Company Law – Page 9

MLP – JUL 2020 – L4 – Q1 – Legal Position of Bank in Company Diversification Loan

Advise Agyakrom Bank on its legal position regarding a negotiated loan to Ayensu Books plc for investing in a cinema and leisure complex, considering the company's objects clause, authorization requirements, and potential ultra vires issues.

Question

The main business of Ayensu Books plc is the running of a publishing company in Accra. The objects clause of the company’s regulations includes a power to borrow money as authorized by a general resolution of members. It further states that the directors may do all things that are conducive or incidental to the general business of the company and concludes with a paragraph stating that all the objects are to be regarded as distinct and separate.

The directors decided that the company should invest in a cinema and leisure complex on the Motorway Extension as a means of diversifying and offsetting its risks.

The finance director, acting on behalf of Ayensu Books, negotiated with the manager of Agyakrom Bank plc, the company’s bankers, for the borrowing of GH¢5 million to finance the development. The money is due to reach Addick’s Books bank account next month. In turn, the managing director contracted with Power Construction plc for the construction of the complex, which Power Construction has started to build, but for which it has yet to receive any payment.

Advise Agyakrom Bank on its legal position.

Answer

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Tags: borrowing authority, Company Law, Directors' Powers, Ghana Companies Act 2019, third party protection, ultra vires doctrine
Level: Level 4

Topic: Company formation, Nature of bodies corporate
Series: JULY 2020

PBL – APR 2023 – L1 – Q3 – Veil of Incorporation

Explain the meaning, benefits, and circumstances for lifting the corporate veil.

Question

a. What does the phrase the “veil of incorporation” (corporate veil) mean? (5 marks)

b. What is the benefit of having the “veil of incorporation”? (10 marks) c. When, (if at all) may the “veil” be removed? (5 marks)

Answer

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Tags: Company Law, Corporate Veil, Incorporation, Lifting the Veil, Limited Liability
Level: Level 1

Topic: Contract Law
Series: APR 2023

PBL – APR 2016 – L1 – Q5 – Private vs Public Limited Liability Companies and Conversion

Differences between a private limited liability company and a public limited liability company, and the process for converting a private company to a public one.

Question

(a) State the difference between a Private Limited Liability Company and a Public Limited Liability Company (b) Briefly describe how a Private Limited Liability company may be converted into a Public Limited Liability Company.

Answer

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Tags: Banking Customers, Borrowing Capacity, Company Law, Conversion Process, Corporate Governance, Differences, Ghana Companies Act, Private Limited Company, Public Limited Company
Level: Level 1

Topic: Contract Law
Series: APRIL 2016

FR – Nov 2023 – L2 – Q7a – Regulatory Framework for Financial Reporting

Discusses main sources of financial reporting regulations and reasons for regulatory practices.

Question

Within the context of financial reporting and regulatory frameworks:

i. Discuss the main sources of regulations. (3 Marks)
ii. Discuss TWO reasons why financial reporting practice should be regulated. (2 Marks)

Answer

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Tags: Accounting Standards, Company Law, Financial Reporting, Regulations, Regulatory Rationale, Stock Exchange
Level: Level 2

Topic: Regulatory Framework for Financial Reporting

BL – Nov 2020 – L1 – SB – Q1d – Company Law

List powers exercised by the Annual General Meeting (AGM) of a company.

Question

One of the two organs of a company is the general meeting of members.

Required:
State FOUR powers of the Annual General Meeting.

Answer

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Tags: Annual General Meeting, Company Law, Corporate Powers, Shareholder Rights
Level: Level 1

Topic: Company Law
Series: NOV 2020

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

Answer

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Tags: Company Law, Corporate Personality, Legal Principles, Veil of Incorporation
Level: Level 1

Topic: Company Law
Series: NOV 2020

BL – May 2012 – L1 – SB – Q6B – Company Law

Explain two fiduciary duties of a company director.

Question

Directors of companies are placed in special and unique positions. Their status imposes certain duties on them, and these include fiduciary duties.

Required:
Explain any TWO fiduciary duties of a company director.

Answer

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Tags: Business Law, Company Law, Directors' Duties
Level: Level 1

Topic: Company Law
Series: MAY 2012

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)

Answer

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Tags: Business Law, Company Law, Compliance
Level: Level 1

Topic: Company Law
Series: MAY 2012

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)

Answer

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Tags: Business Law, Company Law, Share Transfer
Level: Level 1

Topic: Company Law
Series: MAY 2012

BL – May 2012 – L1 – SA – Q18 – Company Law

Identify the concept that allows a company to continue existing despite changes in ownership.

Question

The fact that a company cannot die connotes that it has:

Answer

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Tags: Business Law, Company Law, Perpetual Succession
Level: Level 1

Topic: Company Law
Series: MAY 2012

BL – Nov 2022 – L1 – SA – Q6 – Company Law

Identifying who can appoint an administrator for a company.

Question

A person may be appointed as an administrator of a company by:

A. Probate Registrar
B. The Company Secretary
C. Outspokenness
D. Floating charge holders
E. A court order

Answer

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Tags: Administrator, Company Law

Topic: Company Law
Series: NOV 2022

BL – Nov 2022 – L1 – SA – Q1 – Company Law

Determining who fills a casual vacancy on the board of a company.

Question

Who of the following fills a casual vacancy on the board of a company?

A. Majority shareholders
B. The Managing Director
C. The Board of Directors
D. The Company Secretary
E. The Federal High Court

Answer

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Tags: Board of Directors, Casual Vacancy, Company Law
Level: Level 1

Topic: Company Law
Series: NOV 2022

BL – May 2021 – L1 – SB – Q2b – Company Law

Explanation of creditor claims against a majority shareholder when a company is insolvent.

Question

Adigwe and his two sons caused Adigwe and Sons Limited to be incorporated and became the first directors of the company. The company traded profitably for five years after it was incorporated, but it is about to be wound up because it owes trade creditors a huge amount of money. Adigwe holds 95% of the issued shares of the company while each of his two sons holds 2½%. The creditors of Adigwe and Sons Limited have discovered that the assets of the company are insufficient to satisfy their claims and have filed an action to recover the money from Adigwe who holds most of the shares of the company.
Required:
Explain to the creditors of Adigwe and Sons Limited their chance of succeeding in their claim against Adigwe.

Answer

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Tags: Company Law, Corporate Personality, Creditor Claims, Insolvency
Level: Level 1

Topic: Company Law
Series: MAY 2021

BL – May 2021 – L1 – SB – Q2a – Company Law

Stating four key functions of the Corporate Affairs Commission in Nigeria.

Question

The lead regulatory agency for companies in Nigeria is the Corporate Affairs Commission, which is established by the Companies and Allied Matters Act.

Required:
State FOUR functions of the Corporate Affairs Commission.

Answer

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Tags: Company Law, Corporate Affairs Commission, Functions of Regulatory Agencies
Level: Level 1

Topic: Company Law
Series: MAY 2021

BL – May 2021 – L1 – SA – Q3 – Company Law

Identifying the required notice period for an Extraordinary General Meeting.

Question

The length of notice that a company must give to a member for an Extraordinary General Meeting is:

A. 15 days
B. 17 days
C. 19 days
D. 21 days
E. 25 days

Answer

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Tags: Company Law, Extraordinary General Meeting, Meetings, Notice
Level: Level 1

Topic: Company Law
Series: MAY 2021

BL – Nov 2023 – L1 – SB – Q6 – Law of Trusts

Discusses the delegation of trustee duties, persons disqualified as company auditors, types of e-commerce contracts, and the duties of personal representatives in the case of intestacy.

Question

a. Umoru created a private trust of which he appointed Godwin and Tohib as trustees. Tohib wants to delegate his function as a trustee to his trusted friend, Mr. Murphy, a very conscientious person, because of his busy work schedule. Godwin has declined the appointment.

Required:
State the law and advise the parties. (5 Marks)

b. The Companies and Allied Matters Act (CAMA) provides for the appointment of company auditors.

Required:
State FIVE persons disqualified from being company auditor. (5 Marks)

c. The deployment of technology has greatly improved commerce.

Required:
Explain TWO types of the following e-commerce contracts:
i. Click-through
ii. Shrink-wrap
iii. Browse-wrap (5 Marks)

d. When a person dies intestate, the court may appoint persons to manage his estate.

Required:
State FIVE duties of personal representatives of a person who died without a will. (5 Marks)

Answer

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Tags: Auditor, Company Law, E-Commerce Contracts, Intestate Succession, Personal Representatives, Trustee
Level: Level 1

Topic: Law of Trusts
Series: NOV 2023

BL – Nov 2023 – L1 – SB – Q5a – Company Law

Lists four qualifications required for a person to be appointed as the secretary of a public company.

Question

The Companies and Allied Matters Act (CAMA) specifies persons that may occupy the office of a company secretary.

Required:
State FOUR qualifications of a person that may be appointed as the secretary of a public company. (6 Marks)

Answer

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Tags: Company Law, Company Secretary, Corporate Governance, Qualifications
Level: Level 1

Topic: Company Law
Series: NOV 2023

BL – Nov 2023 – L1 – SB – Q4d – Company Law

Lists four categories of persons who may petition the court to wind up a company.

Question

Winding up is a formal way of terminating the life of a company.

Required:
State FOUR categories of persons that may petition the court to wind up a company. (4 Marks)

Answer

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Tags: Company Law, Corporate Insolvency, Petition, Winding-up
Level: Level 1

Topic: Company Law
Series: NOV 2023

BL – Nov 2023 – L1 – SB – Q2c – Company Law

Identifies the attributes of a public company and a small company under the CAMA.

Question

There are different types of companies with varying attributes.
Required:
i. State FOUR attributes of a public company. (4 Marks)
ii. State FOUR attributes of a small company. (4 Marks)

Answer

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Tags: Business Law, Company Law, Public Company, Small Company
Level: Level 1

Topic: Company Law
Series: NOV 2023

BL – Nov 2023 – L1 – SB – Q1c – Company Law

Discusses the statutory functions of the Corporate Affairs Commission under CAMA.

Question

The Companies and Allied Matters Act (CAMA) established the Corporate Affairs Commission and gave it specific functions.

Required:
State FOUR functions of the Corporate Affairs Commission. (8 Marks)

Answer

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Tags: Company Law, Corporate Affairs Commission, Corporate Governance, Legal Duties, Regulatory Body
Level: Level 1

Topic: Company Law
Series: NOV 2023

Question Tag: Company Law

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MLP – JUL 2020 – L4 – Q1 – Legal Position of Bank in Company Diversification Loan

Advise Agyakrom Bank on its legal position regarding a negotiated loan to Ayensu Books plc for investing in a cinema and leisure complex, considering the company's objects clause, authorization requirements, and potential ultra vires issues.

You're reporting an error for "MLP – JUL 2020 – L4 – Q1 – Legal Position of Bank in Company Diversification Loan"

PBL – APR 2023 – L1 – Q3 – Veil of Incorporation

Explain the meaning, benefits, and circumstances for lifting the corporate veil.

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PBL – APR 2016 – L1 – Q5 – Private vs Public Limited Liability Companies and Conversion

Differences between a private limited liability company and a public limited liability company, and the process for converting a private company to a public one.

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FR – Nov 2023 – L2 – Q7a – Regulatory Framework for Financial Reporting

Discusses main sources of financial reporting regulations and reasons for regulatory practices.

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BL – Nov 2020 – L1 – SB – Q1d – Company Law

List powers exercised by the Annual General Meeting (AGM) of a company.

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BL – Nov 2020 – L1 – SA – Q4 – Company Law

Objective question testing knowledge on instances where a court may disregard corporate personality.

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BL – May 2012 – L1 – SB – Q6B – Company Law

Explain two fiduciary duties of a company director.

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BL – May 2012 – L1 – SB – Q6A – Company Law

Advise on the importance of filing annual returns for Xeyoze Limited.

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BL – May 2012 – L1 – SB – Q1B – Company Law

Advise Halidu on transferring shares to raise money for school fees.

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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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BL – Nov 2022 – L1 – SA – Q6 – Company Law

Identifying who can appoint an administrator for a company.

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BL – Nov 2022 – L1 – SA – Q1 – Company Law

Determining who fills a casual vacancy on the board of a company.

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BL – May 2021 – L1 – SB – Q2b – Company Law

Explanation of creditor claims against a majority shareholder when a company is insolvent.

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BL – May 2021 – L1 – SB – Q2a – Company Law

Stating four key functions of the Corporate Affairs Commission in Nigeria.

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BL – May 2021 – L1 – SA – Q3 – Company Law

Identifying the required notice period for an Extraordinary General Meeting.

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BL – Nov 2023 – L1 – SB – Q6 – Law of Trusts

Discusses the delegation of trustee duties, persons disqualified as company auditors, types of e-commerce contracts, and the duties of personal representatives in the case of intestacy.

You're reporting an error for "BL – Nov 2023 – L1 – SB – Q6 – Law of Trusts"

BL – Nov 2023 – L1 – SB – Q5a – Company Law

Lists four qualifications required for a person to be appointed as the secretary of a public company.

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BL – Nov 2023 – L1 – SB – Q4d – Company Law

Lists four categories of persons who may petition the court to wind up a company.

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BL – Nov 2023 – L1 – SB – Q2c – Company Law

Identifies the attributes of a public company and a small company under the CAMA.

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BL – Nov 2023 – L1 – SB – Q1c – Company Law

Discusses the statutory functions of the Corporate Affairs Commission under CAMA.

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