- 20 Marks
BCL – L1 – Q74 – Types of Capital
Question
Yaw is a shareholder in Tetteh Limited for the past 20 years and has been receiving his dividend as and when declared and paid except for 2017, which other shareholders have been paid. A secretary at the company’s head office informed Yaw on the phone that his annual dividend for 2017 may not be forthcoming due to non-payment for shares.
Required:
(a) Advise Yaw.
(b). State with examples the particulars for registration of charges.
(c). Provide six merits of equity over debt as capital.
Answer
(a)
- Issued shares require valuable consideration paid or payable to the company being in cash. Section 45 of Act 992 states that except on a capitalization issue pursuant to subsection (I) of section 77, shares shall not be issued otherwise than for valuable consideration paid or payable to the company, and unless otherwise agreed, shares shall be paid for in cash.
- This means a shareholder does not get shares free of charge.
- Valuable consideration in cash or kind must be given by him or someone on his behalf. For cash payment, the company shall actually have received cash for the shares at the time of or subsequent to the agreement to issue the shares – sec. 48.
- Membership could arise by subscription to the Company’s Constitutions or by agreement after incorporation, and membership in the absence of a valid forfeiture was not dependent on full or partial payment (Adehyeman Gardens Ltd vs. Assibey) – Supreme Court.
- Non-payment for shares does not terminate the rights or interest of a shareholder unless provided for in the constitutions (sec 34).
- A subscriber remains a fully-fledged member even if he has not paid or is liable to pay a pesewa for his shares.
- The inability of Yaw to pay for his shares does not affect his interest and obligations as a shareholder in the company.
- Yaw can sue for the payment of his 2017 dividend.
(b). Particulars for registration of charges – Section 110:
- Date of creation of the charge.
- Nature of the charge – e.g., fixed or floating.
- Short particulars of the property charged – e.g., sales inventory, delivery van.
- The person entitled to the charge – company’s banker.
- The nature of any restrictions on the company’s power to grant further charges, in case of floating charges, ranking in priority, etc.
- The amount secured by the charge, or the maximum sum deemed to be secured.
(c). Some merits of equity over debts:
- No interest payment – dividends are payable as and when recommended and approved.
- Interest payments could be fixed such that the company suffers in times of profit decline.
- Could raise large amounts with IPO than getting a loan from a bank.
- No need to pay back share proceeds.
- No collaterals/securities/charges, etc. – all you need is a share prospectus and approval by the GSE/SEC, etc.
- [Sixth point not explicitly provided in the document, but implied from context]: Equity financing enhances company credibility and attracts more investors.
- Tags: List six merits of equity over debt as capital.
- Level: Level 1
- Uploader: Samuel Duah