- 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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- 4 Marks
BCL – Nov 2016 – L1 – Q6b – Accounts and Audit
Define professional negligence and its implications in a legal context.
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- Tags: Duty of Care, Ghana, Legal Liability, Professional Negligence
- Level: Level 1
- Topic: Accounts and audit
- Series: NOV 2016
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- 6 Marks
BCL – Nov 2016 – L1 – Q6a – Accounts and Audit
Assess whether Capare Industries Ltd. would be justified in taking legal action against the firm of auditors.
Question
Capare Industries Ltd, which already held shares in a company known as Logotex Co., later made a takeover bid on the strength of its accounts prepared by Dickman Ltd., a firm of auditors. Capare Industries Ltd realized that the accounts were inaccurate in that they showed a pre-tax profit of GH¢1.3 million when in actual fact there had been a loss of GH¢400,000. It was the case of Capare Industries Ltd that if they had known the true situation, they would not have made a bid at the price they did or may not have made a bid at all. They argued that they were owed a duty of care by the auditors as new investors and as existing shareholders who in reliance on the accounts had bought more shares.
Required:
Explain whether Capare Ltd would be justified in taking action against the firm of auditors.
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- Tags: Auditors, Duty of Care, Ghana, Legal Liability, Professional Negligence
- Level: Level 1
- Topic: Accounts and audit
- Series: NOV 2016
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- 20 Marks
BCL – Nov 2016 – L1 – Q5 – Types of Capital and the Financing of Companies
Discuss the requirements for share certificates and prohibited transactions in shares under the Companies Act, 1963 (Act 179).
Question
a) Share certificates are required to be issued to shareholders by a company. List the particulars that are required, by law, to be on the certificate.
(6 marks)
b) Certain transactions in shares are statutorily prohibited by the provisions of the Companies Act, 1963, Act 179. List FOUR of the said transactions.
(4 marks)
c) State TWO effects of a breach of the provisions prohibiting these transactions.
(4 marks)
d) State the liability of a member of a company prior to the winding up of the company.
(4 marks)
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- Tags: Company Law, Ghana, Share Certificates, Statutory Prohibitions
- Level: Level 1
- Topic: Types of capital and the financing of companies
- Series: NOV 2016
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- 5 Marks
BCL – Nov 2016 – L1 – Q4b – Alternative Forms and Constitutions of Business Organisations
List applicable rules in a partnership in the absence of a contrary agreement.
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- 15 Marks
BCL – Nov 2016 – L1 – Q4a – Alternative Forms and Constitutions of Business Organisations
Determine whether partners remained after notice of retirement under the Incorporated Private Partnership Act, 1962 (Act 152).
Question
By a letter dated 18th February 2014, addressed to the Manager of their partnership firm, Kofi Nti informed the Management of his and Mrs. Obeng’s immediate retirement as partners. The Manager replied that their application was under consideration. However, by another letter dated 12th January 2015, Mr. Kofi Nti and Mrs. Obeng withdrew their letter dated 18th February 2014. The conduct of the remaining partners, however, showed that they considered the letter of 18th February 2014 to be of no effect, and continued the partnership accordingly. A dispute later arose and Jeff, one of the partners, obtained an order of the High Court directing Mr. Kofi Nti and Mrs. Obeng to submit themselves to arbitration in accordance with the partnership agreement. The arbitrator submitted to the court that by their letter dated 18th February 2014, Mr. Kofi Nti and Mrs. Obeng ceased as from that date to be partners as the said letter could not be recalled.
Required:
Explain whether by the provisions of the Incorporated Private Partnership Act, 1962 (Act 152), Mr. Kofi Nti and Mrs. Obeng remain partners in the firm after their letters of 18th February 2014 and 12th January 2015.
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- 4 Marks
BCL – Nov 2016 – L1 – Q3c – Contract Law
State the means by which a contract may be discharged.
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- Tags: Agreement, Breach, Contract Discharge, Frustration, Performance
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2016
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- 12 Marks
BCL – Nov 2016 – L1 – Q3b – Contract Law
Explain the legal terms: Capacity, Acceptance, Misrepresentation, Goods, Quantum Meruit.
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- Tags: Acceptance, Capacity, Goods, Legal Definitions, Misrepresentation, Quantum Meruit
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2016
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- 4 Marks
BCL – Nov 2016 – L1 – Q3a – Contract Law
List the modifications made to the doctrine of consideration by the Contracts Act, 1960 (Act 25).
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- Tags: Consideration, Contracts, Ghana, Modifications
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2016
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- 6 Marks
BCL – Nov 2016 – L1 – Q2c – Sale of Goods/Hire Purchase
Determine if Tracy Achiaa has legal grounds to recover the impounded vehicle.
Question
Orlando Motors, an American Automobile Company, paid for three (3) cars and consigned them to Mr. Kobby Ayensu in Ghana by a bill of lading; vehicle No. GTB 7084 was one of the three (3) cars. Mr. Kobby Ayensu, as the consignee, took delivery of the vehicles and registered vehicle No. GTB 7084. He later sold the vehicle he registered to Tracy Achiaa. The appropriate change of ownership was then effected. Later, one Mr. Oko Lartey who was claiming interest in the cars, sued Mr. Kobby Ayensu in respect of the cars and immediately went to court and obtained an order resulting in the impounding of the vehicle from Tracy Achiaa.
Required:
Explain whether there is any legal basis for Tracy Achiaa to take action to recover the impounded vehicle.
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- Tags: Bona Fide Purchaser, Ghana, Legal Action, Sale of Goods
- Level: Level 1
- Topic: Sale of goods/hire purchase
- Series: NOV 2016
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- 8 Marks
BCL – Nov 2016 – L1 – Q2b – Sale of Goods/Hire Purchase
Identify differences between Free On Board (FOB) and Cost, Insurance, and Freight (CIF) contracts.
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