- 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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- 16 Marks
BCL – May 2018 – L1 – Q6b – Types of Capital and the Financing of Companies
Define a debenture and explain when a receiver/manager is appointed.
Question
b)
i) Define a debenture. (2 marks)
ii) State the time when a debenture holder on a floating charge will deem it necessary to apply to the court for the appointment of a receiver/manager.
(4 marks)
iii) At what time will an annual general meeting of a company limited by shares be dispensed with in any year? (2 marks)
iv) State FOUR persons who qualify to receive notices of general meetings in a company limited by shares. (8 marks)
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- Tags: Debentures, Floating Charge, Receiver Appointment
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: MAY 2018
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- 4 Marks
BCL – May 2018 – L1 – Q6a – Types of Capital and the Financing of Companies
Explain how a company acquires interest in pre-incorporation contracts.
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- Tags: Company Law, Contract Ratification, Pre-Incorporation Contracts
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: MAY 2018
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- 6 Marks
BCL – May 2018 – L1 – Q5c – Alternative Forms and Constitutions of Business Organizations
State four advantages of registering a company.
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- 6 Marks
BCL – May 2018 – L1 – Q5b – Types of Capital and the Financing of Companies
Explain whether members can claim ownership in an incorporated company.
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- Tags: Incorporated Company, Legal Personality, Ownership
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: MAY 2018
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- 8 Marks
BCL – May 2018 – L1 – Q5a – Alternative Forms and Constitutions of Business Organization
Explain the position of a registered firm and the rights and liabilities of its members.
Question
a) Azonto, Seamajolly, and Araba registered a firm of quantity surveyors under the name King & Associates.
Required:
Explain the position of the firm after registration and the rights and liabilities of the members of the firm towards each other. (8 marks)
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- 4 Marks
BCL – May 2018 – L1 – Q4c – Employment Law
State four rights of an employer under the Labour Act, 2003 ACT 651.
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- Tags: Employer Rights, Employment Law, Labour Act
- Level: Level 1
- Topic: Employment law
- Series: MAY 2018
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- 8 Marks
BCL – May 2018 – L1 – Q4b – Employment Law
Discuss possible orders from the Labour Commission and whether two employees have the same cause of action.
Question
b) You are confronted with a case where two employees’ appointments had been terminated in a private company. One of the employees was sacked for participating in labour agitations against the employer, having worked for 2 months under an oral engagement by the company.
The other employee’s appointment in the same company was terminated because the employee absented himself from work for a day since he was severely injured, and his hospital attendance was duly certified by a recognized medical practitioner.
Required:
i) State TWO orders that the Labour Commission may give to the private company in favor of the affected employees/workers. (6 marks)
ii) Will both employees have the same cause of action? (2 marks)
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- Tags: Employee Rights, Employment Law, Labour Commission
- Level: Level 1
- Topic: Employment law
- Series: MAY 2018
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- 8 Marks
BCL – May 2018 – L1 – Q4a – Employment Law
Explain the difference between a Contract of Service and a Contract for Services.
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- Tags: Contract for Services, Contract of Service, Employment Law
- Level: Level 1
- Topic: Employment law
- Series: MAY 2018
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- 3 Marks
BCL – May 2018 – L1 – Q3c – Negotiable Instruments
Define General and Special Crossing under the Bills of Exchange Act, 1961.
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- Tags: Cheque Crossing, General Crossing, Special Crossing
- Level: Level 1
- Topic: Negotiable Instruments
- Series: MAY 2018
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- 6 Marks
BCL – May 2018 – L1 – Q3b – Sale of Goods/Hire Purchase
Discuss the basic requirements of a Hire Purchase agreement and the steps a hirer should take upon termination.
Question
b) Komosa Limited entered into a Hire- Purchase agreement with Mr. Gyeabour over a car. The agreement was to last for a period of 4 years of monthly instalment. The instalment arrangements went on for three and half years till Mr.Gyeabour decided to terminate the arrangement and stopped paying the instalment. For the remaining period, the Company had no news of Mr. Gyeabour or the car. When the car was later found, the air conditioning compartment was in a bad state of disrepair. The Company now intends to sue Mr. Gyeabour who has resurfaced. Mr. Gyeabour is now pleading with the Company for mercy.
Required:
i) Describe TWO basic requirements that should be outlined in a Hire Purchase Agreement. (4 marks)
ii) Explain to Mr. Gyeabour TWO steps he should have taken in respect of the termination and the damaged car under the Hire-Purchase Act, 1974 NRCD 292. (6 marks)
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- Tags: Damaged Goods, Hire Purchase, Termination
- Level: Level 1
- Topic: Sale of goods/hire purchase
- Series: MAY 2018
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