- 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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- 10 Marks
BCL – July 2023 – L1 – Q2a – Sale of Goods/Hire Purchase
Analyze the fitness for purpose in a sale of goods scenario and the seller's fundamental obligation under the Sale of Goods Act.
Question
Kofi Adabla visited the showroom of Car Dealers Ltd, a company that sells used vehicles. Kofi Adabla informed Car Dealers Ltd that he needed a vehicle that could withstand the rugged terrain. Kofi Adabla had his Mechanic with him. The salesman at the Car Dealers Ltd recommended a slightly used vehicle to Kofi Adabla. Kofi Adabla’s Mechanic did a thorough examination of the vehicle after which Kofi Adabla decided to buy the vehicle at a price of GH¢55,000.
Three months after Kofi Adabla bought the vehicle, it developed a mechanical fault which was promptly repaired by Car Dealers Ltd under the terms of sale, exhausting the warranty. Three months later, the vehicle developed another mechanical fault but Car Dealers Ltd refused to repair it. Kofi Adabla now threatens to sue.
Required:
i) Explain whether Kofi Adabla will succeed on a claim that the vehicle was not fit for the purpose for which it was acquired and that there was a breach of the conditions of sale. (5 marks)
ii) State the fundamental obligation of the seller under the Contract for Sale of Goods under the Sale of Goods Act, 1962 (Act 137). (5 marks)
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- Tags: Conditions of Sale, Fitness for Purpose, Sale of Goods
- Level: Level 1
- Topic: Sale of goods/hire purchase
- Series: JULY 2023
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- 9 Marks
BCL – July 2023 – L1 – Q1c – Public Sector Entities
Explain the three main stages of money laundering.
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- Tags: Integration, Layering, Money laundering, Placement
- Level: Level 1
- Topic: Public Sector Entities
- Series: JULY 2023
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- 6 Marks
BCL – July 2023 – L1 – Q1b – Sources of Law
Explain the Golden Rule, Mischief Rule, and Eiusdem Generis Rule of statutory interpretation.
Question
In interpreting statutes, the courts rely significantly on rules of interpretation.
Required:
Explain the following rules of interpretations:
i) Golden rule (2 marks)
ii) Mischief rule (2 marks)
iii) Eiusdem generis rule (2 marks)
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- Tags: Eiusdem Generis Rule, Golden Rule, Mischief Rule, Statutory Interpretation
- Level: Level 1
- Topic: Sources of Law
- Series: JULY 2023
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- 5 Marks
BCL – July 2023 – L1 – Q1a – Hierarchical Structure of Courts
Explain the concepts of binding and persuasive precedents in the hierarchical structure of courts.
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- Tags: Binding Precedent, Judicial Precedents, Persuasive Precedent
- Level: Level 1
- Topic: Hierarchical Structure of Courts
- Series: JULY 2023
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- 10 Marks
BCL – Dec2022 – Q5b – Legal implications relating to companies in difficulty or in crisis
Discuss conditions that disqualify a person from being a liquidator and explain the powers that can be exercised by a liquidator.
Question
Certain classes of persons are prohibited by the Companies Act, 2019 (Act 992) from acting as liquidators.
Required:
i) State FOUR (4) conditions that prohibit a person from being appointed as a liquidator. (4 marks)
ii) Explain FOUR (4) powers that can be exercised by a liquidator. (6 marks)
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- 10 Marks
BCL – Dec2022 – Q4b – Alternative forms and constitutions of business organisations
Discuss the requirements for incorporating a company and the implications of unpaid shares.
Question
Lucy Kondomire and Adele Amaney have been engaged in the formation of a private company limited by shares to engage in a curtain business. They are very eager to win a contract to supply the new Parliament House with 3,000 yards of curtains as part of a planned refurbishment of the Chamber of Parliament. They are optimistic of being awarded the contract in view of the President’s campaign to promote locally produced and manufactured goods. They have already proposed the name of the company to be “Nyamenehene Curtains Plaza.” The company is to be registered with 1,000,000 ordinary shares of no-par value and fully subscribed 600,000 and 400,000 shares respectively. In view of this, they have approached you as a Consultant to take over the process of incorporating their company as quickly as possible to enable them to win the contract. They have expressed their desire to pay any fee possible if the process is completed within five days.
Required:
i) State EIGHT (8) requirements for the incorporation of a company to Lucy Kondomire and Adele Amaney. (6 marks)
ii) If it turned out later that Adele Amaney did not pay fully for the shares she subscribed to, and have not been issued with a share certificate, what would be the implication of this occurrence? (4 marks)
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- 10 Marks
BCL – Dec2022 – Q4a – Employment law, Human Rights
Discuss the rights of an employee dismissed without a disciplinary hearing in the context of natural justice.
Question
Adamu Larbi was an Officer Cadet in the Ghana Prisons Service. His conditions of service included a provision that in cases of misconduct or unsatisfactory service, disciplinary proceedings shall be conducted against him. On 24 July 2022, while Adamu Larbi was at a parade at Wa Prisons, his superintendent gave him a letter of dismissal signed by the Director of Prisons. He claimed that before receiving this letter, he had not been summoned to appear at any disciplinary proceedings to answer any charges preferred against him.
Required:
Explain the rights of Adamu Larbi in the context of TWO (2) principles of natural justice. (10 marks)
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- Tags: Disciplinary Proceedings, Dismissal, Employment Law, Natural Justice, Rights
- Level: Level 1
- Topic: Employment law, Human Rights
- Series: DEC 2022
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- 4 Marks
BCL – Dec2022 – Q3c – Accounts and audit
Define and explain the terms "retained earnings" and "unclaimed dividend" in a corporate context.
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- 6 Marks
BCL – Dec2022 – Q3b – Types of capital and the financing of companies
Explain the circumstances under which a company can acquire its own shares.
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- Tags: Company Law, Company Shares, Corporate finance, Share Acquisition
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: DEC 2022
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- 10 Marks
BCL – Dec2022 – Q3a – Employment law
Discuss the classification of employment types and the rights and duties of both employers and employees.
Question
Arko Kumi was contracted for the delivery of chippings to Ashville Estates. The contract identified him as an “independent contractor” with agreed wages and expenses. Arko Kumi was to use his own vehicle, yet with a requirement that the vehicle be sprayed in the company colors of Ashville Estates. He was to drive the vehicle himself but under compliance with certain company rules including, the nature of vehicle repairs and maintenance.
Required:
i) Describe the type of employment Arko Kumi is engaged in. (2 marks)
ii) State TWO (2) terms and essential clauses that can be used to differentiate the various types of employment. (2 marks)
iii) Explain TWO (2) rights and duties of both the employer and the employee. (6 marks)
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