in Ghana are governed by the

Incorporated Private Partnership Act, 1962 Act 152 as
Amissah JA said in AKAKPO v. SOLI AND OTHERS
[1968]
A partnership is defined as “the association of two or
more individuals carrying on business jointly for the
purpose of making profit” Section 3(1) of Act 152
The basis of such association is a partnership agreement
signed by all the persons concerned.
The agreement must state the nature of the business and
conditions upon which it is intended to operate.
A partnership in Ghana is an incorporated body of
individuals between two and twenty with unlimited
liability, who carry on business jointly with a view to
making profits.
A limited (dormant or sleeping) partnership is
unknown to Ghanaian law.
Partnerships may be ordinary or limited.
In limited partnerships,
the partner contributes capital and is entitled to a share of the
partnership profits,
but the limited partner does not participate in the management
of the partnership.
Only ordinary partners can participate in the
management of the partnership.
A one-person partnership is forbidden by the
law and a twenty-one person partnership is
forbidden by law. (Section 4(2) of Act 152 and
also section 5 of Act 179).
However pursuant to the same section,
exemption is made for some partnerships if
formed pursuant to some other enactment in
force.
Consequently, partnerships of LAWYERS and
accountants, for example, may exceed twenty
partners. This, however, is the exception and
the rule.
Every partnership must be registered in accordance with
the provisions of the Act, otherwise it cannot lawfully carry
on business. (Section 4(1) of Act 152);
BAIDOO v SAM, holds that since 1963, it is prohibited for
there to be an unregistered partnership.
Consequently, the courts would not enforce the terms of an
unregistered partnership since that would favour an
illegality.
RE SASU TWUM (DECEASED): SASU-TWUM v. TWUM
[1976]1 GLR 23 which directs that the Partnership
Agreement be registered else it would be unenforceable.
In brief, an unregistered partnership is an illegal
partnership.
A partnership must be registered with a name which is
known as the firm name. Section 5(1)(a) of Act 152
As soon as a partnership is duly registered it
assumes a corporate personality under the
firm distinct from the partners who are its
members.
It becomes capable of exercising all the
powers of a natural person of full capacity in
so far as such powers can be exercised by a
body corporate. Section 12(1) of Act 152
A registered partnership maintains its
corporate personality until it is dissolved in
accordance with the provisions of the Act
Section 12(2) of Act 152
A partnership must be distinguished from other types of
association of two or more individuals.
Section 3(1) of the Act expressly provides that in the
following cases no partnerships shall arise:
A company registered under the Companies Code;
A company, body corporate, or unincorporated association
formed under any other enactment;
A body corporate formed under the law of any foreign country
whether or not carrying on a business in Ghana; or
A joint venture without a firm name for one or more specific
operations.
Ownership of property by a family does not of itself
create a partnership whether or not the members share
profits made out of the property.
This applies equally to property co-owned by two or more
persons. Section 3(2) of Act 152
FEATURES OF PARTNERSHIPS
The sharing of net profit of a business is an
essential feature of a partnership.
It is therefore provided that the sharing of
profits must be taken as prima facie evidence of
the existence of partnership. Section 3 (3) of Act
152
BUT the fact that the pay of a servant or agent
is computed on the basis of share of the profit of
a business does not of itself make such servant
or agent a partner. Section 3(3)(a) of Act 152
Although the partnership is treated as a body
corporate, each partner is liable, without
limitation, for the debts and obligations of the
firm.
He is, however, entitled to an indemnity from
the firm and to contributions from his co-
partners in accordance with his rights under
the partnership agreement. Sections 12 (3) and
16 of Act 152
Every partner is agent of the firm for the purposes
of the firm’s business.
1. His acts therefore are binding on the partnership if
such acts are authorizes expressly or impliedly by the
other partners or subsequently ratified by them.
2. In order to bind the partnership, the acts of a partner
must be done for carrying on, in the usual way, the
business of the firm.
3. The firm is not bound by the act of a partner who has
in fact no authority to act for the firm in a particular
matter and the person dealing with him knows that he
has no authority. Section 14(1) and (2) of Act 152
4. Where the acts of a partner are for a purpose
apparently unconnected with the ordinary course of the
firm’s business, the firm is not bound unless he is in fact
authorized by the other partners or his act is
subsequently ratified by them. Section 14(3) of Act 152
5. The partners may agree between themselves to place a
restriction on the power of anyone or more of them to
bind the firm.
6. Where there is such an agreement no act done in
contravention of it shall be binding on the firm with
respect to persons who have notice of the agreement.
7. An agreement purporting to limit the extent of the
liability of the firm or the partner is respect of any act
binding on the firm, shall not be effective except as
between the parties to the agreement. Section 14(4) of
Act 152
8. If an act or an instrument relating to the business of a
firm is done or executed in the firm name or in any
other manner showing an intention to bind the firm
by a person authorized to do so, it is binding on the
firm whether person is a partner or not. Section 15(1)
of Act 152
9. Where there is an existing partnership, a person newly
admitted in to it is not liable for any debts incurred
before he became a partner.
10. The liability of a partner does not cease on his
retirement from the firm in respect of debts and
obligations incurred before his retirement. Section 17
(1) and (2) of Act 152
11. A retiring partner may enter into an agreement
between himself, the firm and a creditor to be
discharged from any existing liability.
12. Such an agreement may be either express or be
inferred as a fact from the course of dealings between
the creditor and the firm as newly constituted.
13. A person who deals with a firm after the retirement
of a partner is entitled to treat the retired partner as
still being a partner until he has notice of the
retirement and retired partner shall, in that event,
be liable as if he has not retired.
14. A person who has had dealing with affirm prior to
the retirement of a partner must have actual
knowledge of the retirement.
15. An advertisement of the retirement of a partner in a
daily newspaper in circulation in the district where
the firm’s principal place of business is situated is
considered to be notice to persons who have not had
dealings with the firm prior to retirement. Section
17(3) and (2)of Act 152
Partners stand in a fiduciary relationship towards
the firm and towards one another.
For this reason every partner is under the
following obligations.
1. To render to every other partner full information of
all things affecting the firm;
2. To account to the firm for any benefit derived by him
without the consent of the other partners from any
transactions concerning the firm or from any use by
him of the firm’s property, name or business
connections; and
3. To account to and pay over to the firm, all profits
made by him in any business of the same nature as
and competing with that of the firm which carries on
directly or indirectly without the consent of the other
partners. Section 34 of Act 152
The mutual rights and duties of partners
are specified by the agreement between
them but subject always to the provisions
of the Act.
 These rights and duties may be varied by the
consent of all the partners.
 Consent to vary the terms of the partnership
may be express or inferred from a course of
dealings. Section 35(1)of Act 152
Section 35(2) of the Act lays down a number
of rules, which apply to partnerships subject
to agreement express or implied.
Under Section 35(2)
1. A partners shall be entitled, subject to a contrary
intention expressed in the partnership agreement, to
share equally in the capital and profits of the firm and
shall contribute equally towards losses sustained by the
firm;
2. The firm shall indemnify every partner in respect of
payment made and personal liabilit8es incurred by
him-
– In the ordinary and proper conduct of the business of the firm;
and
– In or about anything necessarily done for the preservation of the
business or property of the firm.
3. If a party makes, for the purpose of the firm, any
payment or advance beyond the amount of capital
which he has agreed to subscribe, he shall be entitled to
interest at the rate of five per cent per annum from the
date of payment or advance;
4. A partner shall not be entitled to payment
of interest on further payments or advances
before the profits of the firm have been
ascertained
5. Every partner may take part in the
management of the business of the firm; No
partner is entitled to remuneration for
acting in the firm’s business;
6. No person may be introduced as a partner
without his consent and the consent of all
the existing partners;
7. No change may be made in the nature of the
firm’s business without the consent of all
existing partners; however, differences arising
as to the firm’s ordinary business my be
decided by a majority of partners; and
8. The partnership books and accounts must be
kept at the place of business of the firm or the
principal place of business if there is more
than one.
9. The proportion of each partner’s share may
be and is usually specified in the agreement
and may not necessarily be equal.
10. The figure of five per cent per annum may be
varied by agreement.
INTRODUCTTION TO COMPANY
LAW IN GHANA
INTRODUCTION
The Objectives are four fold, namely;
To describe the nature and scope of Company Law
To present a history of Company Law, with special
reference of Ghana;
To present an outline of business organizations apart from
the limited liability and unlimited companies, namely
The sole proprietorship
And incorporated private partnership; and
To present an outline of not-for-profit organizations apart
from the company limited by guarantee, namely
incorporated trust
NATURE AND SCOPE OF COMPANY LAW
In the narrow and strict sense, Company Law covers the

substantive law and procedures relating to the Company.
In this sense, the student of company law is required to know
How companies are formed and dissolved
The requirements that companies must fulfill before they can
commence business;
The rights, duties, powers and liabilities of members, officers and
auditors of the company
The raising, disbursing, accounting and auditing of funds and
capital of the company; and
The supervision of corporate affairs by the executive (i.e. the
Registrar) and the judiciary (i.e. the courts)
SOURCES OF COMPANY LAW IN GHANA
Company Law has 3 Aspects which operate

in concert. These are;
Statutory provisions, i.e. the Companies Act
Judicial decisions regarding corporate disputes,
i.e. case law
The theoretical underpinnings of the statutory
and case law
HISTORY OF COMPANY LAW IN GHANA
In 1957, Ghana, formerly the Gold Coast, attained her
independence from the United Kingdom.
As a British colony, Ghana’s Company Law has been shaped by
the British in two respects.
Firstly the historical development of Company Law in Ghana is linked
with the historical development of Company Law in Britain
Secondly, the Gold Coast Companies Ordinance of 1907 was passed by
the colonial legislators.
Mankind has formed associations to conduct business right from
the outset of commerce.
But the antecedents of modern business company developed in
Europe in the medieval times when gilds were established to
preserve the monopoly of particular trades and regulate
members
The first British legislation on companies was passed in the mid 19th
century;
An Act for the Registration, Incorporation and Regulation of Joint Stock
Companies, 1844 (Joint Stock Companies Act, 7 and 8 Vict., c. 110)
Since then, Britain has had
Various Companies Clauses Acts, which apply to companies incorporated by
special Act of Parliament,
Various Companies Acts, which apply to companies incorporated by registration
There has been other legislation directly relating to companies in Britain
The first legislation on companies directly applicable in the Gold Coast (now
Ghana) was the 1907 Companies Ordinance
The second is the 1963 Companies Code
The 1907 Ordinance was hastily drafted. It did not take account of local
conditions nor even review the state of law either in Britain or the Gold
Coast at the time it was enacted.
The 1907 Ordinance virtually reproduced the 1862 English Companies
Act.
But in 1907, the 1862 English Companies Act itself was outdated and
indeed received substantial amendment the following year (i.e. 1908,
through the Companies (Consolation) Act.
THE IMPORTANCE OF COMPANY LAW
Company law is a subject that is a requirement

for many professions, including accountants,
administrators, bankers, BARRISTERS,
chartered secretaries, insurers, SOLICITORS,
stockbrokers and tax consultants.
A simple, fundamental, but seldom asked
question therefore arises: why do so many
professions require knowledge of company
law? Why indeed, should any one study
company law?
The simple answer is that company law is popular
because, perhaps, it is the most important and most
practical specialized area of law.
An incorporated company (i.e. simply “company”) is the
paradigm artificial legal person,
the student of company law is equipped
with the skills to function in the context of any type of corporate
body,
draft constitutions (regulations),
comprehend fiduciary responsibility,
keep and interpret books of accounts, and
know the requirements of an audit.
This is the practical importance of company law.
A sound knowledge of company law is a grounding in a
practical aspect of the law.
THE CORPORATE PERSONA
Incorporated companies are artificial legal
persons.
Artificial legal persons are creatures of law
in that they are established by law.
Artificial legal persona have capacity to
enter into contracts, own property, sue and
be sued, and they have permanent
succession unless formally wound up.
But company are not the only artificial legal
persons.
In Ghana, there are registered private partnerships, and
incorporated trust.
Each of these is established and governed by separate legislation.
Incorporated Companies are registered under the provisions of the
Companies Act, 1963 (Act 179).
Statutory corporations are directly established by Acts of Parliament.
Incorporated Private Partnerships are registered pursuant to the
Incorporated Private Partnerships Act, 1962 (Act 152).
Incorporated Trusts are established pursuant to the Trustee
(Incorporation) Act 1962 (Act 106).
The principles of company law apply to all artificial legal
persons in much the same way.
Amongst other things, company law covers how to establish and
dissolve an incorporated body.
And there is a common thread in the obligations of directors,
partners and trustees.
Furthermore, though an artificial legal person, the
incorporated body must act through human beings
company law sets out or reminds us of the duties imposed on
these persons;
the limits of their businesses or objects and powers; and
the effects of their actual or apparent authority, particularly
as they affect innocent third parties who have given value.
Furthermore, by law, certain businesses can only be
conducted by incorporated bodies-such as
banking,
insurance,
stock-broking and
those governed by the Ghana Investment Promotion Act,
1994 (Act 478).
It should therefore be obvious why bankers, insurers, stockbrokers
and foreign investors must be interested in company law.
CONSTITUTIONAL ARRANGEMENTS
Constitutional arrangements cover structures, powers,
procedures, and checks and balances.
So too does company law. Companies are incorporated to
carry on specified businesses or objects.
They have various organs- i.e. the board of directors and the
general meetings-each of which is vested with specified powers.
The consideration and drafting of the company’s regulations-
containing structures, powers, procedures, and checks and
balances-is itself a rewarding exercise in constitutional law.
Model or precedent regulations, particularly of companies
limited by guarantee, may be modified or adapted for
constitutions of various clubs and societies.
A study of company law therefore finds relevance in other
facets of life.
Again, company law reminds us of the importance of checks
and balances.
Those at the helm of affairs are, and must be, subject to
legal controls, checks and balances.
Let us take the case of directors.
Directors wield considerable powers.
It is in their hands that the running of the affairs of a company is
entrusted. (Section 179 of Companies Act, 1963 (Act 179).
But there are checks imposed on directors by a company’s
regulations and the Companies Act, 1963 (Act 179).
For example, they are not to grant loans to themselves to purchase or
subscribe for shares in their companies or associated companies (Section
58(d) of Act 179);
they are not to dispose of the whole or substantially the whole of a
company’s assets or undertaking (Section 202(1)(a));
they are not to make donations exceeding the greater of a specified amount
or 2% of the income surplus of a company at the end of the immediately
preceding financial year (Section 202(1)(c).
Company law also has its counterpart of declaration
of assets by politicians and high public officers.
In addition to a company’s Register of Directors and
Secretary (Section 196 of Act 179), there is a Register of
Directors’ Holdings which is to contain particulars of
securities held by directors including the number,
description and amount of shares and debentures in the
company or associated company in which a director has
any right or interest to acquire or of which he has an
option to buy or sell (Section 215(1) of Act 179).
And the company’s accounts must reflect particulars of
directors’ emoluments, pensions and compensations to
directors in respect of loss of office (Section 128(1).
Particulars of emoluments of directors include
fees, salaries and percentages, expenses allowances, contributions paid under any
pension scheme, and the estimated value of benefits in kind paid to the director as
director of that company or an associated company (Section 128(2)).
Particulars of pensions of director or past directors include
any pensions paid or received in respect of services of a director or past director of
the company, or in respect of services, while a director of the company, in
connection with the management or as an officer of that company or an associated
company, whether that pension is paid to, or received by, the director or past
director or any other person (Section 128(3)).
Particulars of compensation, include
fees, salaries and percentages, expense allowances, contributions paid under a
pension scheme, and the estimated value of benefits in kind except benefits of the
character and value that are customarily afforded to employees other than
directors, paid to, or receivable by, a director in respect of the director’s services
as an officer of the company or an associated company.(Section 128(4) of Act 179).
Any sum and the value of any other valuable consideration paid or receivable in
connection with retirement from office or as damages for breach of contract of
service shall be deemed to be paid or receivable by way of compensation for loss of
office.
Let us also take the case of promoters.
A promoter is any person who is or has been engaged or interested in the
formation of a company, excluding a person acting in a professional
capacity for the one who is forming the company. (Section 12(1) of Act 179).
From this definition, we notice that many people are covered. Any they must
know the law that governs their affairs.
In any event, promoters, too, are kept in check.
They stand in a fiduciary relationship to their company;
they must observe utmost god faith; and
they must compensate the company for any loss suffered by the company in breach
of their fiduciary duties. (Section 12(2).
And if a promoter acquires any property or information for himself when he should
have done so for his company, he shall account for the property and for any profits
he may have made from the use of the property or information (Section 12(3)).
The fiduciary duties, and the duties to compensate and to account, serve as
checks on promoters.
These duties and checks apply to directors, partners, trustees and kindred
personalities. In this regard, the principles of company law have wide,
general and practical applications.
Let us also take the case of auditors.
Although not officers of a company, they nevertheless
owe fiduciary responsibilities to the company as a whole
and shall act in a faithful, diligent, careful and skilful
manner (Section 136(1)).
In fact, no provision of the company’s regulations, or
any contract, or any resolution of the company shall
relieve an auditor from the duty to act as aforesaid or
relieve the auditor from any liability incurred as a result
of a breach of the auditor’s standard of care and duty
(Section 136(2).
Bluntly put, there are no indemnity and amnesty clauses
for auditors.
They must do their jobs well-to the requisite
professional standards-or else face the consequences.
Finally, on the matter on checks and balances, in addition to
internal checks specified by the company’s regulations and
internal procedures, there are external checks by the Registrar
of Companies and by the High Court of Justice.
The Registrar has considerable powers (e.g. see Section 25 on
ultra vires, and section 26(4) on alteration of a company’s
authorized business).
He has standing to commence or intervene in various court
proceedings (Sections 219and 228 of Act 179);
he has powers of investigation and inquiry regarding company
improprieties (section 134(4)(b));
in exceptional cases, he may appoint an auditor (Section
149(4)); and
instances where the directors fail to convene an annual general
meeting as required by law, the Registrar may do so (Section
217 of Act 179).
These are but a few instances to demonstrate the Registrar’s
role as a check.
By way of checks, the High Court can
provide injunctions and declarations in the
event of illegal or irregular activity (Section
218 of Act 179).
Further, the High Court can remedy
oppression and unfairness.
Briefly stated, company law makes a
necessary but implicit excursion to
constitutional law where structures, powers
and procedures are defined and checks and
balances are imposed.
FIDUCIARY DUTIES
In the preceding slides, we alluded to
fiduciary duties. Notable among these
fiduciary duties are the following:
To act in the best interest of the company;
To avoid a conflict of interest;
To make timely and full disclosure of all
material facts;
Not to make a secret profit; and
To account.
Company law stresses the fiduciary nature of the
relationship of various person-whether or not they
are officers of the company.
Section 2 of the First Schedule of the Act 179 states
that:
“officer in relation to a body corporate, means any
director, secretary or employee of that body corporate and
a receiver and manager of a part of the undertaking of that
body corporate appointed under a power contained in an
instrument, and a liquidator of a company appointed in a
members’ voluntary winding up, but does not include a
receiver, not being a manager, or a receiver and manager
appointed by the Court, or a liquidator appointed under
the provisions of the Companies (Liquidation) Act, 1962
(Act) or an auditor of a company; ”
And section 216 of the Act 179 provides
that;
“The rights, duties and liabilities of officers and
agents of companies shall continue to be
governed by the rules of the common law and
equity relating to principal and agent and
master and servant except in so far as those
rules are inconsistent with the express
provisions of this Act”
From the foregoing, it is not only “officers” of the company
who owe fiduciary duties.
In fact, as an artificial legal person, a company may be
“principal” or “agent”; or it may be “master” or “servant”.
All these owe fiduciary duties-not officers only.
For example. Auditors are not officers of the company, but
they nevertheless owe fiduciary responsibilities to the
company as a whole and shall act in a faithful, diligent,
careful and skilful manner (Section 136(1)).
As previously noted, no provision of the company’s
regulations, or any contract, or any resolution of the
company shall relieve the auditor from any liability
incurred as a result of a breach of the auditor’s standard of
care and duty (Section 136(2)).
Again, promoters owe fiduciary obligations even though they
predate incorporation and therefore cannot be said to be
officers or agents or servants of a yet-to-be-born company.
Section 12 of the Companies Act imposes the following duties
on promoters pending the complete formation of a company;
(a) to stand in a fiduciary relationship to the company,
(b)to observe the utmost good faith towards the company in a
transaction with it or on its behalf,
(c) to compensate the company for a loss suffered by it by reason of
the promoter’s failure so to do, and
(d) to account to the company where he acquires a property or an
information in circumstances in which it was the promoter’s duty as a
fiduciary to acquire it on behalf of the company.
Case law also confirms the fiduciary duties on the promoter.
ERLANGER v. NEW SOMBRERO PHOSPHATE CO. (1878)
3 App. Cas 1218 (H.L.).
BRIEFLY PUT, company law underscores the fact that
fiduciary duties are owed by
directors,
the company secretary,
employees,
a receiver lone,
a manager alone,
a receiver and manager,
promoters,
auditors, and
liquidators.
And these principles also apply to partners, trustees,
agents and servants.
The learning in company law of fiduciary duties has
broad applications.
THE LAW AND PROCEDURE OF MEETINGS
The law and procedure of meetings is itself a

separate legal discipline.
But a reading in company law summaries the
whole subject for us. (Sections 149-178 of Act
179).
We encounter meetings in numerous
circumstances in life-family meetings,
attendance at royal courts, in junior common
rooms, committee meetings, and so forth.
Meetings may be semi-informal or formal.
Using directors’ meeting, general and class meetings as a
paradigm, company law teaches
the law and procedure of meetings:
what constitutes a quorum,
whether a quarom is required all through a meeting, and
what happens if a quorum is not obtained within a specific period of
time;
adjournments,
materials to be circulated to persons who are eligible to attend
meetings;
chairing meetings, by whom, and
what happens if the chairman is late by a specified period;
voting types;
types of resolutions, namely ordinary and special, when each is
required and
how they may be distinguished; and so forth.
FINANCIAL RESPONSIBILITY
Company law also stresses the importance of financial
responsibility.
There are, for example, provisions touching on minimum
capital requirements which are intended to
ensure that a company is not to transact any business, exercise any
borrowing powers, or incur any indebtedness if it does not have a
minimum amount of capital, including cash-in-hand, which levels are
set by law. (Section 28 of Act 179).
The Companies Act also has provisions on minimum
subscription (Section 284 of Act 179), which are intended to
ensure that if an invitation to the public is made to subscribe for
shares in the company or buy debentures, the minimum amount that
is required for the project to take off shall have to be raised within 28
days after the waiting period-or else that invitation fails and funds
raised so far from the public invitation shall have to be returned
within the following 8 days. (Section 284(2) and (4) of Act 179).
The minimum subscription is the minimum amount of
money that is required by the public company to cover
the following matters:
the purchase price of a property purchased or to be purchased
which is to be defrayed in whole or in part out of the proceeds
of the issue;
any expenses incidental and preliminary to the invitation and
issue, including the expenses of an application to a stock
exchange for permission to deal in the shares or debentures,
payable by the company, and the commission so payable to a
person in consideration of that person agreeing to subscribe
for, or of that person procuring or agreeing to procure
subscriptions for, any shares or debentures of the company;
the repayment of any moneys borrowed by the company in
respect of any of the matters stated in this paragraph; and
working capital. (Seventh Schedule, para 24(b) of Act 179).
Company law does instill financial responsibility.
It teaches, and has rules governing, when a company may pay
dividend.
For a going concern, a company may only declare the payment of
dividends to shareholders upon the fulfillment of two conditions:
firstly that the company, after paying the dividend, is able to pay its debts
as they fall due; and
secondly, that the company has cash reserves or surplus income and in
any event the payment should never exceed the company’s income
surplus. (Section 71 of Act 179).
The effect of these two conditions is that a company shall not
borrow to pay dividends; nor shall a company pay dividends
simply because its assets exceed its liabilities: there must be an
income surplus.
Though imprecisely put, suffice it to say that the income surplus of
a company with share is its net cash assets. (Section 70 of Act 179).
Financial responsibility is again reflected in the limitations
imposed on directors.
We have already alluded to two limitations imposed on directors
pursuant to section 202 of the Companies Act, namely,
that directors shall not dispose of substantially the whole of a
company’s undertaking or assets; and
they shall not make voluntary contributions that exceed the greater of
a specified amount or 2% of the income surplus of the company as
determined at the end of the immediately preceding financial year.
There is a third limitation imposed on directors by the section
202 of Act 179, namely,
they shall not issue new or unissued shares, excluding treasury shares,
unless these shares have first been offered on the same terms and
conditions to all existing shareholders or to all the holders of the shares
of the class or classes being issued in proportion as nearly as may be to
their existing holdings.
These limitations on the powers of the directors contribute to
ensure financial responsibility.
ACCOUNTS
Accounts are matters for accountants.
But in matters of commerce everyone must know some elementary
accounts.
Furthermore, in legal society, everything is governed by law-even
accounts.
The Companies Act requires companies to keep proper books of
accounts with respect to its financial position and changes therein,
and with respect to the control of and accounting for all property
acquired by the company whether to be resold or used by the
company.
In particular, the Companies Act requires companies to keep proper
books of account with respect to:
all sums of money received and expended by, or on behalf of, the company
and the matters in respect of which the receipt and expenditure takes place
all sales and purchases by the company of property, goods and services, and
the assets and liabilities of the company and the interests of the members in
the company. (Section 123(1) of Act 179).
The Act also requires the directors of the company to
distribute to members and debenture holders at least once
every calendar year and at intervals not longer that 15
months a Profit and Loss Account and Balance Sheet.
(Section 149(1) and (2) of Act 179).
Company law sets out the character and content of these
financial statements.
That is another reason why company law is important for
the purposes of accountancy.
The Profit and Loss Account and the Balance Sheet may
easily be applied to
the sole proprietorship,
the incorporated private partnership,
the statutory corporation, or
any other vehicle that carries on business.
A Profit and Loss Account is a financial statement,
which shall give a true and fair view of the profit or
loss of the company for the period to which it relates.
(Section 125(3)(a).
Part I of the Fourth Schedule of the Companies Act
details the contents of the Profit and Loss Account.
Suffice it to say that a Profit and Loss Account shows
all revenues and expenditures of the company in the
course of its operations during the financial period
that it relates to. If more revenue is generated that
expenditure, the difference constitutes a profit or
income.
However, if expenditure exceeds revenues, the
difference constitutes loss.
A Balance Sheet is a financial statement which, shall give a
true and fair view of the state of affairs of the company as
at the end of the company’s financial year. (Section 126(1)
of Act 179).
Part II of the Fourth Schedule of the Companies Act details
the contents of the Balance Sheet.
Suffice it to say that the Balance Sheet has five features:
1. it gives a picture of the company’s assets (current and fixed) at
the end of the financial year (Section 13 of Part II of the Fourth
Schedule to the Act 179)(A current asset is one whose life is
expected to be less than 12 months from the date of the Balance
Sheet)
2. it gives a picture of the company’s liability (current and other)
at the end of the financial year (Section 13 of Part II of the
Fourth Schedule to the Act 179)(A current liability is one that is
due and payable within 12 months of the date of the Balance
Sheet-c.f. Section 24
3. it makes provision for a Capital Surplus Account.
(The Capital Surplus Account refers to the amount
by which a company’s surplus, as defined by
section 69 of the Act, exceeds any credit balance of
the Share Deals Account plus the balance of the
Income Surplus Account if a credit or minus that
balance if a debit. See Section 31of Part II of
Fourth Schedule to Act 179)
4. it provides notes on miscellaneous matters. (Section
35 of Part II of Fourth Schedule to Act 179); and
5. in order to facilitate comparison, it shows the
corresponding amount for each item of the
immediately preceding financial year. (Section 36 of
the Part II of the Fourth Schedule to the Act 179).
AUDITING
Finally, company law governs auditors’ duties.
We have previously observed that auditors
must maintain their professional standards
and that no regulations, contract or resolution
can absolve them from their liabilities arising
from sub-standard work.
It only remains to be added that the Fifth
Schedule of the Companies Act specifies the
matters that must be expressly stated in
auditors’ report
Under Fifth Schedule of the Companies Act, the
auditor’s report must expressly state:
1. Whether the auditors have obtained the information
and explanations which to the best of their knowledge
and belief were necessary for the purposes of their
audit.
2. Whether, in their opinion, proper books of account
have been kept by the company, so far as appears from
their examination of those books, and proper returns
adequate for the purposes of their audit have been
received from branches not visited by them.
3. Whether the company’s balance sheet and, unless it is
framed as a consolidated profit and loss account, profit
and loss account dealt with by the report are in
agreement with the books of account and returns.
4. Whether, in their opinion and to the best of their
information and according to the explanations
given them, the accounts give the information
required by this Act in the manner so required
and give a true and fair view,
in the case of the balance sheet, of the state of the
company’s affairs at the end of its financial year; and
in the case of the profit and loss account, of the profit or
loss for its financial year; or, give a true and fair view of
the balance sheet or the profit and loss account subject
to the non-disclosure of any matters, to be indicated in
the report, which by virtue of Part Four of the Fourth
Schedule to the Act are not required to be disclosed.
5. In the case of a holding company submitting
group accounts, whether, in their opinion, the
group accounts have been properly prepared
in accordance with the Act so as to give a true
and fair view of the state of affairs and profit
or loss of the company and its subsidiaries
dealt with so far as concerns the interests of
the company or so as to give a true and fair
view of those affairs or of the loss or profit
subject to the non-disclosure of any matters,
to be indicated in the report, which by virtue
of Part Four of the Fourth schedule to the Act
are not required to be disclosed.
SUMMING UP ON IMPORTANCE
As we have seen, the student of company is
equipped with the skills to function in the
context of any type of corporate body, draft
constitutions (regulations), comprehend
fiduciary duties, conduct meetings,
maintain sound secretarial practice, ensure
financial responsibility, keep and interpret
books of accounts, and know the
requirements of an audit.
CONCLUSION
Introduction
Fiduciary duties
Accounts
Auditing
COMPANY LAW 1
2018/2019 ACADEMIC YEAR
LECTURE 1
UGBS 401,
24TH AUG 2018
DERICK OHEMENG-MENSAH
OUTLINE
Introduction
Fiduciary duties
Accounts
Auditing
Sum up
CONCLUSION
The word ‘company’ implies an association of a
number of individuals formed for a common
purpose.
The purpose may be to undertake business with a
view of
making profit; or
to undertake other activities of a social, educational,
religious, sporting or charitable nature, and not with a
view to making profits.
A company may be incorporated and incorporated
Profit making business activities
could be undertaken by
Partnership
Companies that are unlimited by
shares, and
Limited liability companies
The term company, body corporate and corporation
are for all practical purposes, interchangeable.
Section 1 of the First Schedule to the Companies

Act, 1963 (Act 179) states
“company means a body corporate formed and
registered under the Act or an existing company”
“body corporate” means a corporation formed under

the Act or otherwise whether in Ghana or elsewhere but
does not include a corporation sole such as an
incorporated office”
SOLE PROPRIETORSHIP
In a sole proprietorship, one typically registers a business
name and carries on business as the only owner, bearing
all of the liabilities and debts, if any, of the business
venture.
BAIDOO v SAM [1987-88] 2 GLR 666, the CA held
by the law governing corporate and unincorporated associations or
companies “Unity Salt Industry” was only the name under which the
registered proprietor, a single individual, the plaintiff, chose to trade.
Having regard to the provisions of the Registration of Business Names
Act, 1962 (Act 151), such registered business name could not be sold
because it was not a chose in action like a copyright or a patent.
There was no personal right of property in a mere name so as to sell or
purchase it.
Accordingly, the plaintiff’s claim for a declaration that the sale of
Unity Salt Industry was null and void and of no effect was untidy and
vacuous.
Baidoo v Sam [1987-88] 2 GLR 666;
In 1975 the plaintiff registered a business name “Unity Salt
Industries” (U.S.I.) under the Registration of Business Name
Act, 1962 (Act 151) .
Under that name he and one A. a policeman, produced salt from a
plot of land that had already been acquired from the Edina
Traditional Council (E.T.C.).
In 1980 A. with the consent of E.T.C. assigned the plot of land
to the defendant.
In acknowledgement of the sale A. executed a transfer certificate
in favour of the defendant.
Subsequently the plaintiff claiming that he was A.’s partner
brought action against the defendant for, inter alia, a declaration
that the purported sale of U.S.I. to the defendant was null and
void and for an order setting aside the transfer certicate
In support of his action he claimed that he and A jointly acquired
the plot of land from E.T.C. and registered and operated U.S.I. as
partners and so A. alone could not sell U.S.I. to the defendant.
If one is using his own name, there is no
need to register but if he is using a name
other than his own name, then he need to
register the name
A business name may be registered by a
natural person or a corporate body.
The procedures in registering a business
name are quit simple.
The law requires that the proposed name
must not be misleading, and the applicant
must be at least 21 years old.
Registration of a business name is valid for a
year and must be renewed annually else it
lapses. Form “A” of Act 151 sets out the
particulars to be registered with the Registrar.
The form must be dated and signed by the
proprietor.
False particulars attracts a liability of a fine or
jail of 6 months
The Registrar should be notified of changes in
the registered particulars within 28 days,
default of which there is a fine for every day
that the default continues.
In BARCLAYS BANK OF GHANA v LARTEY
[1978] GLR 282
the defendant was the administrator of the estate of
one Emmanuel Lartey, who during his lifetime
registered a business name, Scarts.
He borrowed money from the plaintiff bank.
Emmanuel Lartey died, and his estate was run by the
defendant.
A company, Scarts Ltd., was incorporated to take
over and run the business of Scarts.
Barclays Bank wrote to the defendant, as
administrator of Emmanuel Lartey’s estate, to pay off
the debt but he declined, arguing that a company had
been formed which was a distinct legal personality
from Emmanuel Lartey and his Scarts.
The High Court, per Wiredu, J., rejected this argument, saying
“Unlike Act 179, the Registration of Business Names Act, 1962
(Act 151), was not intended to confer any distinct legal
personality on any business name registered under it.
The provisions of the act are a clear pointer to this. Whilst the
provisions of Act 179 refer to the company, those of Act 151
refer to the individuals registering their business names.
The fact that registration under Act 151 does not confer
perpetual succession on business names registered under it is
borne out by section 10(1) of the Act.
Act 151 protects the exclusive use and right of the person
registering the business name.
It is also clear from the provisions of act 151 that the registrar
deals solely with the person registering the business name, and
this is understandable because it is only the ‘business name’
with is registered and someone must be responsible for such
registration.”
NB: one can purchase or sell a business, including its
assets such as its inventory, plant, machinery and
landed property,-and goodwill (goodwill is a
business asset that be valued)
BUT the CA held in BAIDOO V SAM that unlike a
copyright right or patent, a registered business name is not a
chose in action that can be sold. There is no personal right of
property in a mere name so as to sell or purchase it
The major advantages of a sloe proprietorship are
Its simplicity,
Inexpensiveness, and
Ability to legally commence business before the business
name is registered,
The major disadvantage is that one’s personal
liabilities are not distinct from the business liability.
INCORPORATED PRIVATE PARTNERSHP
Partnerships in Ghana are governed by the

Incorporated Private Partnership Act, 1962 Act 152 as
Amissah JA said in AKAKPO v. SOLI AND OTHERS
[1968]
A partnership is defined as “the association of two or
more individuals carrying on business jointly for the
purpose of making profit” Section 3(1) of Act 152
The basis of such association is a partnership agreement
signed by all the persons concerned.
The agreement must state the nature of the business and
conditions upon which it is intended to operate.
A partnership in Ghana is an incorporated body of
individuals between two and twenty with unlimited
liability, who carry on business jointly with a view to
making profits.
A limited (dormant or sleeping) partnership is
unknown to Ghanaian law.
Partnerships may be ordinary or limited.
In limited partnerships,
the partner contributes capital and is entitled to a share of the
partnership profits,
but the limited partner does not participate in the management
of the partnership.
Only ordinary partners can participate in the
management of the partnership.
A one-person partnership is forbidden by the
law and a twenty-one person partnership is
forbidden by law. (Section 4(2) of Act 152 and
also section 5 of Act 179).
However pursuant to the same section,
exemption is made for some partnerships if
formed pursuant to some other enactment in
force.
Consequently, partnerships of LAWYERS and
accountants, for example, may exceed twenty
partners. This, however, is the exception and
the rule.
Every partnership must be registered in accordance with
the provisions of the Act, otherwise it cannot lawfully carry
on business. (Section 4(1) of Act 152);
BAIDOO v SAM, holds that since 1963, it is prohibited for
there to be an unregistered partnership.
Consequently, the courts would not enforce the terms of an
unregistered partnership since that would favour an
illegality.
RE SASU TWUM (DECEASED): SASU-TWUM v. TWUM
[1976]1 GLR 23 which directs that the Partnership
Agreement be registered else it would be unenforceable.
In brief, an unregistered partnership is an illegal
partnership.
A partnership must be registered with a name which is
known as the firm name. Section 5(1)(a) of Act 152
As soon as a partnership is duly registered it
assumes a corporate personality under the
firm distinct from the partners who are its
members.
It becomes capable of exercising all the
powers of a natural person of full capacity in
so far as such powers can be exercised by a
body corporate. Section 12(1) of Act 152
A registered partnership maintains its
corporate personality until it is dissolved in
accordance with the provisions of the Act
Section 12(2) of Act 152
A partnership must be distinguished from other types of
association of two or more individuals.
Section 3(1) of the Act expressly provides that in the
following cases no partnerships shall arise:
A company registered under the Companies Code;
A company, body corporate, or unincorporated association
formed under any other enactment;
A body corporate formed under the law of any foreign country
whether or not carrying on a business in Ghana; or
A joint venture without a firm name for one or more specific
operations.
Ownership of property by a family does not of itself
create a partnership whether or not the members share
profits made out of the property.
This applies equally to property co-owned by two or more
persons. Section 3(2) of Act 152
FEATURES OF PARTNERSHIPS
The sharing of net profit of a business is an
essential feature of a partnership.
It is therefore provided that the sharing of
profits must be taken as prima facie evidence of
the existence of partnership. Section 3 (3) of Act
152
BUT the fact that the pay of a servant or agent
is computed on the basis of share of the profit of
a business does not of itself make such servant
or agent a partner. Section 3(3)(a) of Act 152
Although the partnership is treated as a body
corporate, each partner is liable, without
limitation, for the debts and obligations of the
firm.
He is, however, entitled to an indemnity from
the firm and to contributions from his co-
partners in accordance with his rights under
the partnership agreement. Sections 12 (3) and
16 of Act 152
Every partner is agent of the firm for the purposes
of the firm’s business.
1. His acts therefore are binding on the partnership if
such acts are authorizes expressly or impliedly by the
other partners or subsequently ratified by them.
2. In order to bind the partnership, the acts of a partner
must be done for carrying on, in the usual way, the
business of the firm.
3. The firm is not bound by the act of a partner who has
in fact no authority to act for the firm in a particular
matter and the person dealing with him knows that he
has no authority. Section 14(1) and (2) of Act 152
4. Where the acts of a partner are for a purpose
apparently unconnected with the ordinary course of the
firm’s business, the firm is not bound unless he is in fact
authorized by the other partners or his act is
subsequently ratified by them. Section 14(3) of Act 152
5. The partners may agree between themselves to place a
restriction on the power of anyone or more of them to
bind the firm.
6. Where there is such an agreement no act done in
contravention of it shall be binding on the firm with
respect to persons who have notice of the agreement.
7. An agreement purporting to limit the extent of the
liability of the firm or the partner is respect of any act
binding on the firm, shall not be effective except as
between the parties to the agreement. Section 14(4) of
Act 152
8. If an act or an instrument relating to the business of a
firm is done or executed in the firm name or in any
other manner showing an intention to bind the firm
by a person authorized to do so, it is binding on the
firm whether person is a partner or not. Section 15(1)
of Act 152
9. Where there is an existing partnership, a person newly
admitted in to it is not liable for any debts incurred
before he became a partner.
10. The liability of a partner does not cease on his
retirement from the firm in respect of debts and
obligations incurred before his retirement. Section 17
(1) and (2) of Act 152
11. A retiring partner may enter into an agreement
between himself, the firm and a creditor to be
discharged from any existing liability.
12. Such an agreement may be either express or be
inferred as a fact from the course of dealings between
the creditor and the firm as newly constituted.
13. A person who deals with a firm after the retirement
of a partner is entitled to treat the retired partner as
still being a partner until he has notice of the
retirement and retired partner shall, in that event,
be liable as if he has not retired.
14. A person who has had dealing with affirm prior to
the retirement of a partner must have actual
knowledge of the retirement.
15. An advertisement of the retirement of a partner in a
daily newspaper in circulation in the district where
the firm’s principal place of business is situated is
considered to be notice to persons who have not had
dealings with the firm prior to retirement. Section
17(3) and (2)of Act 152
Partners stand in a fiduciary relationship towards
the firm and towards one another.
For this reason every partner is under the
following obligations.
1. To render to every other partner full information of
all things affecting the firm;
2. To account to the firm for any benefit derived by him
without the consent of the other partners from any
transactions concerning the firm or from any use by
him of the firm’s property, name or business
connections; and
3. To account to and pay over to the firm, all profits
made by him in any business of the same nature as
and competing with that of the firm which carries on
directly or indirectly without the consent of the other
partners. Section 34 of Act 152
The mutual rights and duties of partners
are specified by the agreement between
them but subject always to the provisions
of the Act.
 These rights and duties may be varied by the
consent of all the partners.
 Consent to vary the terms of the partnership
may be express or inferred from a course of
dealings. Section 35(1)of Act 152
Section 35(2) of the Act lays down a number
of rules, which apply to partnerships subject
to agreement express or implied.
Under Section 35(2)
1. A partners shall be entitled, subject to a contrary
intention expressed in the partnership agreement, to
share equally in the capital and profits of the firm and
shall contribute equally towards losses sustained by the
firm;
2. The firm shall indemnify every partner in respect of
payment made and personal liabilit8es incurred by
him-
– In the ordinary and proper conduct of the business of the firm;
and
– In or about anything necessarily done for the preservation of the
business or property of the firm.
3. If a party makes, for the purpose of the firm, any
payment or advance beyond the amount of capital
which he has agreed to subscribe, he shall be entitled to
interest at the rate of five per cent per annum from the
date of payment or advance;
4. A partner shall not be entitled to payment
of interest on further payments or advances
before the profits of the firm have been
ascertained
5. Every partner may take part in the
management of the business of the firm; No
partner is entitled to remuneration for
acting in the firm’s business;
6. No person may be introduced as a partner
without his consent and the consent of all
the existing partners;
7. No change may be made in the nature of the
firm’s business without the consent of all
existing partners; however, differences arising
as to the firm’s ordinary business my be
decided by a majority of partners; and
8. The partnership books and accounts must be
kept at the place of business of the firm or the
principal place of business if there is more
than one.
9. The proportion of each partner’s share may
be and is usually specified in the agreement
and may not necessarily be equal.
10. The figure of five per cent per annum may be
varied by agreement.
INTRODUCTTION TO COMPANY
LAW IN GHANA
INTRODUCTION
The Objectives are four fold, namely;
To describe the nature and scope of Company Law
To present a history of Company Law, with special
reference of Ghana;
To present an outline of business organizations apart from
the limited liability and unlimited companies, namely
The sole proprietorship
And incorporated private partnership; and
To present an outline of not-for-profit organizations apart
from the company limited by guarantee, namely
incorporated trust
NATURE AND SCOPE OF COMPANY LAW
In the narrow and strict sense, Company Law covers the

substantive law and procedures relating to the Company.
In this sense, the student of company law is required to know
How companies are formed and dissolved
The requirements that companies must fulfill before they can
commence business;
The rights, duties, powers and liabilities of members, officers and
auditors of the company
The raising, disbursing, accounting and auditing of funds and
capital of the company; and
The supervision of corporate affairs by the executive (i.e. the
Registrar) and the judiciary (i.e. the courts)
SOURCES OF COMPANY LAW IN GHANA
Company Law has 3 Aspects which operate

in concert. These are;
Statutory provisions, i.e. the Companies Act
Judicial decisions regarding corporate disputes,
i.e. case law
The theoretical underpinnings of the statutory
and case law
HISTORY OF COMPANY LAW IN GHANA
In 1957, Ghana, formerly the Gold Coast, attained her
independence from the United Kingdom.
As a British colony, Ghana’s Company Law has been shaped by
the British in two respects.
Firstly the historical development of Company Law in Ghana is linked
with the historical development of Company Law in Britain
Secondly, the Gold Coast Companies Ordinance of 1907 was passed by
the colonial legislators.
Mankind has formed associations to conduct business right from
the outset of commerce.
But the antecedents of modern business company developed in
Europe in the medieval times when gilds were established to
preserve the monopoly of particular trades and regulate
members
The first British legislation on companies was passed in the mid 19th
century;
An Act for the Registration, Incorporation and Regulation of Joint Stock
Companies, 1844 (Joint Stock Companies Act, 7 and 8 Vict., c. 110)
Since then, Britain has had
Various Companies Clauses Acts, which apply to companies incorporated by
special Act of Parliament,
Various Companies Acts, which apply to companies incorporated by registration
There has been other legislation directly relating to companies in Britain
The first legislation on companies directly applicable in the Gold Coast (now
Ghana) was the 1907 Companies Ordinance
The second is the 1963 Companies Code
The 1907 Ordinance was hastily drafted. It did not take account of local
conditions nor even review the state of law either in Britain or the Gold
Coast at the time it was enacted.
The 1907 Ordinance virtually reproduced the 1862 English Companies
Act.
But in 1907, the 1862 English Companies Act itself was outdated and
indeed received substantial amendment the following year (i.e. 1908,
through the Companies (Consolation) Act.
THE IMPORTANCE OF COMPANY LAW
Company law is a subject that is a requirement

for many professions, including accountants,
administrators, bankers, BARRISTERS,
chartered secretaries, insurers, SOLICITORS,
stockbrokers and tax consultants.
A simple, fundamental, but seldom asked
question therefore arises: why do so many
professions require knowledge of company
law? Why indeed, should any one study
company law?
The simple answer is that company law is popular
because, perhaps, it is the most important and most
practical specialized area of law.
An incorporated company (i.e. simply “company”) is the
paradigm artificial legal person,
the student of company law is equipped
with the skills to function in the context of any type of corporate
body,
draft constitutions (regulations),
comprehend fiduciary responsibility,
keep and interpret books of accounts, and
know the requirements of an audit.
This is the practical importance of company law.
A sound knowledge of company law is a grounding in a
practical aspect of the law.
THE CORPORATE PERSONA
Incorporated companies are artificial legal
persons.
Artificial legal persons are creatures of law
in that they are established by law.
Artificial legal persona have capacity to
enter into contracts, own property, sue and
be sued, and they have permanent
succession unless formally wound up.
But company are not the only artificial legal
persons.
In Ghana, there are registered private partnerships, and
incorporated trust.
Each of these is established and governed by separate legislation.
Incorporated Companies are registered under the provisions of the
Companies Act, 1963 (Act 179).
Statutory corporations are directly established by Acts of Parliament.
Incorporated Private Partnerships are registered pursuant to the
Incorporated Private Partnerships Act, 1962 (Act 152).
Incorporated Trusts are established pursuant to the Trustee
(Incorporation) Act 1962 (Act 106).
The principles of company law apply to all artificial legal
persons in much the same way.
Amongst other things, company law covers how to establish and
dissolve an incorporated body.
And there is a common thread in the obligations of directors,
partners and trustees.
Furthermore, though an artificial legal person, the
incorporated body must act through human beings
company law sets out or reminds us of the duties imposed on
these persons;
the limits of their businesses or objects and powers; and
the effects of their actual or apparent authority, particularly
as they affect innocent third parties who have given value.
Furthermore, by law, certain businesses can only be
conducted by incorporated bodies-such as
banking,
insurance,
stock-broking and
those governed by the Ghana Investment Promotion Act,
1994 (Act 478).
It should therefore be obvious why bankers, insurers, stockbrokers
and foreign investors must be interested in company law.
CONSTITUTIONAL ARRANGEMENTS
Constitutional arrangements cover structures, powers,
procedures, and checks and balances.
So too does company law. Companies are incorporated to
carry on specified businesses or objects.
They have various organs- i.e. the board of directors and the
general meetings-each of which is vested with specified powers.
The consideration and drafting of the company’s regulations-
containing structures, powers, procedures, and checks and
balances-is itself a rewarding exercise in constitutional law.
Model or precedent regulations, particularly of companies
limited by guarantee, may be modified or adapted for
constitutions of various clubs and societies.
A study of company law therefore finds relevance in other
facets of life.
Again, company law reminds us of the importance of checks
and balances.
Those at the helm of affairs are, and must be, subject to
legal controls, checks and balances.
Let us take the case of directors.
Directors wield considerable powers.
It is in their hands that the running of the affairs of a company is
entrusted. (Section 179 of Companies Act, 1963 (Act 179).
But there are checks imposed on directors by a company’s
regulations and the Companies Act, 1963 (Act 179).
For example, they are not to grant loans to themselves to purchase or
subscribe for shares in their companies or associated companies (Section
58(d) of Act 179);
they are not to dispose of the whole or substantially the whole of a
company’s assets or undertaking (Section 202(1)(a));
they are not to make donations exceeding the greater of a specified amount
or 2% of the income surplus of a company at the end of the immediately
preceding financial year (Section 202(1)(c).
Company law also has its counterpart of declaration
of assets by politicians and high public officers.
In addition to a company’s Register of Directors and
Secretary (Section 196 of Act 179), there is a Register of
Directors’ Holdings which is to contain particulars of
securities held by directors including the number,
description and amount of shares and debentures in the
company or associated company in which a director has
any right or interest to acquire or of which he has an
option to buy or sell (Section 215(1) of Act 179).
And the company’s accounts must reflect particulars of
directors’ emoluments, pensions and compensations to
directors in respect of loss of office (Section 128(1).
Particulars of emoluments of directors include
fees, salaries and percentages, expenses allowances, contributions paid under any
pension scheme, and the estimated value of benefits in kind paid to the director as
director of that company or an associated company (Section 128(2)).
Particulars of pensions of director or past directors include
any pensions paid or received in respect of services of a director or past director of
the company, or in respect of services, while a director of the company, in
connection with the management or as an officer of that company or an associated
company, whether that pension is paid to, or received by, the director or past
director or any other person (Section 128(3)).
Particulars of compensation, include
fees, salaries and percentages, expense allowances, contributions paid under a
pension scheme, and the estimated value of benefits in kind except benefits of the
character and value that are customarily afforded to employees other than
directors, paid to, or receivable by, a director in respect of the director’s services
as an officer of the company or an associated company.(Section 128(4) of Act 179).
Any sum and the value of any other valuable consideration paid or receivable in
connection with retirement from office or as damages for breach of contract of
service shall be deemed to be paid or receivable by way of compensation for loss of
office.
Let us also take the case of promoters.
A promoter is any person who is or has been engaged or interested in the
formation of a company, excluding a person acting in a professional
capacity for the one who is forming the company. (Section 12(1) of Act 179).
From this definition, we notice that many people are covered. Any they must
know the law that governs their affairs.
In any event, promoters, too, are kept in check.
They stand in a fiduciary relationship to their company;
they must observe utmost god faith; and
they must compensate the company for any loss suffered by the company in breach
of their fiduciary duties. (Section 12(2).
And if a promoter acquires any property or information for himself when he should
have done so for his company, he shall account for the property and for any profits
he may have made from the use of the property or information (Section 12(3)).
The fiduciary duties, and the duties to compensate and to account, serve as
checks on promoters.
These duties and checks apply to directors, partners, trustees and kindred
personalities. In this regard, the principles of company law have wide,
general and practical applications.
Let us also take the case of auditors.
Although not officers of a company, they nevertheless
owe fiduciary responsibilities to the company as a whole
and shall act in a faithful, diligent, careful and skilful
manner (Section 136(1)).
In fact, no provision of the company’s regulations, or
any contract, or any resolution of the company shall
relieve an auditor from the duty to act as aforesaid or
relieve the auditor from any liability incurred as a result
of a breach of the auditor’s standard of care and duty
(Section 136(2).
Bluntly put, there are no indemnity and amnesty clauses
for auditors.
They must do their jobs well-to the requisite
professional standards-or else face the consequences.
Finally, on the matter on checks and balances, in addition to
internal checks specified by the company’s regulations and
internal procedures, there are external checks by the Registrar
of Companies and by the High Court of Justice.
The Registrar has considerable powers (e.g. see Section 25 on
ultra vires, and section 26(4) on alteration of a company’s
authorized business).
He has standing to commence or intervene in various court
proceedings (Sections 219and 228 of Act 179);
he has powers of investigation and inquiry regarding company
improprieties (section 134(4)(b));
in exceptional cases, he may appoint an auditor (Section
149(4)); and
instances where the directors fail to convene an annual general
meeting as required by law, the Registrar may do so (Section
217 of Act 179).
These are but a few instances to demonstrate the Registrar’s
role as a check.
By way of checks, the High Court can
provide injunctions and declarations in the
event of illegal or irregular activity (Section
218 of Act 179).
Further, the High Court can remedy
oppression and unfairness.
Briefly stated, company law makes a
necessary but implicit excursion to
constitutional law where structures, powers
and procedures are defined and checks and
balances are imposed.
FIDUCIARY DUTIES
In the preceding slides, we alluded to
fiduciary duties. Notable among these
fiduciary duties are the following:
To act in the best interest of the company;
To avoid a conflict of interest;
To make timely and full disclosure of all
material facts;
Not to make a secret profit; and
To account.
Company law stresses the fiduciary nature of the
relationship of various person-whether or not they
are officers of the company.
Section 2 of the First Schedule of the Act 179 states
that:
“officer in relation to a body corporate, means any
director, secretary or employee of that body corporate and
a receiver and manager of a part of the undertaking of that
body corporate appointed under a power contained in an
instrument, and a liquidator of a company appointed in a
members’ voluntary winding up, but does not include a
receiver, not being a manager, or a receiver and manager
appointed by the Court, or a liquidator appointed under
the provisions of the Companies (Liquidation) Act, 1962
(Act) or an auditor of a company; ”
And section 216 of the Act 179 provides
that;
“The rights, duties and liabilities of officers and
agents of companies shall continue to be
governed by the rules of the common law and
equity relating to principal and agent and
master and servant except in so far as those
rules are inconsistent with the express
provisions of this Act”
From the foregoing, it is not only “officers” of the company
who owe fiduciary duties.
In fact, as an artificial legal person, a company may be
“principal” or “agent”; or it may be “master” or “servant”.
All these owe fiduciary duties-not officers only.
For example. Auditors are not officers of the company, but
they nevertheless owe fiduciary responsibilities to the
company as a whole and shall act in a faithful, diligent,
careful and skilful manner (Section 136(1)).
As previously noted, no provision of the company’s
regulations, or any contract, or any resolution of the
company shall relieve the auditor from any liability
incurred as a result of a breach of the auditor’s standard of
care and duty (Section 136(2)).
Again, promoters owe fiduciary obligations even though they
predate incorporation and therefore cannot be said to be
officers or agents or servants of a yet-to-be-born company.
Section 12 of the Companies Act imposes the following duties
on promoters pending the complete formation of a company;
(a) to stand in a fiduciary relationship to the company,
(b)to observe the utmost good faith towards the company in a
transaction with it or on its behalf,
(c) to compensate the company for a loss suffered by it by reason of
the promoter’s failure so to do, and
(d) to account to the company where he acquires a property or an
information in circumstances in which it was the promoter’s duty as a
fiduciary to acquire it on behalf of the company.
Case law also confirms the fiduciary duties on the promoter.
ERLANGER v. NEW SOMBRERO PHOSPHATE CO. (1878)
3 App. Cas 1218 (H.L.).
BRIEFLY PUT, company law underscores the fact that
fiduciary duties are owed by
directors,
the company secretary,
employees,
a receiver lone,
a manager alone,
a receiver and manager,
promoters,
auditors, and
liquidators.
And these principles also apply to partners, trustees,
agents and servants.
The learning in company law of fiduciary duties has
broad applications.
THE LAW AND PROCEDURE OF MEETINGS
The law and procedure of meetings is itself a

separate legal discipline.
But a reading in company law summaries the
whole subject for us. (Sections 149-178 of Act
179).
We encounter meetings in numerous
circumstances in life-family meetings,
attendance at royal courts, in junior common
rooms, committee meetings, and so forth.
Meetings may be semi-informal or formal.
Using directors’ meeting, general and class meetings as a
paradigm, company law teaches
the law and procedure of meetings:
what constitutes a quorum,
whether a quarom is required all through a meeting, and
what happens if a quorum is not obtained within a specific period of
time;
adjournments,
materials to be circulated to persons who are eligible to attend
meetings;
chairing meetings, by whom, and
what happens if the chairman is late by a specified period;
voting types;
types of resolutions, namely ordinary and special, when each is
required and
how they may be distinguished; and so forth.
FINANCIAL RESPONSIBILITY
Company law also stresses the importance of financial
responsibility.
There are, for example, provisions touching on minimum
capital requirements which are intended to
ensure that a company is not to transact any business, exercise any
borrowing powers, or incur any indebtedness if it does not have a
minimum amount of capital, including cash-in-hand, which levels are
set by law. (Section 28 of Act 179).
The Companies Act also has provisions on minimum
subscription (Section 284 of Act 179), which are intended to
ensure that if an invitation to the public is made to subscribe for
shares in the company or buy debentures, the minimum amount that
is required for the project to take off shall have to be raised within 28
days after the waiting period-or else that invitation fails and funds
raised so far from the public invitation shall have to be returned
within the following 8 days. (Section 284(2) and (4) of Act 179).
The minimum subscription is the minimum amount of
money that is required by the public company to cover
the following matters:
the purchase price of a property purchased or to be purchased
which is to be defrayed in whole or in part out of the proceeds
of the issue;
any expenses incidental and preliminary to the invitation and
issue, including the expenses of an application to a stock
exchange for permission to deal in the shares or debentures,
payable by the company, and the commission so payable to a
person in consideration of that person agreeing to subscribe
for, or of that person procuring or agreeing to procure
subscriptions for, any shares or debentures of the company;
the repayment of any moneys borrowed by the company in
respect of any of the matters stated in this paragraph; and
working capital. (Seventh Schedule, para 24(b) of Act 179).
Company law does instill financial responsibility.
It teaches, and has rules governing, when a company may pay
dividend.
For a going concern, a company may only declare the payment of
dividends to shareholders upon the fulfillment of two conditions:
firstly that the company, after paying the dividend, is able to pay its debts
as they fall due; and
secondly, that the company has cash reserves or surplus income and in
any event the payment should never exceed the company’s income
surplus. (Section 71 of Act 179).
The effect of these two conditions is that a company shall not
borrow to pay dividends; nor shall a company pay dividends
simply because its assets exceed its liabilities: there must be an
income surplus.
Though imprecisely put, suffice it to say that the income surplus of
a company with share is its net cash assets. (Section 70 of Act 179).
Financial responsibility is again reflected in the limitations
imposed on directors.
We have already alluded to two limitations imposed on directors
pursuant to section 202 of the Companies Act, namely,
that directors shall not dispose of substantially the whole of a
company’s undertaking or assets; and
they shall not make voluntary contributions that exceed the greater of
a specified amount or 2% of the income surplus of the company as
determined at the end of the immediately preceding financial year.
There is a third limitation imposed on directors by the section
202 of Act 179, namely,
they shall not issue new or unissued shares, excluding treasury shares,
unless these shares have first been offered on the same terms and
conditions to all existing shareholders or to all the holders of the shares
of the class or classes being issued in proportion as nearly as may be to
their existing holdings.
These limitations on the powers of the directors contribute to
ensure financial responsibility.
ACCOUNTS
Accounts are matters for accountants.
But in matters of commerce everyone must know some elementary
accounts.
Furthermore, in legal society, everything is governed by law-even
accounts.
The Companies Act requires companies to keep proper books of
accounts with respect to its financial position and changes therein,
and with respect to the control of and accounting for all property
acquired by the company whether to be resold or used by the
company.
In particular, the Companies Act requires companies to keep proper
books of account with respect to:
all sums of money received and expended by, or on behalf of, the company
and the matters in respect of which the receipt and expenditure takes place
all sales and purchases by the company of property, goods and services, and
the assets and liabilities of the company and the interests of the members in
the company. (Section 123(1) of Act 179).
The Act also requires the directors of the company to
distribute to members and debenture holders at least once
every calendar year and at intervals not longer that 15
months a Profit and Loss Account and Balance Sheet.
(Section 149(1) and (2) of Act 179).
Company law sets out the character and content of these
financial statements.
That is another reason why company law is important for
the purposes of accountancy.
The Profit and Loss Account and the Balance Sheet may
easily be applied to
the sole proprietorship,
the incorporated private partnership,
the statutory corporation, or
any other vehicle that carries on business.
A Profit and Loss Account is a financial statement,
which shall give a true and fair view of the profit or
loss of the company for the period to which it relates.
(Section 125(3)(a).
Part I of the Fourth Schedule of the Companies Act
details the contents of the Profit and Loss Account.
Suffice it to say that a Profit and Loss Account shows
all revenues and expenditures of the company in the
course of its operations during the financial period
that it relates to. If more revenue is generated that
expenditure, the difference constitutes a profit or
income.
However, if expenditure exceeds revenues, the
difference constitutes loss.
A Balance Sheet is a financial statement which, shall give a
true and fair view of the state of affairs of the company as
at the end of the company’s financial year. (Section 126(1)
of Act 179).
Part II of the Fourth Schedule of the Companies Act details
the contents of the Balance Sheet.
Suffice it to say that the Balance Sheet has five features:
1. it gives a picture of the company’s assets (current and fixed) at
the end of the financial year (Section 13 of Part II of the Fourth
Schedule to the Act 179)(A current asset is one whose life is
expected to be less than 12 months from the date of the Balance
Sheet)
2. it gives a picture of the company’s liability (current and other)
at the end of the financial year (Section 13 of Part II of the
Fourth Schedule to the Act 179)(A current liability is one that is
due and payable within 12 months of the date of the Balance
Sheet-c.f. Section 24
3. it makes provision for a Capital Surplus Account.
(The Capital Surplus Account refers to the amount
by which a company’s surplus, as defined by
section 69 of the Act, exceeds any credit balance of
the Share Deals Account plus the balance of the
Income Surplus Account if a credit or minus that
balance if a debit. See Section 31of Part II of
Fourth Schedule to Act 179)
4. it provides notes on miscellaneous matters. (Section
35 of Part II of Fourth Schedule to Act 179); and
5. in order to facilitate comparison, it shows the
corresponding amount for each item of the
immediately preceding financial year. (Section 36 of
the Part II of the Fourth Schedule to the Act 179).
AUDITING
Finally, company law governs auditors’ duties.
We have previously observed that auditors
must maintain their professional standards
and that no regulations, contract or resolution
can absolve them from their liabilities arising
from sub-standard work.
It only remains to be added that the Fifth
Schedule of the Companies Act specifies the
matters that must be expressly stated in
auditors’ report
Under Fifth Schedule of the Companies Act, the
auditor’s report must expressly state:
1. Whether the auditors have obtained the information
and explanations which to the best of their knowledge
and belief were necessary for the purposes of their
audit.
2. Whether, in their opinion, proper books of account
have been kept by the company, so far as appears from
their examination of those books, and proper returns
adequate for the purposes of their audit have been
received from branches not visited by them.
3. Whether the company’s balance sheet and, unless it is
framed as a consolidated profit and loss account, profit
and loss account dealt with by the report are in
agreement with the books of account and returns.
4. Whether, in their opinion and to the best of their
information and according to the explanations
given them, the accounts give the information
required by this Act in the manner so required
and give a true and fair view,
in the case of the balance sheet, of the state of the
company’s affairs at the end of its financial year; and
in the case of the profit and loss account, of the profit or
loss for its financial year; or, give a true and fair view of
the balance sheet or the profit and loss account subject
to the non-disclosure of any matters, to be indicated in
the report, which by virtue of Part Four of the Fourth
Schedule to the Act are not required to be disclosed.
5. In the case of a holding company submitting
group accounts, whether, in their opinion, the
group accounts have been properly prepared
in accordance with the Act so as to give a true
and fair view of the state of affairs and profit
or loss of the company and its subsidiaries
dealt with so far as concerns the interests of
the company or so as to give a true and fair
view of those affairs or of the loss or profit
subject to the non-disclosure of any matters,
to be indicated in the report, which by virtue
of Part Four of the Fourth schedule to the Act
are not required to be disclosed.
SUMMING UP ON IMPORTANCE
As we have seen, the student of company is
equipped with the skills to function in the
context of any type of corporate body, draft
constitutions (regulations), comprehend
fiduciary duties, conduct meetings,
maintain sound secretarial practice, ensure
financial responsibility, keep and interpret
books of accounts, and know the
requirements of an audit.
CONCLUSION
Introduction
Fiduciary duties
Accounts
Auditing
COMPANY LAW 1
LECTURE 1
UGBS 401,
7 SEPT 2018
TH
FORMATION OF COMPANIES
WHO CAN FORM A COMPANY?
Section 8 of Act 179
Any one or more persons may form an incorporated company
by complying with the Companies Act in respect of registration
IS IT COMPULSORY TO FORM A COMPANY?
A company, association or partnership consisting of more than
twenty persons must be registered as a company before it can
carry on a business.
ARE ALL COMPANIES GOVERNED BY ACT
179?
a special legislation relating to companies carrying on the
business of banking, insurance or any other business which is
subject to special regulation is not affected by the Companies
Act
HOW TO FORM A COMPANY?
Sec 14 of Act 179
company may be formed by delivery to the Registrar
for registration a copy of the proposed Regulations
or constitution of the proposed company.
where the Registrar is satisfied with the contents of
the Regulations, he “shall register the said
Regulations”.
What are the contents of the Regulations?
Read Sections 16 of Act 179
Second Schedule to Act 179 CHEW IT BY HEART
DRAFTING THE COMPANY’S
REGULATIONS
the name of the company,
“Limited” at end of name of a company limited by shares;
the business or objects of company
Statement that the company has the powers of a
natural person of full capacity
the names of the first directors of the company;
Statement that the powers of the directors are limited
With limited companies, a statement that members’
liabilities are limited
With limited liability companies, the number of
shares
With limited guaranteed companies
Regulations must contain the ff additional info,
Statement that income of limited guaranteed
company shall be applied solely towards the
promotion of its objects
Statement that each member undertakes to
contribute to the assets of the company in the event
of its being wound up
Statement that if, on the winding up, there remains
after the discharge of all its debts and liabilities a
property of the company that property shall not be
distributed among the members but shall be
transferred to some other company limited by
guarantee having objects similar to the object
REGISTERATION OF REGULATIONS
DUPAUL WOOD TREATMENT v ASARE

[2005-06]SCGLR 667, 696-7
Sophia Akuffo JSC
“By virtue of section 14 of the Code, a company
comes into existence when its regulations are
delivered to the Registrar of Companies and he
enters the same into his register. It is the act of
registration that incorporates the company, such
incorporation being evidenced by the Registrar’s
certificate of incorporation”
In Aug 1975, one Dr. Duffour and a Mr.
Asare subscribed to the Regulations of a
limited liability company, called Dupaul
Wood Treatment (Gh) Ltd., as such as
became hareholders and members of the
company, each holding 50% of the issued
share capital.
Later, they disagreed on their shareholding
in the company and also on the issue of
whether Mr. Asare was still a member of the
company
Mr. Asare sued in the Sekondi HC for a declaration,
among others, that he is a shareholder and member
of the company and he holds 50% of its issued
capital
The HC found that the Mr. Asare had 50%
shareholding in the company, however under a new
Regulations of the company, which he, Mr. Asare,
subscribed to on 1 May 1980, his shareholding has
been reduced to the status of 10% of the “A” shares
The HC therefore dismissed Mr. Asare’s claim that
he was a shareholder and a member of the company
with 50% shares
Mr. Asare appealed to the CA. The CA
reversed the decision of the HC, on the
ground that Mr. Asare was a shareholder
and member of the company in terms of
Section 30 of Act 179, and that his
shareholding had been reduced to 10% in a
manner that was harsh. The CA further
held that Mr Asare had been thrown out of
the management of the affairs of the
company despite the fact that he had
originally been a shareholder-director
Dr. Duffour in turn appealed to the SC on ground that
the CA erred in relying on the original Regulations
instead of the new Regulations. In response, Mr. Asare
argued that the new Regulations had not been
registered as required by Section 14 and that the
Regulations could not be so registered until sections 16
and 18 of the Companies Act had been complied with
Dr Duffour rebutted that the new Regulations had
been adopted pursuant to Section 22, and that the
company had adopte the new Regulations as an
existing company registered under the Act
The SC held that the new Regulations could not have
legal effect until registered under Section 14
REGISTRAR’S REFUSAL TO REGISTER
Registration of the Regulations by the

Registrar is not automatic
i.e. The Registrar is not bound to register
BUT the Registrar cannot act arbitrary, one
may sue in court for order of MANDAMUS
to compel issuance of certificate of
incorporation
Otherwise, READ section 14 very well.
AT WHAT POINT IS REGISTRATION?
The registration of a company occurs when its
proposed Regulations are duly registered with the
Registrar and a CERTIFICATE OF
INCORPORATION is issued by the Registrar
Section 14 provides to the effect that
Once registered, the Registrar must certify under his seal
that the company is incorporated and, in the case of a
limited company, that the liability of its members is limited.
the certificate of incorporation is conclusive evidence that
the company is duly registered and incorporated under Act
179.
The Registrar may refuse to register if:
the Regulations do not comply with Act 179
the objects for which the company is being
formed or the business which it is to carry on or
any of them are unlawful,
 any of the subscribers to the Regulations is
an infant or of unsound mind, or
any of the directors, named in the Regulations
is under section 182, incompetent to be
appointed a director.
REGISTRATION, SO WHAT…?
Section 27,
Registration does not mean that, the newly
incorporated company can transact a
business, exercise a borrowing power, or
incur an indebtedness
However, it is permitted to do those things
which are incidental to its incorporation or
to obtaining subscriptions to or payment for
its shares,
FILE PARTICULARS
A return in duplicate, in prescribed form, giving particulars of
 its name;
 its authorized business, or, objects;
 the names and addresses of its directors ;
 the name and address of its auditor;
 the addresses of its registered office and principal place of business in
Ghana;
 The address at which register of members is kept
 if the company has shares,
 the amount of its stated capital, as defined in section 66,
 the number of its authorized shares of each class, and
 the number of its issued shares of each class and the amount paid on those
shares
 If the company is limited by shares, the return must state that the
declaration required by sec 28(1) has been delivered to the Registrar
for registration.
 The return must be signed by 2 directors and the secretary of the
company.
 The Registrar shall register the return and publish a copy of the return
in the Gazette.
MINIMUM CAPITAL REQUIREMENT
Section 28 to do business, a limited liability
company
must show that its members have paid for its issued
shares with minimum value of
twenty million cedis of which at least five million cedis
shall be paid in cash in respect of a public company
five million cedis of which at least one million cedis shall
be paid in cash within the meaning of respect of a private
company
File a declaration in the prescribed form verifying
that the payments have been received
Declaration must be signed by all directors and
secretary.
EFFECT OF INCORPORATION:
GENERAL
ADEHYEMAN GARDENS LTD. v ASSIBEY [2003-
04]2SCGLR 1016, AT1026
Sophia Akuffo JSC
“Section 21 of the Code shows that the regulations of a
company is no mean document. It is the registration of
the regulations that brings the company into existence
as a body corporate…Once registered, the regulations
have, inter alia, the effect of contract under seal
between (i) the company and its members; (ii) the
company and its officers; (iii) the members and the
officers of the company; (iv) the members inter se; and
(v)the officers of the company inter se”
In April 1991, Adehyeman Gardens Ltd, was
incorporated as limited liability company
with 1,000,000 shares of no par value
The Regulations of the company showed that
the MD subscribed to 600,00 shares, paying
₵600,000; one Nana Osei Afriyie and the
respondent, Peter Osei Assibey, each
subscribed to 200,000 shares each, and each
paying ₵200,000
These 3 subscribers and one Patrick Ewusi
Sekyi, were the first directors
A dispute arose between the MD and the respondent, Peter Osei
Assibey, as to whether the respondent was a fully paid up
member of the company and thus entitled to participate in the
day to day running of the company
Later the company’s lawyers wrote to the respondent
to inform him that he was a ‘nominal shareholder’,
and purported to offer him 20% shares in the company
The respondent was asked to pay an unspecified
amount as consideration for the shares within 14 days
by contacting the MD’s office
The MD also follow up with another letter, now
informing him that the net value of the company’s
assets was ₵237,051,291, and the respondent must pay
20% of this amount.
On 31 Oct 1995, the MD filled at the Companies
Registry a form of notification of change of
directors notifying the Registrar of the
appointment of five new directors
No shareholders’ resolution was exhibited
The respondent sued in the HC and lost, and
further appealed to the CA, where he won, the
company and the MD then appealed to the SC.
One of the issues before the SC was whether the
respondent became a member and shareholder
of the company by reason of his subscription to
the regulations of the company.
In response to this issues, Sophia Akuffo JSC
made the statement quoted above.
EFFECTS OF INCORPORATION:
SEPARATE LEGAL PERSONALITY
The fundamental principle of company law is that a
company is a separate legal entity distinct from its
members.
A company is said to have separate legal personality
in its own right.
All companies, irrespective of their size, have certain
characteristics in common.
Even where a company is ‘owned and controlled’ by
one person, the principle of separate legal entity
operates and the company has a separate legal
identity from its owner and managers.
SALOMON V SALOMON CO. LTD [1897]
AC 22.
Mr. A. Salomon had converted the
unincorporated leather and boot business he
was running as a sole proprietor into a limited
liability company, called Salomon Company
Limited.
He owned all the shares of the company except
six which were held by his wife and 5 children.
He became both the majority shareholder and
secured creditor of the company.
Eventually the company was wound up a year
after its incorporation and the assets of the
company were not sufficient to pay all the
creditors.
The liquidator acting on behalf of the unpaid
creditors and the company brought an action
against Mr. Salomon.
The central issue was whether the company
was a separate legal person from Mr. Salomon
and whether Mr. Salomon was responsible for
the debts of the failed company.
The House of Lords held that once the
company was lawfully incorporated it became
a separate legal entity distinct from its
shareholders
Lord MacNaghten explained the position
thus:
“The company is at law a different person
altogether from the subscribers, and, though it
may be that after incorporation the business is
precisely the same as it was before, and the
same persons are managers, and the same
hands receive the profits, the company is not in
law the agent of the subscribers or trustee for
them. Nor are the subscribers as members
liable, in any shape or form…”
It was further held that Mr. Solomon was
not liable for the debts of the company.
MORKOR V KUMA
Sophia Akuffo, JSC
“A company is, thus, a legal entity with a
capacity separate, independent and distinct
from the persons constituting it or employed by
it. From the time the House of Lords clarified
this cardinal principle more than a century
ago in the celebrated case of Salomon v
Salomon [1897] AC 22, it has, subject to
certain exceptions, remained the same in all
common law countries and is the foundation on
which our Companies Code is grounded.”
SEC 24 OF ACT 179
The decision in Salomon v Salomon has also
received legislative backing and recognition
in section 24 of the Companies Act which
provides that in furtherance of a company’s
objects or business, the company has the
same capacity as a human being of full age.
COMPANY LAW 1
LECTURE 3
UGBS 401,
14TH SEPT 2018
OUTLINE
PROMOTERS
PRE-INCORPORATION CONTRACTS
ULTRA VIRES
THIRD PARTY PROTECTION
PROMOTERS
DEFINITION
Any person who is or has been engaged
or interested in the formation of a
company (Sec 12(1)
However, it excludes a person acting in a
professional capacity for the persons who
are engaged in procuring the formation of
the company
PROMOTERS’ DUTIES AND
LIABITILITIES
Pending the complete formation of a
company, the promoter has certain
statutory and fiduciary duties
Read Section 12 (2), Fiduciary, Utmost Good
Faith, Compensate
Account. Section 12(3)
ERLANGER v. NEW SOMBRERO
PHOSPHATE CO
A Paris banker, Erlanger headed a syndicate
the syndicate acquired a lease of an island in
the West Indies for £55,000 with the right to
work its phosphate deposits
New Sombrero Phosphate Company was
formed and first directors named
Lord Mayor of London, independent of the
syndicate
2 directors abroad
Remaining directors as puppet of Mr. Erlanger
The lease was sold to the company through a
nominee for £110,000
This purchase price was then purported ratified
by the directors without inquiry 8 days later
Shares were floated to the general public
The real circumstance of the sale and purchase
were not disclosed to the public until 8 month
later when the phosphate failed
The shareholders then removed the old directors
and appointed new directors
New directors brought action to rescind the sale
to it by the nominee company
the House of Lords held that
the promoters owe fiduciary duties to the
company including duty to disclose all material
facts relating to the contract to an independent
board of directors which may the choose to
agree with the terms.
failing full disclosure of all material facts by the
promoters, a contract entered into between the
latter and the company was voidable at the
company's option.
This decision has informed the Ghanaian
Position.
What then is the Ghanaian Position. Read
Section 12 (5) of Act 179
The company may rescind at any time and there
is no limitation time (sect 12(5)
the court may relieve the promoter in whole or in
part from liability if the court thinks it fit and
equitable to do so (Section 12(4)
RATIFICATION OF CONTRACTS WITH
PROMOTERS
A contract between a promoter and the
company may be ratified by the company.
however, in order for there be valid ratification,
section 12 (4) of the act adopts a scheme which
attempts to ensure independent consideration
by the company prior to ratification if a
number of conditions are satisfied.
There must be full disclosure by promoter
of all material facts known to him
whether a fact is material or not is a question
of fact to be determined by the court.
in making its determination, the court will
consider all of the circumstance.
full disclosure is necessary but not sufficient
condition
In addition, the contract must be entered into or
ratified in one of three ways,
By the board of directors if they are independent of
the promoter
Where a director is independent of a promoter is a question
of fact which the court will decide upon after considering
all the facts
If there a non-independent director, the board cannot deal
with the matter
By all members
It is immaterial that the members are independent of the
promoters
Members need not necessarily signify their approval in a
general meeting. They can circulate a resolution for
signatures
By a general meeting at which the promoter and all
shareholders of any shares in which the promoter is
beneficially interested shall vote on the resolution to
enter or ratify that transaction
PRE-INCORPORATION CONTRACTS
just as the unborn child cannot be party to

a contract, neither can a yet-to-be-
incorporated company enter into contract
definition and features
a contract made between person other
than the subject incorporated
company, in connection with the
company, before incorporation
There are 3 main features
parties to the pre-incorporation contract
The subject company cannot be a party since it was not
in existence at the time of the contract
before incorporation, a company has no existence at all
and so a non-existent company cannot be a party to a
contract
it may only be party when after its incorporation, it
chooses to adopt or ratify the contract entered into by its
promoters
subject-matter of the pre-incorporation contract
pre-incorporation contracts are usually made in
anticipation of incorporation.
chronology
all pre-incorporation contracts are made before the
company is formed
Common law position
KELNER v. BAXTER
Jan 27, 1866, Mr. John Kelner Baxter offered in writing
to the 3 promoters of a yet unformed company to sell
wine to the named individual promoters
the proposed company was Gravesend Royal Alexandra
Hotel Company
the wine was delivered and consumed
Feb 1, 1866, the proposed directors held a meeting and
purported to ratify the purchase
incorporation was however completed on Feb. 20, 1866
but the company failed before Mr. Kelner was paid
he successfully sued the promoters personally
NEWBORNE v SENSOLID (GREAT BRITAIN) LTD
On the letterhead of one Leopold Newborne (London) ltd, a
contract was entered into to sell 2000 cases of tinned ham to
Sensolid ltd
The contract was also signed yours faithfully, Leopold
Newborne (London) Ltd”
the promoter was Mr Leopold Newborne
the market fell and Sensolid refused to take delivery of the
stock, arguing that when the contract was signed, Leopold
Newborne (London) Ltd was non existent since it was not
then incorporated,
and the contract was also none not made with Mr.
Newborne personally and the latter could not personally
enforce it.
When sued on the contract, Sensolid pleaded that on the
date when the contract was made Leopold Newborne
(London) Ltd had not been incorporated, and that neither
the company nor Newborne personally could enforce it.
The CA upheld this plea.
Ghanaian position
Does the Ghanaian position overrule Kelner v. Baxter?
No but it rather incorporates it
The Act 179 permits a company to consider the propriety
of contracts entered into before its incorporation and to
have the option of ratifying the pre-incorporation contract
Unless and until there is ratification, the risks associated
with pre-incorporated contracts are borne by the parties
themselves.
One may avoid these risks by completely avoiding pre-
incorporation contracts or by expressly excluding liability
Read section 13
The Ghanaian position and the English position are in one
direction now
PHONOGRAM LTD v. LANE
Pop artists proposed to form “Cheap Men and
Nasty” Band
Proposed management company “Fragile
Management Ltd” was to run it
Prior to its formation, negotiations were made
to finance the band
Phonogram, a financier agreed to pay £12,000
of which £ 6,000 was paid
the management company was never formed
Phonogram sued Mr. Lane, the representative
of the management company personally to
recover
PANAYIOTOPOULOS v. PLASTICO LTD.
Plaintiff and 2 others incorporated the Defendant company on may 29,
1963
Plaintiff was the financier and the 2 others were the actual persons behind
the company
the Plaintiff bore all the expenses including acquisition of land, factory and
machinery
The Plaintiff could not continue because of other commitments and so
March 1, 1963, he executed a contract with the 2 others, acting for
themselves and as trustees in the formation of the company wherein the
Plaintiff purported to sell his interest in the soon-to-be-form company to
Plastico Ltd as the purchaser for nearly 28,500 Ghanaian Pounds .
As security, the land factory and machinery was mortgaged to the plaintiff
The company also made 10 out the 15 monthly installment of 500
Ghanaian Pounds commencing Jan 1963 and then defaulted
the Plaintiff sued the company and not the individuals for the balance of
the price and for specific performance
the defendant company denied liability alleging that the purported
contract was made prior to incorporation was not binding on it
the Plaintiff said in response that the company has assumed the
obligations of the contract or can be said to have entered into a subsequent
or implied contract with the Plaintiff .
Apaloo JSC ruling suggested an implied contract
ULTRA VIRES
A company is an artificial legal person.
the law confers on it certain attributes
because it is a creature of law, this means that what a co.
can do or not do is also prescribed by law
this implies 2 things
the object or business that the company is permitted to operate
powers of company are also prescribed, defined and limited by
law
the co’s regulation is the principal document or
instrument by which the co’s object or business are
specified, and the powers of the co and that of its officers
are defined
Any purported exercise of power and/or
conducting unauthorized business is
considered ultra vires-sec 25(1)
In fact, the traditional common law position
renders invalid an act, conveyance or
transfer that is ultra vires and anything not
authorized, expressly or impliedly, could not
even be ratified or made effective even by the
unanimous agreement of the members of the
company. ASHBURY RAILWAY
CARRIAGE AND IRON CO LTD v RICHE
ASHBURY RAILWAY CARRIAGE resolution”
AND IRON CO LTD v RICHE Company agreed to provide Riche
The memorandum of association of with fund for the construction of a
the appellant company stipulated in railway in Belgium.
clause 3 The company later repudiated the
“the objects for which the company is contract and Richie sued.
established are to make and sell, or lend In its defence, the company pleaded
on hire, railway-carriages and wagons,
that it was ultra vires for the company
and all kinds of railway plant, fittings,
machinery, and rolling-stock; purchase to enter into such an agreement.
and sell, as merchants, timber, coal, The trial court held for Richie,
metals, or other materials; and to buy reasoning that even though it was ultra
and sell any such materials on vires, the shareholders approved the
commission, or as agents” transaction in pursuance of clause 4
Clause 4 also stated that The co successfully appealed to the
“an extension of the company’s business
house of lords
beyond or for other than the objects or
purposes expressed or implied in the
memorandum of association shall take
place only in pursuance of a special
Strictly Speaking, an act, transaction or
conveyance is ultra vires if not specifically
authorized, the objects and powers may be
interpreted liberally to include matters that
are reasonably incidental to or
consequential upon those objects or powers
ATTORNEY GENERAL v. GREAT
EASTERN RAILWAY CO
The respondent company was incorporated
by statute to take over the undertaking of 2
existing railway companies and to construct
and run certain other railways.
The issue arose as to whether the company
was empowered by its enabling statute to
hire out locomotives and rolling stock to
another railway company operating in the
same area
Lord Selbourne LC said
“it appears to me to be important that the doctrine
of ultra vires, as it was explained in [the Ashbury]
case, should be maintained. But I agree with Lord
Justice James that this doctrine ought to be
reasonably, and not unreasonably understood and
applied, and that whatever may fairly be regarded
as incidental to, or consequential upon, those things
which the legislature has authorized ought not
(unless expressly prohibited ) to be held, by judicial
construction, to be ultra vires”
This case was affirmed by the Ghana Court of
Appeal in BANK OF WEST AFRICA LTD v
APPENTENG
In Ghana, under sec 25(3) of Act 179 an ultra vires act,
conveyance or transfer is not necessarily invalid simply
because it is ultra vires
By approval through ordinary resolution of the company,
the directors may exceed their powers or exercise their
powers for a different purpose if they believe doing so is
in the company’s best interest (compare sec 204)
Furthermore, if a third party, without notice, and for
value, benefits from an ultra vires transaction, the benefit
to him may still stand
However, despite the apparent validity of ultra vires
transactions, the court, on application to it by aggrieved
parties, may prevent or remedy ultra vires transactions.
Several forms of judicial relief are available
PLEASE READ
SEC 25(4)
SEC 25(5)
SEC 210(1)
SEC 218
THIRD PARTY PROTECTION
A company deals with third parties
No problem arises if the company stays within its
bounds
But problem arises when there has been violation by
some one acting on behalf of the company or when
there is fraud
The question is
Should the company bear the consequences of ultra
vires or fraudulent transaction? Or
Should the third bear the consequences?
Should the third party no have been diligent enough to
have investigated the business of the company, the scope
of powers of the company’s officers, the procedures in
place and to ascertain whether they had been followed,
and so on?
The position of the law is that third parties are
not required to ascertain
If all procedures of the company have been complied
with,
If all powers exercised by officers of the company are
properly exercisable, and
If all terms and conditions set out in the company’s
regulations have been fulfilled.
To do so will bring commerce to a halt.
On the contrary, persons may assume that
officers, agents and servants of companies have
complied with the conditions or procedural
requirements of the regulations
Third parties may hold the company
bound by transactions, unless those
third persons know that there has in
fact been no compliance
This is known as “the Rule In
Turguand’s Case “
ROYAL BRITISH BANK v. TURGUAND
In this case, the directors of a company
borrowed money on behalf of the company
from the Royal British Bank.
However, the company’s Articles of Association
provided that the directors might borrow as it
might from time to time be authorized by
resolution at a general meeting of the company.
The Bank brought an action on the loan.
It was held that they need not prove that the
company had passed a resolution at a general
meeting authorizing the directors to borrow
funds from it.
The Bank indeed did not have constructive
knowledge of the contents of the company’s
Articles of Association, but there was nothing
in the Articles that prohibited the directors
from borrowing on behalf of the company.
The Articles of Associations, on the other hand,
permitted the directors to borrow with the
authority of a resolution and the bank was
entitled to assume that the resolution had been
passed, because that was a matter of the
company’s indoor management with which the
bank was not concerned.
The rule in Turguand’s Case does not apply
to insiders.
The presumption of regularity cannot be
relied upon by persons who by virtue of
their position in the company know or
ought to know whether or not the
company’s internal regulations have been
complied with.
Third parties with actual or constructive
knowledge of an irregularity are no
protected by the law
HOWARD v. PATENT IVORY
MANUFACTURIN CO.
Debentures were issued by directors to directors in
excess of their very limited powers to issue
debentures.
The directors’ borrowing power in any event was not
to exceed 100 pounds without the authority of a
general meeting.
Kay J. Said
“now in this case, unfortunately, for the holders of these
debentures, they are all directors, and therefore the well-
known authorities which make it unnecessary to see
whether the internal regulations of the company have been
observed or not do not apply; because , of course, the
directors must be taken to know that the internal
requirements of the company had not been observed in the
case of these debentures. Accordingly, i am very sorry to
say that I cannot treat the debentures as valid to the extent
of more than 1,000 pounds”
UNDER STATUTE GHANAIAN LAW, READ
SECS 139, 141, 142, 143, 202(6)
GHANAIAN CASE LAW INCLUDE
OXYAIR LTD & DARKO v WOOD
COMMODORE v FRUIT SUPPLY (GHANA)
LTD
BARCLAYS BANK DCO LTD v
PERSEVERANCE TRANSPORT SERVICES LTD
CHELLARAMS & SONS (GHANA) LTD v
HALARBI
CUDJOE v. CONTE LTD
BOUSIAKO CO LTD v COCOA MARKETING
BOARD
OXYAIR LTD & DARKO v WOOD [2005-
2006]SCGLR 1057
Where the plaintiff sued the company and
its directors for breach of a contract of
service of technical nature in helping the
company to establish itself as an oxygen
manufacturing company
The supreme court protected the third
party
COMMODORE v FRUIT SUPPLY
(GHANA) LTD
The company held out one Atto-Quarshie, then
not a director, as a director.
The court of appeal disagreed that he was not a
director.
BARCLAYS BANK DCO LTD v PERSEVERANCE
TRANSPORT SERVICES LTD
Where the bank asked a limited liability company
to produce its authorization to borrow from the
bank, and whereupon the official produced what
appeared to be a resolution of the directors.
When sued the company pleaded ultra vires because
no evidence existed that it was sanctioned by general
meeting of the shareholders
Held that the plaintiff-bank was entitled to assume
that the meeting was in fact held
CHELLARAMS & SONS (GHANA) LTD v
HALARBI
Where the supreme court found that there
has been collusion between spouses
Judgment-creditors against the company
sought to attach store and its contents and
wife of MD claimed they were hers, given by
the husband.
In CUDJOE v. CONTE LTD
J. Conte was the founder and managing director of the
Respondent Company.
He was also the sole proprietor and principal shareholder of
the Ghana Terrazo Company.
The Ghana Terrazo Company was dissolved and all its
liabilities and assets, among which was an Albion tipper lorry,
were transferred to the respondent company, Conte Ltd.
J. Conte appointed the appellant a director of the respondent
company from 24 April 1961 to 7 June 1961.
The directors later appointed him managing director.
As a director of the respondent company the appellant had
access to, and control of, all properties belonging to that
company.
LAW OF AGENCY 2011 ATTA-KESSON

05/24/2023 207
Rowland
On or about 12 June 1961 the appellant removed the said
an Albion tipper lorry.
He refused to comply with the request of the other
directors of the company to return it to the company on
the ground that J. Conte, by a letter to the principal
licensing officer dated 2 May 1961, had transferred
ownership in the vehicle to him as part payment of
certain sums owed by J. Conte to him.
In an action by the respondent company for the return of
the vehicle and damages for its unlawful removal, Mrs.
Jiagge J. gave judgment in favour of the company.
The appellant appealed against the judgment.
The appeal was dismissed and it was held that directors
of a company are in a fiduciary position and all the
powers entrusted to them are only exercisable in that
fiduciary capacity. Further, where the directors make any
profit as the result of their fiduciary position, they have to
account to the company for it.
05/24/2023 208
Rowland
In BOUSIAKO CO., LTD. v. GHANA COCOA
MARKETING BOARD [1982-83] GLR 824, a
contract between the CMB and the plaintiffs to
construct roads and building contained a clause
that entitled the plaintiffs to “fluctuation” or “ex-
gratia” payments for increases in price of
materials. When there increases, and the plaintiffs
wrote to the CMB, Dr. Erybnn, a member of the
CMB’s three-man Interim Management
Committee and chair of the Central Tender Board
of the CMB wrote, coping the chair and other
members of the IMC informing that that cheques
would be issued to the plaintiffs.
05/24/2023 209
Rowland
However, the chairman of the IMC, subsequently wrote
to the plaintiffs suspending the payments pending
further investigations. In action by the plaintiffs, the
CMB argued that the letter written by Dr Erybnn was
without authority and was therefore null and void
because the CTB of which E was the chairman was only
an advisory body whose recommendations such as those
on the ex-gratia awards were subject to the approval of
the chief executive.
Osei-Hwere J. said that “I have no doubt that Dr.
Erbynn who wrote as the chairman of the Central
Tender Board and also as a member of the Interim
Management Committee had the fullest authority to
write on behalf of the defendants to announce the
awards. If he had no such authority his two colleagues
on the committee to whom he had copied the letters
would have come out to protest immediately.”

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THE ACCOUNTING STUDENTS ASSOCIATION

COMPILED SLIDES FOR

Section 1 of the First Schedule to the Companies

“body corporate” means a corporation formed under

Partnerships in Ghana are governed by the

In the narrow and strict sense, Company Law covers the

Company Law has 3 Aspects which operate

Company law is a subject that is a requirement

The law and procedure of meetings is itself a

Section 1 of the First Schedule to the Companies

“body corporate” means a corporation formed under

Partnerships in Ghana are governed by the

In the narrow and strict sense, Company Law covers the

Company Law has 3 Aspects which operate

Company law is a subject that is a requirement

The law and procedure of meetings is itself a

DUPAUL WOOD TREATMENT v ASARE

Registration of the Regulations by the

just as the unborn child cannot be party to

LAW OF AGENCY 2011 ATTA-KESSON

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