- 5 Marks
BCL – Nov 2024 – L1 – Q5b – Registrar’s Power to Refuse Firm Registration
Circumstances under which the Registrar of Companies may refuse to register a firm or partnership.
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Subject: BUSINESS & CORPORATE LAW
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+ past questions and counting.
- 15 Marks
BCL – Nov 2024 – L1 – Q5a – Annual General Meeting (AGM) Requirements
Legal requirements for holding an AGM and consequences of non-compliance.
Question
Yaw Perbi, the CEO of your company, is preparing for a top management meeting scheduled for 1 December 2023. One of the issues to be discussed is the mode of holding the next shareholders’ meeting. There are views that the Annual General Meeting (AGM) must be in-person so that members can vote on resolutions to be passed. Others believe that the AGM should be virtual or hybrid. Some shareholders believe that the items on the agenda are too many and that they would need two days to have a meaningful discussion. Kwasi Mensa, a shareholder, has decided not to attend the AGM if it is organised virtually.
Required:
a) Explain the following to your boss:
i) The requirement of the Companies Act, 2019 (Act 992) on the interval between which AGMs are to be held.
ii) THREE things that should be covered in the notice for an AGM.
iii) TWO consequences of not holding an AGM in accordance with the Companies Act.
iv) Justify whether or not decisions taken at the AGM will be binding on Kwasi Mensa.
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- Tags: AGM, Companies Act, Corporate Governance, Meeting Notice, Shareholder Rights
- Level: Level 1
- Topic: Company Meetings and Resolutions
- Series: Nov 2024
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- 5 Marks
BCL – Nov 2024 – L1 – Q4d – Utmost Good Faith in Insurance
Explanation of the principle of utmost good faith in insurance contracts.
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- 5 Marks
BCL – Nov 2024 – L1 – Q4c – Contractual Obligations of a Minor
Legal validity of a contract involving a minor performing services for payment.
Question
Amevo is a minor and a professional dancer. He entered into a contract to perform a series of dances for GH¢5,000 an hour per night of performance. The rule as accepted was that failure to perform in one series without reasonable excuse would incur a percentage deduction from his earnings at subsequent performances. Amevo failed to perform at one of the series. His attention was drawn to the rule, but he now thinks the deduction should not be made.
Required:
Advise Amevo.
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- 6 Marks
BCL – Nov 2024 – L1 – Q4b – Domestic Agreements and Legal Enforcement
Legal enforceability of a domestic agreement between spouses regarding financial obligations.
Question
As part of the arrangements in the home of the Ananses, the husband agreed to pay the school fees of the children. The wife decided to use part of her earnings to manage the household chores, including the provision of food. The wife had observed for some time that the husband had not performed his side of the obligation, leading to arrears of school fees. She has therefore chosen to sue the husband in a court of law to compel him to perform his duty.
Required:
Advise her
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- Tags: Contractual Obligations, Domestic Agreements, Family Law, Legal Intent, Social Contracts
- Level: Level 1
- Topic: Company Law
- Series: Nov 2024
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- 5 Marks
BCL – Nov 2024 – L1 – Q4a – Agency of Necessity
Legal implications of an agent acting in necessity during a curfew.
Question
Ozoozo is a cargo driving agent of Oforiwa, a trader. Ozoozo loaded a truck of yam from Kutunada for delivery to Oforiwa in Accra. In the course of the journey and at Butako township, a curfew was imposed as a result of chieftaincy issues in the traditional area. He tried to communicate with Oforiwa but he was unable to do so due to network challenges. Ozoozo found it useful to off-load the cargo of yam and dispose of it by sale. He accounted for the sale but Oforiwa became furious.
Required:
Advise Oforiwa.
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- 10 Marks
BCL – Nov 2024 – L1 – Q3b – Financial Assistance for Share Purchase
Conditions under which a company may provide financial assistance for share purchase.
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- 10 Marks
BCL-Nov-2024-L1-Q3a-Unfair Termination of Employment
Legal basis for unfair termination of employment under the Labour Act.
Question
Alahey, an employee of Gyammea Ventures, has had his appointment terminated following allegations of financial impropriety. In his response to a query for the alleged offense, he admitted committing the offense and pleaded for leniency.
For the offense of financial impropriety, the corresponding penalty should have been dismissal, as per the “Employee Handbook” of the company.
On account of his plea, Management decided to terminate the relationship with loss of terminal benefits. Alahey is minded to sue Gyammea Ventures for unfair termination and has approached you for advice.
Required:
With your understanding of the Labour Act, 2003, (Act 651), explain to Alahey the basis for severance of the employment relationship that can constitute unfair termination.
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- 10 Marks
BCL-Nov-2024-L1-Q2b- Pre-incorporation Contracts & Fiduciary Duty
Legal advice on pre-incorporation contract expenses and secret profits between business associates.
Question
Darkoa lives in the United States of America (USA) and asked his long-time friend, Gyankoroma, to register a company for her in Ghana. Gyankoroma spent GH¢20,000 on documentation, filing, and processing (with the issuance of receipts being in Gyankoroma’s name). Upon the request of Darkoa, Gyankoroma rented an office premises for one year at GH¢40,000 with the receipt in the name of the newly formed company.
Darkoa just returned from the USA to start operations. Darkoa discovered that the rental agent gave GH¢4,000 to Gyankoroma as inducement for the office deal. Darkoa appointed Gyankoroma as head of operations and refused to pay the registration expenses on the basis that Gyankoroma’s monthly salary as head of operations is more than GH¢20,000 and those expenses should be borne from the secret profits Gyankoroma had earlier enjoyed.
Required:
Based on your knowledge in pre-incorporation contracts, advise the parties.
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- 10 Marks
BCL – Nov 2024 – L1 – Q2a – Legal Implications Relating to Companies in Difficulty or in Crisis
Advise Naami on the procedure for private liquidation of Shama PLC.
Question
a) On 26 February 2024, Shama PLC, a public limited liability company trading on the Ghana Stock Exchange sent a notice to its shareholders inviting them to an Annual General Meeting (AGM) on 2 March 2024. The notice simply states that the ‘purpose is to transact the ordinary business’.
Naami is a shareholder of Shama PLC and is very disturbed about the vagueness of the notice. She is also not satisfied with the performance of the company and is seeking to requisition for a special resolution to liquidate the company.
Required:
Advise Naami on the procedure for private liquidation. (10 marks)
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- 2 Marks
BCL – Mar 2024 – L1 – Q1c – Human Rights, Hierarchical Structure of Courts
Evaluate the jurisdiction of courts in Ghana regarding fundamental human rights under the 1992 Constitution.
Question
“All the Courts in Ghana have jurisdiction in matters relating to the fundamental Human Rights of every citizen.”
Required:
Explain if the above is a true or false statement in terms of the provisions of the 1992 Constitution of the Republic of Ghana? (2 marks)
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- Tags: Constitution, Fundamental Human Rights, Ghana Judiciary, High Court, Jurisdiction
- Level: Level 1
- Topic: Hierarchical Structure of Courts
- Series: MAR 2024
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- 3 Marks
BCL – Mar 2024 – L1 – Q1b – Hierarchical Structure of Courts
Identify the courts in Ghana that have appellate jurisdiction.
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- Tags: Appellate Jurisdiction, Constitution, Courts, Ghana, Judiciary
- Level: Level 1
- Topic: Hierarchical Structure of Courts
- Series: MAR 2024
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- 5 Marks
BCL – Mar 2024 – L1 – Q1a – Tort, Human Rights, Hierarchical Structure of Courts
Evaluate the likelihood of Agro Club succeeding in their court action against the school authorities for trespassing.
Question
Ten members of a club (Agro Club) trespassed on a piece of land belonging to a public school. The club erected a wooden structure on the land in which they were residing. When the school authorities noticed their presence, they were then asked to vacate the land, but they defied the warning. The school authorities served written notice on them to remove the structure they have erected on the land, and vacate same within five days or risked their structure being demolished. The club decided to take legal action against the school authorities in the Supreme Court.
Required:
Explain whether Agro Club will succeed in their court action. (5 marks)
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- Tags: Constitution, High Court, Human Rights, Jurisdiction, Supreme Court, Trespass
- Level: Level 1
- Topic: Hierarchical Structure of Courts, Human Rights, Tort
- Series: MAR 2024
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- 20 Marks
BCL – May 2019 – L1 – Q7 – Company Law
Discusses the process of liquidation, different modes of winding up, and the consequences of the winding up process.
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- Tags: Company Law, Corporate Dissolution, Legal Process, Liquidation, Winding-up
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2019
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- 8 Marks
BCL – May 2019 – L1 – Q6b – Company Law
Identifies conditions under which a person is disqualified from being appointed as an auditor in a private company.
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- Tags: Auditor Disqualification, Company Law, Corporate Governance, Private Company
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2019
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- 12 Marks
BCL – May 2019 – L1 – Q6a – Company Law
Explains the concepts of floating charge, naked debentures, and income surplus in company law.
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- Tags: Company Capital, Floating Charge, Income Surplus, Naked Debentures
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2019
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- 20 Marks
BCL – May 2019 – L1 – Q5 – Agency, Sale of goods/hire purchase
Discusses the object of a sale of goods, legal advice for parties in a sale involving stolen property, and the duties of an agent.
Question
Yaa Konadu purchased a car from Kofi Apenteng. Two months later, it was discovered that the car was stolen property before it was acquired by Apenteng, and both parties were innocent. Konadu had to give back the car through the police. Apenteng had no title to pass on, so Konadu sued him for the refund of the whole of her money despite the fact that she had used the car for two months.
Required: a) Explain if the object of the sale of the car was met for either Yaa Konadu or Kofi Apenteng.
(4 marks)
b) Advise the parties.
(6 marks)
c) Explain FOUR (4) duties of an agent to his principal.
(10 marks)
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- Tags: Agency Law, Duties of an Agent, Legal Advice, Sale of Goods, Transfer of Property
- Level: Level 1
- Topic: Agency Law, Sale of goods/hire purchase
- Series: MAY 2019
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- 20 Marks
BCL – May 2019 – L1 – Q4 – Company Law
Discusses the rights of parties in share allotment and revocation under company law.
Question
On 1st January 2018, Parentsgold Ltd, a new and promising company, had its prospectus published. On 3rd January 2018, Frank Larry sent an application for GH¢100,000 worth of shares in Parentsgold Ltd. On the same 3rd January, Abena Manu submitted an application for GH¢50,000 worth of shares, but on 8th January 2018, she sent a mail revoking her application. Both applicants remitted the requisite application moneys on the day of their application.
Due to lack of a quorum, the Board of Directors of Parentsgold Ltd could not meet to consider the applications and allot shares until 15th September 2018. Frank Larry was informed on 16th September 2018 that his application had been accepted and that GH¢100,000 worth shares had been duly allotted to him, but he wrote back refusing the allotment.
Required: Advise the parties of their rights, if any.
(20 marks)
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- Tags: Company Law, Contract Law, Prospectus, Revocation, Share Allotment
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2019
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- 10 Marks
BCL – May 2019 – L1 – Q3c – Employment Law
Discusses employee rights and employer obligations regarding social security in employment contracts.
Question
ABA Venture was set up recently and John is an independent electrical contractor working for ABA Ventures for the past 3 months under a contract that requires him to ensure that all electrical facilities are well maintained. Abena is a fresh graduate who has also completed level one of the ICAG professional programme and has been given a one-year contract as a Cashier of ABA Ventures. Your firm is designing the conditions of service for ABA Ventures.
i) List the FOUR (4) rights of employees.
(4 marks)
ii) Indicate whether ABA Ventures will have obligations to pay Social Security on behalf of John and Abena who are both working at ABA.
(6 marks)
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- 8 Marks
BCL – May 2019 – L1 – Q3b – Contract Law
Discusses the identification and explanation of equitable remedies under the law of contract.
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