As an expert in Mortgage Law and Practice with over 20 years in the Ghanaian banking sector, including senior roles in corporate governance and compliance at institutions like Ecobank Ghana and Stanbic Bank Ghana, I will provide a comprehensive answer. Resolutions in limited liability companies are governed by the Companies Act, 2019 (Act 992), particularly Sections 152-158, which outline decision-making processes at meetings. In the context of banking and mortgage operations, resolutions are crucial for actions like approving loan facilities, mortgages, or capital restructuring, ensuring compliance with Bank of Ghana (BoG) directives such as the Corporate Governance Directive 2018. Practical examples include resolutions during the 2017-2019 banking cleanup for recapitalization or post-2022 Domestic Debt Exchange Programmed (DDEP) for asset management in mortgage portfolios. These integrate into modern banking for resilience, as seen in Access Bank Ghana’s governance practices aligned with Basel III principles, promoting ethical decision-making and profitability.

(a) State and explain the two types of resolutions that can be taken by a limited liability company. [6 marks]

The two main types of resolutions under the Companies Act, 2019 (Act 992) are:

1. Ordinary Resolution 
   This is a resolution passed by a simple majority (more than 50%) of votes cast by members entitled to vote at a general meeting or by written resolution. It is used for routine business matters not requiring higher thresholds. In explanation, it ensures efficient decision-making for day-to-day corporate actions, such as approving annual accounts or appointing auditors. In banking, an ordinary resolution might approve minor mortgage policy changes, aligning with BoG’s operational risk standards to maintain liquidity without extensive shareholder consensus.
2. Special Resolution 
   This requires a supermajority of at least 75% of votes cast at a general meeting, with at least 21 days’ notice unless shortened by agreement. It is for significant alterations affecting the company’s structure or rights. Explained, it provides protection for minority shareholders by demanding broader agreement for major changes, like amending the constitution or winding up. In mortgage practice, a special resolution could authorize issuing debentures secured by floating charges over assets, ensuring compliance with BoG’s Capital Requirements Directive for secure lending frameworks.

(b) Mention 5 instances each can be used.

Instances where an Ordinary Resolution can be used 

1. Approving the directors’ report and financial statements at the Annual General Meeting (AGM), as per Section 134 of Act 992. In banks, this facilitates transparency in mortgage portfolio performance reporting to shareholders.
2. Appointing or re-appointing auditors (Section 139), ensuring independent oversight of mortgage-related transactions for BoG compliance.
3. Declaring dividends (Section 75), allowing distribution of profits from mortgage interest income while maintaining capital adequacy under BoG notices like BG/GOV/SEC/2023/05.
4. Electing directors (Section 179), supporting board renewal for effective governance in lending decisions.
5. Authorizing directors to allot shares (Section 202), useful for minor capital raises to fund mortgage expansions without altering company structure.

Instances where a Special Resolution can be used 

1. Amending the company’s constitution (Section 21), such as changing objects to include mortgage financing, requiring careful BoG approval for regulated entities.
2. Changing the company’s name (Section 23), potentially for rebranding in banking mergers post-cleanup.
3. Reducing share capital (Section 74), as in restructuring during DDEP impacts to optimize mortgage asset holdings.
4. Approving voluntary winding up (Section 396), for solvent companies exiting mortgage markets ethically.
5. Authorizing a scheme of arrangement or merger (Section 239), critical in banking consolidations like those in 2019, ensuring seamless transfer of mortgage securities under BoG oversight.