- 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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- 10 Marks
BCL – July 2023 – L1 – Q5c – Legal Implications Relating to Companies in Difficulty or in Crisis
Explain the consequences of winding-up a company by private liquidation.
Question
Three brothers Aba, Bawa, and Caroline registered a company (ABC Ltd) to supply cocoa products. The most influential member of the Board, Caroline, died five years into the life of the business. The surviving two directors decided to pass a special resolution by private liquidation to wind-up the business.
Required:
Explain FIVE (5) consequences of winding-up ABC Ltd by private liquidation. (10 marks)
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- 6 Marks
BCL – July 2023 – L1 – Q5b – Types of Capital and the Financing of Companies
Distinguish between equity shares and preference shares in three ways.
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- Tags: Corporate finance, Equity Shares, Preference shares, Shareholder Rights
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: JULY 2023
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- 4 Marks
BCL – July 2023 – L1 – Q5a – Types of Capital and the Financing of Companies
Explain the concepts of bonds and debentures as investment vehicles.
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- Tags: Bonds, Corporate finance, Debentures, Investment
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: JULY 2023
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- 6 Marks
BCL – July 2023 – L1 – Q4d – Alternative Forms and Constitutions of Business Organizations
Identify conditions under which the Registrar of Companies may refuse to register a partnership.
Question
Kwami Tihosu, James Jamara, Kisifri Kodiabe decided to form a partnership for their professional business. They submitted particulars for registration. The Registrar of Companies has refused to register the partnership.
Required:
Under what FOUR (4) conditions may the Registrar of Companies refuse to register a partnership? (6 marks)
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- 4 Marks
BCL – July 2023 – L1 – Q4c – Company Directors and Other Officers
Describe the fiduciary duties of a promoter prior to the formation of a company.
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- Tags: Company Formation, Fiduciary Duties, Promoter
- Level: Level 1
- Topic: Company directors and other officers
- Series: JULY 2023
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- 3 Marks
BCL – July 2023 – L1 – Q4b – Employment Law
List factors that lead to the fair termination of employment under the Labour Act, 2003 (Act 651).
Question
Termination of a contract of employment under the Labour Act, 2003 (Act 651) of Ghana may be fair or unfair.
Required:
State THREE (3) factors that will lead to the fair termination of the employment of a worker/employee by the employer. (3 marks)
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- Tags: Employment Termination, Fair Termination, Labour Act
- Level: Level 1
- Topic: Employment law
- Series: JULY 2023
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- 7 Marks
BCL – July 2023 – L1 – Q4a – Employment Law
Analyze the breach of natural justice in the termination of an employee and the obligations of an administrative body under the Constitution of Ghana.
Question
Abaase Larbi is an accountant working in an accounting firm. The Managing Partner was of the view that Abaase Larbi was involved in fraudulent transactions with some clients of the firm. At a meeting, the Partners of the Firm concluded that Abaase Larbi had brought the name of the Firm into disrepute. As a result, the Firm terminated the appointment of Abaase Larbi. Abaase Larbi feels he has not been dealt with fairly.
Required:
i) From the facts above, explain whether there is any breach of natural justice? (3 marks)
ii) As an administrative body, state the obligation that lies on the Firm to deal fairly with Abaase Larbi in respect of the Constitution of the Republic of Ghana, 1992. (4 marks)
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- Tags: Constitution of Ghana, Employment Termination, Fair Hearing, Natural Justice
- Level: Level 1
- Topic: Employment law
- Series: JULY 2023
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- 15 Marks
BCL – July 2023 – L1 – Q3b – Company Directors and Other Officers
Explain factors disqualifying an individual from being a director and the legality of using a substitute director.
Question
Atibie family owned an enterprise devoted to the supply of plumbing materials. A business adviser working with H&H Bank advised the family to convert from an enterprise to a limited liability company to qualify for a discounted interest loan facility. The head of Atibie family stated as follows: “Any member of the family can be appointed as a board member of the new company.”
The head of Atibie family reasons that the company can make use of a Substitute Director in case they have no one to appoint as a substantive Director.
Required:
i) Explain FIVE (5) factors that could disqualify a member of Atibie family from being appointed a member of the board. (10 marks)
ii) Explain why the head of Atibie family is right or wrong on the use of a Substitute Director. (5 marks)
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- Tags: Companies Act, Company Directors, Disqualification, Substitute Director
- Level: Level 1
- Topic: Company directors and other officers
- Series: JULY 2023
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- 5 Marks
BCL – July 2023 – L1 – Q3a – Human Rights
Identify remedies that a High Court may issue in respect of a breach of fundamental human rights.
Question
Where a person is convinced that there is a breach of his/her fundamental human rights, the Constitution of the Republic of Ghana, 1992 allows that person to apply to the High Court of Ghana for a remedy.
Required:
State FOUR (4) remedies that a High Court may issue in respect of the breach of fundamental human rights. (5 marks)
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- 10 Marks
BCL – July 2023 – L1 – Q2b – Agency
Discuss the concept of actual authority in an agency relationship and determine liability for the cost of goods.
Question
Kwei Aglote is an agent of Batis Brown, the principal. Kwei Aglote has actual authority to contract for his principal Batis Brown on specific items. Kwei Aglote enters into contractual relations with Ogyeene Baby for the supply of cassava flour (kokonte powder) worth GH¢20,000. Aglote disclosed his agency relationship with Batis Brown to Ogyeene Baby. The principal has failed to pay for the cost of the goods supplied. Despite the explanation, Ogyeene Baby says he knows no one else but Kwei Aglote who must pay for the cost of the goods.
Required:
i) Explain actual authority under the agency relationship. (5 marks)
ii) In the above scenario, who bears liability for the cost of the goods? (5 marks)
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- Tags: Actual Authority, Agency, Principal Liability
- Level: Level 1
- Topic: Agency Law
- Series: JULY 2023
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