This note will provide an introduction to the legal regime that regulates the formation, operation, management, and dissolution of companies in Ghana. To achieve this, the note will explore the meaning, nature, history, and sources of company law in Ghana
This note briefly provides a history of the legal regime regulating the activities of companies in Ghana.
This note discussed the constitution, the common law and rules of equity, Act 992, and the Gower Report as sources of company law in Ghana
This is the first in a two-part series on the changes introduced by Act 992, focusing on how it modifies provisions under Act 179. Key changes include renaming a company’s governing document from "regulations" to "constitution," revising age qualifications, and reducing the processes involved in the formation of a company, among other modifications.
This note will discuss the new enactments introduced by the Companies Act, 2019 (Act 992). By “new enactments,” we refer to provisions that did not exist under the Companies Act, 1963, (Act 179) but forms part of Act 992. The major ones to be discussed include the introduction of new suffixes for all types of companies, the regulation of major transactions, provisions on buy-out for minority shareholders, establishment of the office of the Registrar of Companies, and introduction of an interest register, among others.
This note will discuss the meaning of a sole proprietorship and its key characteristics.
This note will discuss the circumstances under which a sole proprietor will be required to register a business name under the Registration of Business Names Act, 1962 (ACT 151) and the legal effects of such registration.
This note will examine the meaning of a partnership, its characteristics, and the extent to which those are similar to or distinguishable from the characteristics of a sole proprietorship and a company, as well as the statutory regulation of partnerships under the Incorporated Private Partnerships Act, 1962 (Act 152).
This note will discuss the statutory requirement that partnerships must be registered, the particulars to be submitted during registration, the effects of registration, and the consequences for non-registration. In doing so, the primary source of law will be the Incorporated Private Partnerships Act, 1962 (Act 152).
This note will discuss the two relationships that exist between the partners and the firm. The relationships to be discussed are an agency relationship and a fiduciary relationship.
This note will discuss the two relationships that exist among the partners of a firm. The relationships to be discussed are a contractual relationship and a fiduciary relationship.
This note will discuss the liability of partners and non-partners (apparent partners) for the debts and obligations of the firm. The note proceeds from the position that a firm is a corporate body and liable for its debts. However, despite this characteristic, the partners of the firm, under certain circumstances, are jointly and severally liable for the debts of the firm.
This note discusses the nature of a partner’s interests in a firm and the rights acquired by persons to whom a partner assigns his interests in a firm, and the limits placed on the person to whom an interest is assigned.
A partner of a firm may have his membership or partnership in the firm terminated. This note will discuss the grounds under which membership in a firm may be terminated and what happens after the termination of membership.
This note will discuss the meaning of winding up, the modes of winding up, and how the liabilities of the firm are settled on the winding up of a firm.
This note will discuss the meaning of a company, when it becomes legally necessary to form a company, and the classes of persons that usually make up a company.
An essential characteristic of a company is that it is an artificial person or has a legal personality that is distinct from that of the persons that form the company. In this note, we will discuss the scope and nature of the company’s legal personality.
This note will discuss the formation of a company in terms of when it becomes necessary to incorporate a company, who can apply for the incorporation of a company, the number of persons required to form a company, the types of company that can be formed under Act 992, the processes involved in the formation of a company, and incorporation.
This note will discuss the meaning of the veil of incorporation, what it means to pierce the veil of incorporation, and the circumstances under which the veil of incorporation may be pierced.
Different types of companies can be formed for different purposes. In this note, we highlight the types of companies that can be formed.
This note will discuss a company limited by shares as one of the types of companies in Ghana. The note will also discuss the two types of companies limited by shares, peculiar details that are provided during the registration of a company limited by shares, and the names of companies limited by shares.
This note will discuss a company limited by guarantee as one of the types of companies in Ghana. The note will also discuss limits placed on a company limited by guarantee, the two types of companies limited by guarantee, peculiar details that are provided during the registration of a company limited by guarantee, and the names of companies limited by guarantee.
This note will discuss an unlimited company as one of the types of companies in Ghana. The note will also discuss the two types of unlimited companies, peculiar details that are provided during the registration of an unlimited company, and the names of unlimited companies.
After the incorporation of a particular type of company, it may, generally, be converted to another type of company. This note will discuss the conversions that are prohibited under the Companies Act, 2019 (Act 992), those that are allowed, and the procedures required for such conversions.
This note will discuss the meaning of the constitution of a company, its effects, and highlight the types of constitution recognised under the Companies Act, 2019 (Act 992).
In a previous note, we highlighted that a company can have or registered constitution or use the default constitution provided for it under the Companies Act, 2019 (Act 992). In this note, we will discuss the meaning of a registered constitution, when a company can have a registered constitution, the content of the registered constitution, the form of the registered constitution, and what a registered constitution may be used to achieve.
This note will briefly discuss the constitutions provided in the Second, Third, and Forth Schedule, as the default constitutions of a private company limited by shares, a public company limited by shares, and a company limited by guarantee.
This note will discuss the meaning of promoters, the duties they perform, when those duties terminate, and the liability imposed on promoters for breaching their duty.
This note will discuss the meaning of corporate governance, the need for corporate governance, the key principles that underpin good corporate governance, and the legal and regulatory framework of corporate governance in Ghana.
This note will discuss who are members of a company and the various ways in which a person can become a member of a company.
This note will discuss the rights that accrue to members of a company, having become members through any of the four means of becoming a member discussed in a previous note.
This note will discuss the duties and liabilities that are imposed on members of a company.
This note will briefly discuss the meaning, outcome, and essence of general meetings and the two types of general meetings.
This note will discuss the statutory requirements for the holding of an annual general meeting, the conditions that must be satisfied for a meeting to be considered the annual general meeting, when to hold an annual general meeting, when the requirement of holding an annual general meeting may be dispensed with, liabilities for failing to hold an annual general meeting, and issues that can be specifically dealt with in an annual general meeting.
This note will discuss what amounts to an extraordinary general meeting and how it is convened.
This note will discuss the meaning of directors and highlight them as one of the most important organs of a company. In addition, the note will discuss two persons (shadow director and de facto director) who have the duties and liabilities of directors but are not (to be) considered directors.
This note will discuss four relationships created between a company and its directors (jointly and severally). The four relationships that will be discussed are an agency relationship, a fiduciary relationship, a trust relationship, and a relationship where directors are officers of the company.
This note will discuss five types of directors recognised under the Companies Act, 2019 (Act 992) in Ghana. The directors to be discussed are non-executive directors, executive directors, managing directors, substitute directors, and alternate directors.
Under the Companies Act, 2019 (Act 992), a person must be appointed a director before he can be considered a director. This note discusses the criteria (if any) a person must meet before he can be appointed a director of the company. The note will examine the (dis)qualification criteria under Act 992, under the Banks and Specialised Deposit-Taking Institutions Act, 2016 (Act 930), and following two directives issued under Act 930: The Fit and Proper Persons Directive (2019) and The Banking Business-Corporate Governance Directive, 2018.
In this note, we will discuss the two requirements that must be satisfied before a person is appointed a director of a company in Ghana.
This note will discuss the persons or classes of persons that can appoint a director in Ghana. The note will begin with the general position that if a person is empowered to appoint a director of a company by the company’s constitution, he can exercise that power even if he is not a member or officer of the company. The note will then discuss specific classes of persons who are given the power under Act 992 to appoint directors in certain circumstances.
This note will discuss the duties imposed on directors in Ghana under the Companies Act, 2019 (Act 992). The duties to be discussed are the duty to act or observe good faith; the duty to act in the best interest of the company; the duty to act in accordance with the company’s constitution; the duty to exercise powers for the purpose it was conferred; the duty to exercise independent judgment; the duty to avoid conflicts of duty and interest; the duty to disclose interests; and the duty to keep company information confidential and to use company information only for the company’s purposes.
This note will discuss the various liabilities imposed on directors following the breach of their duties as directors. The liabilities include a duty to account for profits, compensate the company for losses, among others.
This note will discuss the powers of directors in Ghana under the Companies Act, 2019 (Act 992) and the limitations placed on those powers. The powers to be discussed are the powers of directors to issue new and unissued shares, the powers to enter into transactions on behalf of the company, the powers to borrow, the powers to make voluntary contributions to charities, the powers to recommend the amount to be paid as dividends, and the and the powers to fill casual vacancies (auditor and directors).
This note will briefly discuss the need for companies to raise capital, the main sources of capital for companies, and factors that affect which of the sources a company may employ to raise capital.
This note will discuss the meaning of shares and their characteristics, mostly from the provisions of the Companies Act, 2019 (Act 992).
This note will briefly discuss how capital can be raised through the issue of shares and the general limitations on raising capital through shares.
This note will discuss the classes of shares under the Companies Act, 2019 (Act 992). The classes to be discussed are preference shares and equity shares.
This note will discuss the meaning of class rights, what it means to vary class rights, why a company may vary class rights, and the rules governing the variation and construction of the rights attached to any class of shares.
This note will discuss the ways a person may acquire the shares of a company in accordance with the Companies Act, 2019 (Act 992). Summarily, a person may acquire the shares of a company by subscription, by agreement with the company, by transfer from existing shareholders, or by transmission of shares by operation of law.
This note will discuss the statutory provisions relating to the payment for shares and the time for the payment of shares.
This note will discuss the meaning and rationale of the capital maintenance rule. The note then provides a summary of transactions that violate the capital maintenance rule and those that do not.
In this note, it will be established that a company may lawfully make distributions of income or capital to its members without violating the capital maintenance rule (discussed in a previous note).
This note will discuss the ways in which a company may lawfully reduce its capital without violating the capital maintenance rule.