- 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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- 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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- 20 Marks
BCL – Nov 2015 – L1 – Q4 – Legal Implications Relating to Companies in Difficulty or in Crisis
Discuss the circumstances under which the courts may lift or pierce the veil of incorporation of a limited liability company.
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- 20 Marks
BCL – Nov 2015 – L1 – Q3 – Employment Law
Discuss whether every employee has the right not to be unfairly dismissed and reasons that make dismissal fair.
Question
a) Does every employee have the right not to be unfairly dismissed? (10 marks)
b) Discuss five reasons which, if one is established against the employee by the employer, may make the dismissal fair. (10 marks)
(Total=20 marks)
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- Tags: Dismissal, Employment Law, Fair Termination, Unfair Termination
- Level: Level 1
- Topic: Employment law
- Series: NOV 2015
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- 20 Marks
BCL – Nov 2015 – L1 – Q2 – Agency
Analyze Bertha's liability to Crunch Ltd and Drinkit Ltd due to Eddie's actions as an agent.
Question
Eddie is the manager of A-LIFE shopping mall owned by Bertha. In January he is told by Bertha not to buy biscuit from a new company called Crunch Ltd, because she has heard that their products are of poor quality.
On 18th February, Christa, a representative of Crunch Ltd, visits the A-LIFE shopping mall, and as a result, Eddie orders 10,000 cedis worth of biscuits. Christa is unaware of Bertha’s instructions.
When later in the day Bertha discovers what Eddie has done, they have arguments, and Eddie resigns. The following day Eddie goes to Drinkit Ltd, Bertha’s regular supplier of wine and spirit, and purchases 10 cases of whisky on credit in Bertha’s name. He then absconds with the whisky.
Bertha comes to seek your advice as to her liability to:
a. Crunch Ltd; (10 marks)
b. Drinkit Ltd. (10 marks)
(Total=20 marks)
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- Tags: Agency Law, Contractual Liability, Principal-Agent Relationship
- Level: Level 1
- Topic: Agency Law
- Series: NOV 2015
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- 20 Marks
BCL – Nov 2015 – L1 – Q1 – Sources of Law, Human Rights
Identify ten topics from the Constitution of Ghana, 1992.
Question
The Constitution of the Republic of Ghana 1992 consists of twenty-six (26) chapters. Each chapter is arranged into articles and each article into clauses.
Mention any TEN topics dealt with in any TEN chapters of the Constitution.
(20 marks)
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- Tags: Constitution, Ghana Law, Topics
- Level: Level 1
- Topic: Human Rights, Sources of Law
- Series: NOV 2015
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- 6 Marks
BCL – Nov 2023 – L1 – Q5c – Legal Implications Relating to Companies in Difficulty or in Crisis
Discuss the eligibility and restrictions related to the appointment of a receiver, particularly in cases of conflict of interest.
Question
c) Manu is the Finance Director of Womengold Ltd, an insolvent company whose creditors have applied to the court to appoint a receiver. Manu wants to be appointed as a receiver since he is very much versed with the details of the company and feels better placed to deal with the creditors than any other person. Alternatively, he proposes that his consultancy company, Adom Consult, should be appointed as a receiver.
Required: i) Explain whether or not Manu or Adom Consult can be appointed as a receiver. (6 marks)
ii) State FOUR (4) reasons that prohibit a person from being appointed as a receiver. (4 marks)
Answer: i) Manu, as a director or former director, along with all other directors, cannot be appointed receiver for the company. The same applies to an auditor of the company. Their previous detailed knowledge of the company is immaterial here, and they must hand over the books, documents, etc., to any court-appointed receiver.
Manu’s consultancy company, Adom Consult, or any corporate body is also barred from being appointed as a receiver. (6 marks)
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- 8 Marks
BCL – Nov 2023 – L1 – Q5a – Types of Capital and the Financing of Companies
Explain the content and effect of a share certificate.
Question
a) The Managing Director of your organisation has just received a share certificate from an agent of Ecobank Transactional and considers the document as incomplete.
Required: Explain to your Managing Director the content and the effect of a share certificate. (8 marks)
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- Tags: Company Law, Corporate Documentation, Share Certificate, Shares
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: NOV 2023
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- 5 Marks
BCL – Nov 2023 – L1 – Q4b – Alternative Forms and Constitutions of Business Organisations
Advise on the registration requirements for an association under the Companies Act, 2019 (Act 992).
Question
b) A 30-member youth group came together for the purpose of social gathering and to have fun. They called their group Bagawire Association. Soon, the group, from voluntary contributions, accrued some amount of money (from financial gains) from their indirect transactions. At the end of each year, they declared what they described as “Dividends.” An argument ensued among them with some saying that they should register the group as a company now that they are making financial gains, while others disagreed.
Required: Advise the group in respect of the requirement under the Companies Act, 2019 (Act 992) for the proposed registration. (5 marks)
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- 7 Marks
BCL – Nov 2023 – L1 – Q4a – Employment Law
Evaluate whether the termination of Adja Kudzo’s employment by Josh Ltd was justified.
Question
a) Adja Kudzo was an employee of Josh Ltd. While his fixed-term contract of employment with the company still had over two (2) years to terminate, he received a letter stating that his service will no longer be needed from the end of the month in which the letter was written. He subsequently took legal action against the company, alleging that the company has wrongly dismissed him. The company, however, put up a defense to the effect that it was Adja Kudzo himself who asked to be relieved of his post in order to set up his own business. The company also alleged that Adja Kudzo had made unauthorized credit sales to persons outside the class of accredited customers of the company and had been unable to recover the monies due under those transactions, which allegations Adja Kudzo denied.
Required: i) Explain whether Josh Ltd was justified in terminating the employment of Adja Kudzo. (7 marks)
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- Tags: Contract Termination, Employment Law, Wrongful Dismissal
- Level: Level 1
- Topic: Employment law
- Series: NOV 2023
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- 5 Marks
BCL – Nov 2023 – L1 – Q3c – Company Meetings and Resolutions
State circumstances under which the appointment of a proxy is terminated.
Question
c) A member of a company entitled to attend and vote at a meeting of a company may appoint another person as a proxy to attend and vote on the member’s behalf, and the proxy shall have the same rights as the member.
Required: State FOUR (4) circumstances under which the appointment of a proxy is terminated. (5 marks)
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- Tags: Company Law, Meetings, Proxy, Termination of Appointment
- Level: Level 1
- Topic: Company Meetings and Resolutions
- Series: NOV 2023
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