- 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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- 11 Marks
BCL – Nov 2018 – L1 – Q6b – Company Meetings and Resolutions
Provide clarification on the terms "Annual General Meeting" and "Annual Returns" as used in company meetings.
Question
You have just completed level one of the ICAG Professional Examination and have been engaged by AB Daniels Ltd as an Administrative Assistant. The minutes of the previous meeting, a revised regulation, as well as notice for the next annual general meeting to be held on Tuesday 11th December 2018 had been distributed. A Board Member who recommended your appointment has called you to assist him to clarify certain terms in the meeting documents circulated.
Required:
Write short notes on the following:
i) Annual General Meeting (6 marks)
ii) Annual Returns (5 marks)
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- Tags: AGM, Annual General Meeting, Annual Returns, Company Law, Corporate Compliance
- Level: Level 1
- Topic: Company Meetings and Resolutions
- Series: NOV 2018
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- 9 Marks
BCL – Nov 2018 – L1 – Q6a – Types of Capital and the Financing of Companies
Explain three main effects of the incorporation of a company under the Companies Act.
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- Tags: Company Incorporation, Company Law, Corporate Identity, Legal Effects
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: NOV 2018
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- 2 Marks
BCL – Nov 2018 – L1 – Q5b – Negotiable Instruments
State two types of negotiable instruments.
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- Tags: Financial Documents, Negotiable Instruments, Payment Methods
- Level: Level 1
- Topic: Negotiable Instruments
- Series: NOV 2018
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- 18 Marks
BCL – Nov 2018 – L1 – Q5a – Company Directors and Other Officers Governance and Ethical Issues Relating to Business
Explain the governance issues and director duties related to fraud and financial mismanagement in a company.
Question
In 2015, BIGO Ltd, which carries on the business of exporting yam and pineapple from Ghana to Europe, opened an account with Cal Bank at the Osu Branch. In 2016, the Finance Manager, who is the sole accounts officer of the company, forged the signature of the Managing Director (who was also the sole signatory to the bank account of the company) and made several withdrawals from the company to the tune of GH¢550,000. The bank, in that same year, requested that the Managing Director should, within two weeks of the letter, confirm the credit balance on the account which at the time stood at GH¢2,200,000. The Managing Director, without any further checks, signed the document, thus confirming the credit balance presented by the bank. In 2017, the auditors raised queries on some of the fictitious withdrawals. The Chairman of the Board ordered the Human Resource Manager to dismiss both the Managing Director and the Finance Manager with immediate effect.
Required:
i) Explain FOUR (4) issues in the case relating to governance and duties of directors.
(12 marks)
ii) Explain THREE (3) factors that disqualify a person from being appointed as a director.
(6 marks)
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- Tags: Corporate Governance, Director Duties, Ethical Issues, Financial Mismanagement, Fraud
- Level: Level 1
- Topic: Governance and Ethical Issues Relating to Business
- Series: NOV 2018
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- 8 Marks
BCL – Nov 2018 – L1 – Q4b – Public Sector Entities
State two reasons why a partnership firm should reimburse a partner's expenses.
Question
Apina is a partner in an accounting firm known as Dtd & Associates. On 3rd October 2018, he went out to execute an approved course of duty for the firm. Instead of being assigned an official car, the supervising partner asked that he should use his own car and provision was made for his fuel. In the course of duty, he burst a tire. He brought the receipt of the replaced tire bought to the supervising manager for a refund. The supervising manager, however, refused to reimburse Apina.
Required:
State TWO (2) reasons why the firm should reimburse Apina. (8 marks)
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- Tags: Partner Rights, Partnership Expenses, Partnership Law, Reimbursement
- Level: Level 1
- Topic: Public Sector Entities
- Series: NOV 2018
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- 12 Marks
BCL – Nov 2018 – L1 – Q4a – Company Law
Explain three privileges available to shareholders with cumulative preference shares.
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- Tags: Company Law, Dividends, Preference shares, Shareholder Privileges, Winding-up
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2018
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- 8 Marks
BCL – Nov 2018 – L1 – Q3c – Company Law
Identify five situations in which a court can order a company to be wound up.
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- Tags: Company Law, Corporate Insolvency, Court Order, Liquidation, Winding-up
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2018
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- 6 Marks
BCL – Nov 2018 – L1 – Q3b – Company Law
List three civil liabilities that can be brought against a director for breaching their duty.
Question
As part of the duty, a director of a company stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in a transaction with it or on its behalf. He or she shall act at all times in what the director believes to be the best interests of the company as a whole so as to preserve its assets, further its business, and promote the purposes for which it was formed, and in a manner that a faithful, diligent, careful, and skillful director would act in the circumstances. Besides, a director is not to use for his or her own advantage the money or property of the company or confidential information or special knowledge obtained in his or her capacity.
Required:
List THREE (3) civil liabilities that are to be brought against a director who commits a breach of duty and violates the rules regarding conflict of interest.
(6 marks)
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- Tags: Breach of Duty, Civil Liabilities, Company Law, Corporate Governance, Directors' Duties
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2018
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- 6 Marks
BCL – Nov 2018 – L1 – Q3a – Company Law
State three items required in the register of members/shareholders of a company.
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- Tags: Company Law, Corporate Governance, Register of Members, Shareholders
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2018
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- 8 Marks
BCL – Nov 2018 – L1 – Q2c – Sale of Goods/high purchased
Determine when property in goods passes from the seller to the buyer in a sale of goods contract.
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- Tags: Legal Ownership, Property Transfer, Sale of Goods, Unascertained Goods
- Level: Level 1
- Topic: Sale of goods/hire purchase
- Series: NOV 2018
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