a) Share certificates are required to be issued to shareholders by a company. List the particulars that are required, by law, to be on the certificate.
(6 marks)

b) Certain transactions in shares are statutorily prohibited by the provisions of the Companies Act, 1963, Act 179. List FOUR of the said transactions.
(4 marks)

c) State TWO effects of a breach of the provisions prohibiting these transactions.
(4 marks)

d) State the liability of a member of a company prior to the winding up of the company.
(4 marks)

a) Particulars on Share Certificates
The following particulars are required by law to be on a share certificate:

  1. The number and class of shares held by the shareholder and the definitive numbers thereof, if any.
  2. The amount paid on such shares and the amount, if any, remaining unpaid.
  3. The name and address of the registered holder.

(3 points at 2 marks each = 6 marks)

b) Transactions in Shares Prohibited by Law
The following transactions in shares are statutorily prohibited by the Companies Act, 1963, Act 179:

  1. Altering the number of its shares or the amount remaining payable thereon, except under certain conditions.
  2. Releasing any shareholder or former shareholder from any liability on the shares.
  3. Providing any financial assistance, directly or indirectly, for the subscription or purchase of its shares, or the shares of its holding company.
  4. Acquiring by way of purchase or otherwise, directly or through nominees, any of its issued shares or any shares of its holding company.

(4 points at 1 mark each = 4 marks)

c) Effects of a Breach
The effects of a breach of the provisions prohibiting these transactions are:

  1. The purported alteration or release becomes void and renders every officer of the company who is in default liable to a fine not exceeding one hundred Ghana cedis (GH¢100.00).
  2. In the case of providing financial assistance or acquiring its own shares, the transaction becomes voidable by the company, and any payment made by the company in respect thereof becomes immediately repayable with interest at the rate of 5% per annum or such higher rate as the court may deem fit to order.

(2 points at 2 marks each = 4 marks)

d) Liability of a Member of a Company Prior to Winding Up
The liability of a member of a company prior to the winding up of the company is:

  1. A member of a company with shares is liable, prior to the dissolution of the company, to contribute the balance, if any, of the amount payable in respect of shares held by him or her in accordance with the terms of the agreement under which the shares were issued and acquired, or in accordance with a call validly made by the company in accordance with the company’s regulations.
  2. Where any contribution has become due and payable, or where under the terms of any agreement with the company, a member has undertaken personal liability to make future payment in respect of shares issued to him/her.

(2 points at 2 marks each = 4 marks)

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