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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- 20 Marks
BCL – Nov 2015 – L1 – Q4 – Legal Implications Relating to Companies in Difficulty or in Crisis
Discuss the circumstances under which the courts may lift or pierce the veil of incorporation of a limited liability company.
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- 6 Marks
BCL – Nov 2023 – L1 – Q5c – Legal Implications Relating to Companies in Difficulty or in Crisis
Discuss the eligibility and restrictions related to the appointment of a receiver, particularly in cases of conflict of interest.
Question
c) Manu is the Finance Director of Womengold Ltd, an insolvent company whose creditors have applied to the court to appoint a receiver. Manu wants to be appointed as a receiver since he is very much versed with the details of the company and feels better placed to deal with the creditors than any other person. Alternatively, he proposes that his consultancy company, Adom Consult, should be appointed as a receiver.
Required: i) Explain whether or not Manu or Adom Consult can be appointed as a receiver. (6 marks)
ii) State FOUR (4) reasons that prohibit a person from being appointed as a receiver. (4 marks)
Answer: i) Manu, as a director or former director, along with all other directors, cannot be appointed receiver for the company. The same applies to an auditor of the company. Their previous detailed knowledge of the company is immaterial here, and they must hand over the books, documents, etc., to any court-appointed receiver.
Manu’s consultancy company, Adom Consult, or any corporate body is also barred from being appointed as a receiver. (6 marks)
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- 8 Marks
BCL – Nov 2023 – L1 – Q5a – Types of Capital and the Financing of Companies
Explain the content and effect of a share certificate.
Question
a) The Managing Director of your organisation has just received a share certificate from an agent of Ecobank Transactional and considers the document as incomplete.
Required: Explain to your Managing Director the content and the effect of a share certificate. (8 marks)
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- Tags: Company Law, Corporate Documentation, Share Certificate, Shares
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: NOV 2023
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- 5 Marks
BCL – Nov 2023 – L1 – Q4c – Types of Capital and the Financing of Companies
Explain the process for converting a company limited by shares into a company limited by guarantee.
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- 5 Marks
BCL – Nov 2023 – L1 – Q3c – Company Meetings and Resolutions
State circumstances under which the appointment of a proxy is terminated.
Question
c) A member of a company entitled to attend and vote at a meeting of a company may appoint another person as a proxy to attend and vote on the member’s behalf, and the proxy shall have the same rights as the member.
Required: State FOUR (4) circumstances under which the appointment of a proxy is terminated. (5 marks)
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- Tags: Company Law, Meetings, Proxy, Termination of Appointment
- Level: Level 1
- Topic: Company Meetings and Resolutions
- Series: NOV 2023
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- 10 Marks
BCL – Nov 2023 – L1 – Q3b – Accounts and Audit
Explain the rights, duties, and powers of an auditor under company law.
Question
An Auditor is a person or a firm appointed by a company to execute an audit. To act as an auditor, a person should be licensed by the Institute of Chartered Accountants, Ghana. Generally, to act as an external auditor of the company, a person should have a certificate of practice from the regulatory authority.
Required: Explain FIVE (5) rights, duties, and powers of an auditor. (10 marks)
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- Tags: Audit, Auditor's Duties, Auditor's Rights, Company Law
- Level: Level 1
- Topic: Accounts and audit
- Series: NOV 2023
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- 5 Marks
BCL – Nov 2023 – L1 – Q1c – Company Directors and Other Officers
Explain Kwayo Mansa’s conduct within the rules of natural justice.
Question
Kwayo Mansa is the Managing Director of Tikitaka Plc. He was linked to a private company called Daakye Ltd of which he had been a major shareholder. Tikitaka Plc decided to undertake procurement for the supply of ICT goods. Daakye Ltd bid for the supply of the goods among other bidders. Kwayo Mansa sat in the evaluation of the bids as the entity head. Kwayo Mansa ensured that the contract for the supply of the ICT goods was awarded to Daakye Ltd.
Required: Explain the conduct of Kwayo Mansa within the maxims/rules of natural justice. (5 marks)
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- Tags: Company Law, Conflict of Interest, Natural Justice
- Level: Level 1
- Topic: Company directors and other officers
- Series: NOV 2023
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- 20 Marks
BCL – Nov 2019 – L1 – Q5 – Company directors and other officers
Analysis of whether a company can deny the authority of an individual acting as a director who was not formally appointed.
Question
Prime Company Ltd, traders in frozen fish, entered into an oral agreement for the supply and sale on credit basis, of all its frozen fish to Addae Company Ltd. The affairs and the business of Prime Company Ltd were undertaken by its Managing Director and one Maxwell Mensah. Maxwell Mensah was never appointed by the Company as a director, but he transacted business on behalf of Prime Company Ltd with Addae Company Ltd, as if he were a director and the Chief Executive Officer of the Company. Maxwell Mensah acted on behalf of the Company by signing the applications for the Company to be registered as an importer, apart from financially assisting the Company to start business. The name of Maxwell Mensah also appeared on the Company’s letter-head as one of its directors.
Prime Company Ltd allowed Maxwell Mensah to share in its profits by allocating to him fifty percent (50%) of the last consignment of fish. Maxwell Mensah entrusted the sale of the consignment allocated to him for his benefit to Addae Company Ltd and directed that the proceeds of the sale should be paid by Addae Company Ltd into the account of his private firm, Asanko Ventures Ltd. In the course of the transaction, Addae Company Ltd paid various sums of money being proceeds of the sale of fish supplied to Prime Company Ltd to both the Managing Director of Prime Company Ltd and Maxwell Mensah. No valid receipts were given for those payments. At the close of business, the trading account of Prime Company Ltd showed a debit balance of over GH¢ 16,000.00 against Addae Company Ltd. Prime Company Ltd subsequently demanded that this amount be paid. Addae Company Ltd resisted settlement on the grounds that it had already accounted fully for the cost of the fish sold to it on credit.
Required:
In the light of the above facts, explain whether Prime Company Ltd would be justified in denying Maxwell Mensah as an Officer of the Company. (20 marks)
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- Tags: Agency Law, Company Law, Director Authority, Estoppel
- Level: Level 1
- Topic: Company directors and other officers
- Series: NOV 2019
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- 4 Marks
BCL – Nov 2019 – L1 – Q3b – Legal implications relating to companies in difficulty or in crisis
Impact of liquidator appointment on the Board of Directors during private liquidation.
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- 6 Marks
BCL – Nov 2019 – L1 – Q3a – Legal implications relating to companies in difficulty or in crisis
Explanation of liquidation, winding-up, and dissolution as used in company law.
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