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 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 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.