Question Tag: Company Law
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- 6 Marks
BL – Nov 2020 – L1 – SB – Q1d – Company Law
List powers exercised by the Annual General Meeting (AGM) of a company.
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- Tags: Annual General Meeting, Company Law, Corporate Powers, Shareholder Rights
- Level: Level 1
- Topic: Company Law
- Series: NOV 2020
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- 1 Marks
BL – Nov 2020 – L1 – SA – Q4 – Company Law
Objective question testing knowledge on instances where a court may disregard corporate personality.
Question
4. A situation in which the court would disregard the distinction between the personalities of a company and its members is
A. Subrogation
B. Alienation
C. Lifting the veil of incorporation
D. Disregarding the law
E. The rule in Foss vs. Habbotle
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- Tags: Company Law, Corporate Personality, Legal Principles, Veil of Incorporation
- Level: Level 1
- Topic: Company Law
- Series: NOV 2020
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- 4 Marks
BL – May 2012 – L1 – SB – Q6B – Company Law
Explain two fiduciary duties of a company director.
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- Tags: Business Law, Company Law, Directors' Duties
- Level: Level 1
- Topic: Company Law
- Series: MAY 2012
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- 11 Marks
BL – May 2012 – L1 – SB – Q6A – Company Law
Advise on the importance of filing annual returns for Xeyoze Limited.
Question
Xeyoze Limited was incorporated by the Corporate Affairs Commission on February 1, 2010. On March 1, 2011, the company bid for a contract to rehabilitate one of the nation’s oil refineries. This contract attracted scores of bidders because it was seen as a very lucrative one. A rival bidder objected to the competence of Xeyoze Limited to bid for the contract on the ground that an investigation at the Corporate Affairs Commission revealed that the company has not filed its annual returns.
Required: Advise Xeyoze Limited on the following:
(i) The importance of filing annual returns. (2 Marks)
(ii) The period within which the annual returns must be filed. (2 Marks)
(iii) The consequences of failure to file annual returns. (2 Marks)
(iv) Whether it is optional to file the annual returns or not (2 Marks)
(v) What is your advice if the contract was bid for on October 1, 2010? (3 Marks)
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- 5 Marks
BL – May 2012 – L1 – SB – Q1B – Company Law
Advise Halidu on transferring shares to raise money for school fees.
Question
Halidu holds one million shares in Realshares Nigeria Plc. Zaidi, his son, has just returned from the University of Basel because he could not pay school fees. Halidu is cash-strapped and wants to know whether he could transfer his shares to someone else to raise money to pay the fees.
Required: Advise Halidu, stating the statutory conditions by which he could transfer his shares. (5 Marks)
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- 1 Marks
BL – May 2012 – L1 – SA – Q18 – Company Law
Identify the concept that allows a company to continue existing despite changes in ownership.
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- Tags: Business Law, Company Law, Perpetual Succession
- Level: Level 1
- Topic: Company Law
- Series: MAY 2012
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- 15 Marks
BL – Nov 2011 – L1 – SB – Q4 – Company Law
Understanding the principles of the Salomon vs Salomon & Co Ltd case, circumstances for lifting the veil of incorporation, and statutory terms of partnership agreements
Question
(a) Explain the legal principle(s) established in the case of Salomon vs Salomon Co. Ltd. (1897). (2 Marks)
(b) State FOUR circumstances when the veil of incorporation of a company may be lifted under statute. (4 Marks)
(c) Enumerate FOUR types of names that are prohibited for the purpose of incorporation. (4 Marks)
(d) State FIVE statutory terms of a Partnership Agreement as contained in Sections 24 and 25 of the Partnership Act 1890. (5 Marks)
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- Tags: Company Law, Legal Personality, Lifting the Veil, Partnership Agreement
- Level: Level 1
- Topic: Company Law
- Series: NOV 2011
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- 1 Marks
BL – Nov 2011 – L1 – SA – Q9 – Company Law
Identifying the type of company that limits liability to contributions of members.
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- Tags: Company Law, Liability of Members, Limited by Guarantee
- Level: Level 1
- Topic: Company Law
- Series: NOV 2011
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- 4 Marks
BCL – Mar 2024 – L1 – Q5a – Types of Capital and the Financing of Companies
Identify and explain prohibited transactions in shares under the Companies Act, 2019 (Act 992).
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- Tags: Companies Act, Company Law, Prohibited Transactions, Shares
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: MAR 2024
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- 2 Marks
BCL – Mar 2024 – L1 – Q4c – Types of Capital and the Financing of Companies, Company Law
Explain the legal significance of statements made in a share certificate under the Companies Act, 2019 (Act 992).
Question
“Statements made in a share certificate, especially where the certificate bears the common seal of the company, shall be absolute or unassailable evidence of the title of the person named in the Certificate.”
Required:
Explain if the above statement is the true position of the law in terms of the provisions of the Companies Act, Act 992.
(2 marks)
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- Tags: Companies Act, Company Law, Legal Evidence, Ownership of Shares, Share Certificates
- Level: Level 1
- Topic: Contract Law, Types of capital and the financing of companies
- Series: MAR 2024
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- 15 Marks
BCL – Mar 2024 – L1 – Q3b – Company Law
Analyze the chances of success for shareholders' action against the company under the Companies Act, 2019 (Act 992) and explain the organs through which a company acts.
Question
Kofi Ameyaw and Salia Sule, shareholders of Bubra Ltd, commenced an action in court against the company alleging that properties of the company had been misapplied and wasted, and that certain mortgages were improperly secured as guarantee with the company’s properties. In their action, they also alleged that the company gave negligent advice which had resulted in their suffering economic loss which was personal and individual to them. Kofi Ameyaw and Salia Sule are seeking an order of the court for the company to account for the appointment of a Receiver.
Required:
i) Explain the chances of Kofi Ameyaw and Salia Sule in their court action, in the light of the provisions of the Companies Act, 2019 (Act 992). (9 marks)
ii) Explain FOUR (4) entities or organs through which a company can act pursuant to provisions of the Companies Act, 2019 (Act 992). (6 marks)
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- Tags: Companies Act, Company Law, Legal Remedies, Oppression, Shareholders’ Rights
- Level: Level 1
- Topic: Contract Law
- Series: MAR 2024
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- 10 Marks
BCL – Mar 2024 – L1 – Q1d – Governance and Ethical Issues Relating to Business, Company Directors and Other Officers
Discuss the concept of Good Corporate Governance and identify principles breached in the provided scenario.
Question
The Managing Director of Dakubo Ltd, a company which engages in the business of iron rods production, on his own, contracted a loan of GH¢1,000,000 from Dilidom Bank. The loan is repayable in twelve months’ time. The Managing Director disclosed the contents of the agreement to his wife who is neither a Director nor a member of the company. In further disregard for the regulations of the company, the Managing Director squandered the loan contracted from the bank.
Required:
i) Explain the concept of Good Corporate Governance.
(5 marks)
ii) From the scenario above, state FIVE (5) principles of Good Corporate Governance that may have been breached by the Managing Director of Dakubo Ltd. (5 marks)
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- 20 Marks
BCL – May 2019 – L1 – Q7 – Company Law
Discusses the process of liquidation, different modes of winding up, and the consequences of the winding up process.
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- Tags: Company Law, Corporate Dissolution, Legal Process, Liquidation, Winding-up
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2019
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- 8 Marks
BCL – May 2019 – L1 – Q6b – Company Law
Identifies conditions under which a person is disqualified from being appointed as an auditor in a private company.
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- Tags: Auditor Disqualification, Company Law, Corporate Governance, Private Company
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2019
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- 20 Marks
BCL – May 2019 – L1 – Q4 – Company Law
Discusses the rights of parties in share allotment and revocation under company law.
Question
On 1st January 2018, Parentsgold Ltd, a new and promising company, had its prospectus published. On 3rd January 2018, Frank Larry sent an application for GH¢100,000 worth of shares in Parentsgold Ltd. On the same 3rd January, Abena Manu submitted an application for GH¢50,000 worth of shares, but on 8th January 2018, she sent a mail revoking her application. Both applicants remitted the requisite application moneys on the day of their application.
Due to lack of a quorum, the Board of Directors of Parentsgold Ltd could not meet to consider the applications and allot shares until 15th September 2018. Frank Larry was informed on 16th September 2018 that his application had been accepted and that GH¢100,000 worth shares had been duly allotted to him, but he wrote back refusing the allotment.
Required: Advise the parties of their rights, if any.
(20 marks)
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- Tags: Company Law, Contract Law, Prospectus, Revocation, Share Allotment
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2019
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- 6 Marks
BCL – Nov 2018 – L1 – Q7b – Types of Capital and the Financing of Companies
Types of Capital and the Financing of Companies
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- Tags: Capital raising, Company Law, Corporate finance, Debt Financing, Equity
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: NOV 2018
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- 6 Marks
BCL – Nov 2018 – L1 – Q7a – Legal Implications Relating to Companies in Difficulty or in Crisis
State the procedures to convert a private liquidation into an official liquidation.
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- 11 Marks
BCL – Nov 2018 – L1 – Q6b – Company Meetings and Resolutions
Provide clarification on the terms "Annual General Meeting" and "Annual Returns" as used in company meetings.
Question
You have just completed level one of the ICAG Professional Examination and have been engaged by AB Daniels Ltd as an Administrative Assistant. The minutes of the previous meeting, a revised regulation, as well as notice for the next annual general meeting to be held on Tuesday 11th December 2018 had been distributed. A Board Member who recommended your appointment has called you to assist him to clarify certain terms in the meeting documents circulated.
Required:
Write short notes on the following:
i) Annual General Meeting (6 marks)
ii) Annual Returns (5 marks)
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- Tags: AGM, Annual General Meeting, Annual Returns, Company Law, Corporate Compliance
- Level: Level 1
- Topic: Company Meetings and Resolutions
- Series: NOV 2018
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