- 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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- 8 Marks
BCL – Nov 2019 – L1 – Q3c – Accounts and audit
Explanation of the functions of an audit committee within a company’s Board of Directors.
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- Tags: Audit Committee, Corporate Governance, Financial Reporting, Internal Control
- Level: Level 1
- Topic: Accounts and audit
- Series: NOV 2019
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- 4 Marks
BCL – Nov 2019 – L1 – Q3b – Legal implications relating to companies in difficulty or in crisis
Impact of liquidator appointment on the Board of Directors during private liquidation.
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- 6 Marks
BCL – Nov 2019 – L1 – Q3a – Legal implications relating to companies in difficulty or in crisis
Explanation of liquidation, winding-up, and dissolution as used in company law.
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- 10 Marks
BCL – Nov 2019 – L1 – Q2d – Company directors and other officers
Options available to a minority shareholder and potential court reliefs in a company merger scenario.
Question
Kwame Akoto holds 15% share in Sikem Investment Ltd, a brokerage firm, which by the regulations of the company, entitled him to appoint a director. To avoid the strict and high standards of banking, the Regulations of Sikem Investment prohibits banking and savings and loan schemes. Kwame Akoto received a letter from Mr. Pinkrah, Managing Director and 55% shareholder, that the company has merged with Sikaman Group owned 100% by Mr. Pinkrah. The merged company will upgrade into a full bank within the next three months. The shares of Kwame Akoto and all minority shareholders with Sikem Investment Ltd will be converted into a loan at 10% per annum interest with principal repayment schedule over the next five years. Mr. Pinkrah took all decisions alone without consulting the seven members on the board. All attempts to hold a board meeting to discuss the issues have been thwarted by Mr. Pinkrah.
Required:
i) State THREE (3) options open to Kwame Akoto in the circumstance of this case. (6 marks)
ii) State FOUR (4) likely reliefs the court may grant. (4 marks)
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- Tags: Company Law, Legal Remedies, Minority Protection, Shareholder Rights
- Level: Level 1
- Topic: Company directors and other officers
- Series: NOV 2019
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- 4 Marks
BCL – Nov 2019 – L1 – Q2c – Alternative forms and constitutions of business organisations
List of particulars required for sole proprietorship registration with the Registrar-General.
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- 4 Marks
BCL – Nov 2019 – L1 – Q2b – Alternative forms and constitutions of business organisations
Advantages and disadvantages of forming a sole proprietorship.
Question
It appears that many Ghanaians prefer to own their businesses without going through the cumbersome details of forming an incorporated company limited by shares.
Required:
State TWO (2) advantages and TWO (2) disadvantages of forming sole proprietorship. (4 marks)
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- 2 Marks
BCL – Nov 2019 – L1 – Q2a – Types of capital and the financing of companies
Explanation of advantages of a company limited by shares.
Question
Section 9 of the Companies Act, 1963 (Act 179) provides that a company limited by shares is “a company having the liability of its members limited to the amount, if any, unpaid on the shares respectively held by them”.
Required:
State and explain TWO (2) advantages that exist for a company limited by shares. (2 marks)
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- Tags: Business Entities, Company Law, Limited Liability
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: NOV 2019
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- 20 Marks
BCL – Nov 2019 – L1 – Q1 – Sources of Law
Explanation of judicial precedent, grounds for departing from it, distinction between adversarial and inquisitorial systems, and a case scenario on employment termination.
Question
a) What is judicial precedent? (2 marks)
b) State TWO (2) grounds under which the courts will depart from a judicial precedent. (4 marks)
c) Ghana legal system is adversarial rather than the inquisitorial approach. In TWO (2) ways, explain the distinction between them. (4 marks)
d) Koby Afadzie and Odartey Nelson were employed by Alfar Preparatory School to teach Mathematics and Social Science, respectively. By the terms of their employment, the two were to be on probation for eight (8) months before they could be fully appointed. Similarly, Adu Owusu and Kafui Yaw were engaged by the school as casual workers charged with the responsibility of keeping the school compound and classrooms clean. After the period of probation, the school authorities informed Koby Afadzie and Odartey Nelson that the school was not interested in giving them permanent appointments because of unsatisfactory performance. On the other hand, Adu Owusu and Kafui Yaw had their appointment terminated without any reason. The four (4) workers intend to take legal action against the school for compensation, accusing it of unfairly terminating their respective appointments.
Required:
Explain whether the workers will succeed in their respective intended legal action. (10 marks)
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- Tags: Employment Law, Judicial Precedent, Labour Act, Legal Action, Legal System
- Level: Level 1
- Topic: Sources of Law
- Series: NOV 2019
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- 20 Marks
BCL – Nov 2017 – L1 – Q6 – High purchase, Contract Law
Discuss the rules for transfer of risk in sale of goods and explain the concepts of liquidated damages and quantum meruit.
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- Tags: Liquidated Damages, Quantum Meruit, Risk Transfer, Sale of Goods
- Level: Level 1
- Topic: Contract Law, Sale of goods/hire purchase
- Series: NOV 2017
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- 6 Marks
BCL – Nov 2017 – L1 – Q5c – Types of Capital and the Financing of Companies
Explain the key differences between debenture holders and shareholders.
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- Tags: Company Financing, Debenture Holders, Legal Definitions, Shareholders
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: NOV 2017
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