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          LAWS  OF GHANA

 

COMPANIES ACT, 1963  ACT 179

 

ARRANGEMENT OF SECTIONS

 

CHAPTER ONE

 

Preliminary

 

1. Commencement.

2. Interpretation.

3. Application of Act.

4. Application of particular chapters of the Act.

5. Prohibition of partnerships exceeding twenty members.

6. Companies formed for special purposes.

7. Saving of equity and common law.

CHAPTER TWO

 

Provisions Applicable To All Companies

 

PART A

 

Formation and Matters Incidental Thereto

 

8. Right to form a company.

9. Types of company.

10. Companies limited by guarantee.

11. Conversion of company limited by shares to company limited by guarantee.

12. Duties of promoters.

13. Pre-incorporation contracts.

14. Formation of companies.

15. Names of companies.

PART B

 

The Company’s Regulations

 

16. Contents of Regulations.

17. Form of Regulations.

18. Subscribing to Regulations.

19. Regulations of existing companies.


 

 

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20. Prints of Tables A and B.

21. Effect of Regulations.

22. Alteration of Regulation.

23. Copies of Regulations.

PART C

 

Capacity of Companies

 

24. Powers of companies.

25. Limits of company’s authority.

26. Alteration of authorised businesses.

PART D

 

Commencement of Business

 

27. Filing of particulars.

28. Minimum capital.

29. Penalties for breach of section 27 or 28.

PART E

 

Membership of Companies

 

30. Constitution of membership.

31. Right of member to attend and vote.

32. Register of members.

33. Inspection of register.

34. Power to close register.

35. Rectification of register.

36. Register to be evidence.

37. Liability of members.

38. Companies ceasing to have members.

PART F

 

Shares

 

39. Nature of shares.

40. No par shares.

41. Issue of shares.

42. Payment of shares.


 

 

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43. Return of issues.

44. Penalties for non-compliance with section 42 or 43.

45. Meaning of payment in cash.

46. Classification of shares.

47. Variation of class rights.

48. Preference and equity shares.

49. Suspension of voting rights of preference shares.

50. Votes of equity shares.

51. Canons of construction of class rights.

52. Numbering of shares.

53. Issue of share certificates.

54. Effect of share certificates.

55. Reserve liability.

56. Prohibited transactions in shares.

57. Alteration of number of shares.

58. Financial assistance for acquisition of shares.

59. Acquisition by company of its own shares.

60. Redemption of redeemable preference shares.

61. Purchase by a company of its own shares.

62. Limit on number of shares acquired.

63. Share deals account.

64. Modification of sections 59 to 63 in relation to authorised mutual funds.

65. Acquisition of shares of holding company.

PART G

 

Stated Capital and Dividends

 

66. Meaning of “stated capital”.

67. Reduction of stated capital.

68. Modification of sections 66 and 67 in relation to authorised mutual funds.

69. Meaning of “surplus”.

70. Meaning of “income surplus”.

71. Legality of dividend payments.

72. Prohibition of payment of dividends by companies limited by guarantee.

73. Declaration of dividends.

74. Capitalisation issues and non-cash dividends.

PART H

 

Resolutions Reducing Capital, Shares or Liability

 

75. Resolutions requiring confirmation of Court.

76. Application for confirming order.


 

 

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77. Order confirming the resolution.

78. Order and minute to be registered.

79. Protection of creditors.

PART I

 

Debentures and Debenture Stock

 

80. Issue of debentures or debenture stock.

81. Specific performance of contracts for debentures.

82. . . . . . .

83. Effect of statements in debentures.

84. Perpetual debentures.

85. Convertible debentures.

86. Secured or naked debentures.

87. Meaning of “floating charge”.

88. Powers of the Court.

89. Payment of preferential creditors out of assets subject to a floating charge.

90. Limitation of efficacy of floating charges in liquidations.

91. Application of sections 236 to 245.

92. Trustees for debenture holders.

93. Meetings of debenture holders.

94. Re-issue of redeemed debentures.

PART J

 

Transfer of Shares and Debentures

 

95. Restrictions on transferability of shares.

96. Register of debentures.

97. Restriction on transferability of debentures.

98. Registration of transfers.

99. Transmission of shares or debentures by operation of law.

100. Protection of beneficiaries.

101. Certification of transfers.

102. Company’s lien on shares.

PART K

 

Branch Registers

 

103. Power for company to keep branch register.

104. Regulations as to branch registers.


 

 

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105. Stamp duties in case of securities registered in branch registers.

106. Provisions as to branch registers kept in Ghana.

PART L

 

Registration of Particulars of Charges

 

107. Registration of particulars of charges created by companies.

108. Charges to secure fluctuating amounts.

109. Charges on property acquired.

110. Existing charges.

111. Duty of company to deliver particulars for registration.

112. Register of particulars of charges.

113. Endorsement of registration on debentures of a series.

114. Entry of satisfaction on discharge.

115. Rectification of register of particulars of charges.

116. Registration of enforcement of security.

117. Copies of charges to be kept by company.

118. Registration constituting notice.

PART M

 

Registered Office, Publication of Name and Annual Return

 

119. Registered Office.

120. Notice of situation of registered office.

121. Publication of name of company.

122. Annual return.

PART N

 

Accounts and Audit

 

123. Keeping of books of account.

124. Circulation of profit and loss account, balance sheet and reports.

125. Profit and loss account.

126. Balance sheet.

127. Group accounts.

128. Particulars of directors’ emoluments and pensions.

129. Particulars of amounts due from officers.

130. Provisions supplemental to sections 123 to 129.

131. Signing and publication of accounts.

132. Directors’ report.


 

 

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133. Auditors’ report.

134. Appointment and remuneration of auditors.

135. Removal of auditors.

136. Functions of auditors.

PART O

 

Acts by or on behalf of the Company

 

137. Division of powers between general meeting and board of directors.

138. Delegation to committees and managing directors.

139. Acts of the company.

140. Acts of officers or agents.

141. No constructive notice of registered documents.

142. Presumption of regularity.

143. Liability of company not affected by officer’s fraud or forgery.

144. Form of contracts.

145. Bills of exchange and promissory notes.

146. Authentication of documents.

147. Execution of deeds abroad.

148. Official seal for use abroad.

PART P

 

General Meetings and Resolutions

 

149. Annual general meetings.

150. Extraordinary general meetings.

151. Place of meetings.

152. Length of notice of meetings.

153. Contents of notice.

154. Persons entitled to notice.

155. Service of notice.

156. Accidental failure to give notice.

157. Circulation of members’ resolutions and supporting circulars.

158. Circulation of members’ circulars.

159. General provisions affecting sections 157 and 158.

160. Attendance at meetings.

161. Quorum.

162. Power of Court to order meeting.

163. Proxies.

164. Obtaining proxies by misrepresentation.

165. Representation of corporations at meetings.

166. Chairman of meetings.


 

 

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167. Adjournments.

168. Types of resolution.

169. Amendments.

170. Procedure on voting.

171. Voting by joint holders.

172. Votes by persons of unsound mind.

173. Date of passing of resolutions.

174. Written resolutions.

175. Application of sections 152 to 174 to class meetings.

176. Registration of copies of certain resolutions.

177. Minutes of general meetings.

178. Inspection of minute book.

PART Q

 

Directors and Secretary

 

179. Meaning of “directors”.

180. Number of directors.

181. Appointment of directors.

182. Competence of directors.

183. Directors’ share qualification.

184. Vacation of office of director.

185. Removal of directors.

186. Restraining fraudulent persons from managing companies.

187. Substitute directors.

188. Alternate directors.

189. Presence of directors in Ghana.

190. Secretary.

191. Avoidance of acts in dual capacity as director and secretary.

192. Executive directors.

193. Managing directors.

194. Remuneration of directors.

195. Prohibition of tax-free payments.

196. Register of directors and secretary.

197. Registration of particulars of directors and secretaries.

198. Publication of names of directors.

199. Prohibition of assignment of offices.

200. Proceedings of directors.

201. Minutes of directors’ meetings.

202. Limitations on the powers of the directors.

203. Duties of directors.

204. Exercise of directors’ powers.

205. Conflicts of duty and interest.


 

 

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206.

Consent of company.

207.

Contracts in which directors are interested.

208.

Directors acting professionally.

209.

Civil liabilities for breach of duty.

210.

Legal proceedings to enforce liabilities.

211.

Payments to directors for loss of office or on transfer of the company’s

undertaking.

212.

Payments to directors in connection with take-over bids.

213.

Provisions supplemental to sections 211 and 212.

214.

Duties of directors in connection with sales or purchases of the company’s

securities.

215.

Register of director’s holdings.

216.

General saving of existing law relating to officers.

PART R

 

Protection against Illegal or Oppressive Action

 

217.

Injunction or declaration in the event of illegal or irregular activity.

218.

Remedy against oppression.

219.

Enquiries by the Registrar.

220.

Appointment of inspector under order of the Court.

221.

Appointment of inspector on special resolution of the company.

222.

Power to carry investigation into the affairs of associated companies.

223.

Production of documents and evidence.

224.

Inspectors’ report.

225.

Proceedings after investigation.

226.

Expenses of investigations.

227.

Power to require information as to persons interested in shares or debentures.

228.

Saving for legal practitioners and bankers.

PART S

 

Arrangements and Amalgamations

 

229.

Meaning of “arrangement” and “amalgamation”.

230.

Arrangement or amalgamation by sale of undertaking for securities to be

distributed.

231.

Arrangement or amalgamation with Court approval.

232.

Powers of the Court for facilitating arrangements or amalgamations.

223.

Information as to arrangements and amalgamations.

234.

Power to acquire shares of minority on acquisition of subsidiary company.

235.

Rights of minority on acquisition of subsidiary company.


 

 

PART T

 

Receivers and Managers

 

236. Disqualification for appointment as receiver.

237. Power to appoint Official Trustee.

238. Powers of receivers and managers.

239. Receivers and managers appointed by Court.

240. Receivers and managers appointed out of Court.

241. Liabilities of receivers and managers on contracts.

242. Notification that receiver or manager has been appointed.

243. Accounts where manager appointed to enforce a floating charge.

244. Delivery to Registrar of accounts of receivers.

245. Enforcement of receivers’ duties.

PART U

 

Winding Up

 

246. Modes of winding up.

247. Declaration of solvency.

248. Procedure on resolution for liquidation.

249. Statement and accounts of final financial year.

250. Resolution for appointment and removal of liquidator.

251. Remuneration of liquidator.

252. Disqualification of liquidator.

253. Status of liquidator.

254. Cessation of directors’ powers.

255. Powers of liquidator.

256. Books and accounts during private liquidation.

257. Liquidation account.

258. Duty of liquidator in case of insolvency.

259. Stay of proceedings.

260. Dissolution of companies.

261. Dissolution without full winding up.

PART V

 

Documents

 

262. Service of documents by company.

263. Service of documents on company.

264. Books and registers.


 

 

PART W

 

Invitations to the Public

 

265.

Control of public invitations.

266.

Meaning of “invitations to the public”.

267.

Offers for sale deemed to be made by the company.

CHAPTER THREE

 

Additional Provisions Applicable to Private Companies Only

 

268.

Default in complying with conditions constituting a private company.

269.

Documents to be annexed to the annual return of a private company.

270.

Qualification of auditors of private companies.

271.

Requisitioning extraordinary general meetings of a private company.

272.

Appointment and removal of directors of private companies.

273.

Conversion of private company to public company.

CHAPTER FOUR

 

Additional Provisions Applicable to Public Companies Only

 

PART A

 

Prospectuses and Statements in lieu of Prospectus

 

274.

Statement in lieu of prospectus.

275.

Prospectus on invitation to the public to acquire or dispose of securities.

276.

General and restricted invitations to the public.

277.

Certificates of exemption.

278.

Expert’s consent.

279.

Registration of prospectuses.

280.

Meaning of “approved stock exchange” and “exempted dealer”.

281.

Waiting period.

282.

Withdrawal of applications after the waiting period.

283.

Invitations in respect of securities to be dealt in on a stock exchange.

284.

Minimum subscription.

285.

Application of sections 275 to 279 and 281 to 284 to authorised mutual

funds.

286.

Civil remedy for mis-statements or omissions in a prospectus.

287.

Rescission for mis-statements in a prospectus.

288.

Voting rights of shares offered to the public.

289.

Public invitations to deposit money with public companies.


 

 

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290. Prohibition of waiver and notice clauses.

291. Criminal liability for mis-statements.

291A. Discretion of Registrar to waive or modify application of Part A of Chapter

VI.

PART B

Dividends and Transfers

292. Limitation on liability of shareholders in public companies to restore illegal

dividends.

293. Interim dividends.

294. Restrictions on the transferability of securities of public companies.

PART C

Annual Returns and Auditors

295. Documents to be annexed to the annual return of a public company.

296. Qualification of auditors of public company.

PART D

General Meetings

297. Extra-ordinary general meetings of public companies.

PART E

Directors

298. Rotation of directors of a public company.

299. Voting for directors of a public company.

300. Cumulative voting for directors of a public company.

301. Prohibition of loans by public companies to directors.

CHAPTER FIVE

Provisions Applicable to Non-Ghanaian Companies

302. Meaning of “external company”.

303. Documents to be delivered to Registrar by external company.

304. Returns required on alteration of registered particulars.

 


 

 

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305. Local managers.

306. Service on external company.

307. Accounts of external company.

308. Obligation to state name, etc., of external company.

309. Publication of names of local managers.

310. Registration of particulars of charges.

311. Notification of winding up of external company.

312. Cessation of business of external company.

313. Penalties and disabilities.

314. Control of public invitations relating to external companies.

315. Control of public invitations relating to other non-Ghanaian companies.

316. Application of sections 266 and 267 to external and non-Ghanaian

companies.

 

317. Interpretation.

318. Unit trusts.

319. Mutual funds.

CHAPTER SIX

 

Supplementary

 

PART A

 

Unit Trusts and Mutual Funds

 

PART B

 

Miscellaneous Offences

 

320. Inducing persons to invest.

321. Penalty for false statements.

322. Penalty for improper use of “incorporated” or “limited”.

323. Publication of misleading statements regarding shares or capital.

PART C

 

Legal Proceedings

 

324. Representative actions.

325. Costs in actions by limited companies.

326. Contribution between joint wrongdoers.

327. Power to grant relief.


 

 

PART D

 

 

Administration

328. Registrar of Companies.

329. Fees.

330. Documents to be translated.

331. Registration of documents.

332. Prescribed forms.

333. Inspection, copies and evidence of registered documents.

334. Authentication of documents issued by Registrar or Minister.

335. Enforcement of duty to make returns.

336. Regulations.

337. Registrar’s power to obtain directions of the Court.

338. Periodical reports by Registrar.

339. Extension to unregistered companies.

340. Repeals.

 

SCHEDULES

 

First Schedule Definitions

 

Second Schedule Tables A and B

 

Third Schedule Form of Annual Return

 

Fourth Schedule Accounts

 

Fifth Schedule Auditors’ Report

 

Sixth Schedule Statement in lieu of Prospectus

 

Seventh Schedule Prospectus

 

Eighth Schedule Fees

 

Ninth Schedule Transitional Provisions affecting Existing Companies

 

Tenth Schedule Repeals

 

ACT 179

COMPANIES ACT, 19631(1)

 

 

AN ACT to amend and consolidate the law relating to companies and to provide for related

matters.

 

CHAPTER ONE

 

Preliminary

 


 

 

1.

Commencement

Spent.2(2)

 

2.

Interpretation

In this Act, unless the context otherwise requires, the expressions defined in the First Schedule have

the meanings assigned to them in that Schedule.

 

3.

Application of Act

Spent.3(3)

4.

Application of particular chapters of the Act

(1)

Chapter III applies to private companies but not to public companies.

(2)

Chapter IV applies to public companies but not to private companies.

(3)

Chapter V does not apply to companies formed in the Republic.

5.

Prohibition of partnerships exceeding twenty members

A company, association or partnership consisting of more than twenty persons shall not be formed for

the purpose of carrying on a business that has for its object the acquisition of gain by the company,

association or partnership, or by its individual members, unless it is registered as a company under this

Act or is formed in pursuance of any other enactment for the time being in force.

 

6.

Companies formed for special purposes

This Act shall not abrogate or affect a special legislation relating to companies carrying on the

business of banking, insurance or any other business which is subject to special regulation.

 

7.

Saving of equity and common law

The rules of equity and of the common law applicable to companies shall continue in force except so

far as they are inconsistent with a provision of this Act.

 

CHAPTER TWO

 

Provisions Applicable to all Companies

 

PART A

 

Formation and Matters Incidental Thereto

 

8.

Right to form a company

Any one or more persons may form an incorporated company by complying with this Act in respect of

 


 

 

registration.

 

9. Types of company

(1) An incorporated company may be,

(a) a company limited by shares, that is a company having the liability of its members limited to

the amount, unpaid on the shares respectively held by them, or

(b) a company limited by guarantee, that is a company having the liability of its members

limited to the amount that the members may respectively undertake to contribute to the assets

of the company in the event of its being wound up, or

(c) an unlimited company, that is a company not having a limit on the liability of its members.

(2) A company of any of the types specified in subsection (1) may be a private company or a public

company.

(3) A private company is a company which by its regulations,

(a) restricts the right to transfer its shares,

(b) limits the total number of its members and debenture holders to fifty, not including

(i) persons who are genuinely in the employment of the company, and

(ii)

persons who, having been formerly in the employment of the company, were while in

that employment, and have continued after the determination of that employment to be

members or debenture holders of the company;

(c) prohibits the company from making an invitation to the public to acquire shares or

debentures of the company; and

(d) prohibits the company from making an invitation to the public to deposit money for fixed

periods or payable at call, whether bearing or not bearing interest.

(4) Where two or more persons hold one or more shares or debentures jointly, they shall, for the

purposes of subsection (3), be treated as a single member or debenture holder.

(5) Any other company is a public company.

(6) A company limited by shares and an unlimited company shall be registered with shares.

(7) A company limited by guarantee shall not be registered with shares and shall not create or issue

shares.

10.

Companies limited by guarantee

(1) A company limited by guarantee shall not be incorporated with the object of carrying on business

for the purpose of making profits.

(2) Where a company limited by guarantee carries on business for the purpose of making profits, the

officers and members of that company who are cognisant of the fact that it is so carrying on business are

jointly and severally liable for the payment and discharge of the debts and liabilities of the company

incurred in carrying on that business, and the company and those officers and members are each liable to

a fine not exceeding twenty-five penalty units for each day during which the company carries on that

business.

(3) The total liability of the members of a company limited by guarantee to contribute to the assets of


 

 

the company in the event of its being wound up shall not at any time be less than seven million cedis.

 

(4) Subject to compliance with subsection (3), the Regulations of a company limited by guarantee

may provide that members can retire or be excluded from membership of that company.

(5) If in breach of subsection (3), the total liability of the members of a company limited by guarantee

is at any time less than [seven million cedis], every director and member of the company who is cognisant

of the breach is liable to a fine not exceeding [five hundred penalty units].

11. Conversion of company limited by shares to company limited by guarantee

(1) A company limited by shares may be converted into a company limited by guarantee if,

(a) there is no unpaid liability on any of its shares;

(b) all its members agree in writing to the conversion and to the voluntary surrender to the

company for cancellation of all the shares held by them immediately prior to the conversion;

(c) new Regulations, appropriate to a company limited by guarantee, are adopted by the

company pursuant to section 22;

(d) a member or members agree in writing to contribute to the assets of the company, in the

event of its being wound up, to an extent not less than that prescribed by subsection (3) of

section 10.

(2) On delivery to the Registrar for registration of,

(a) a copy of the new Regulations and of the special resolution adopting those Regulations, and

(b) a statutory declaration by a director and the secretary of the company confirming that the

conditions of subsection (1) have been complied with,

the Registrar shall issue a new certificate of incorporation altered to meet the circumstances of the case;

and from the date mentioned in the certificate

 

(c) the company shall be converted into a company limited by guarantee,

(d) the shares in the company shall be validly surrendered and cancelled despite section 56, and

(e) members of the company who have not agreed to contribute to the assets of the company in

the event of its being wound up shall cease to be members of the company.

(3) Except in accordance with subsection (3) of section 15, the company may not change the name

under which it was registered prior to the conversion; but the omission of the word “Limited” as the last

word of the name of the company after conversion shall not be regarded as a change of name.

(4) If the Registrar is of the opinion that the name under which the company is registered will be

misleading or undesirable on its conversion to a company limited by guarantee, the Registrar shall, in

accordance with subsection (5) of section 15, direct the company to change its name and shall not issue a

new certificate of incorporation until the direction has been complied with or cancelled in accordance

with that subsection.

(5) Until a new certificate of incorporation is issued under subsection (2), the former Regulations shall

continue to apply and neither the surrender of the shares of the company nor the agreement to contribute

to the assets of the company in the event of its being wound up shall take effect.

(6) The conversion of a company, pursuant to this section shall not affect the rights or obligations of

the company except as mentioned in this section or render defective legal proceedings by or against the


 

 

company.

 

12. Duties of promoters

(1) A person who is or has been engaged or interested in the formation of a company is a promoter of

that company.

(2) A person acting in a professional capacity for persons engaged in procuring the formation of a

company is not a promoter.

(3) Until the formation of a company is complete and its working capital has been raised, the

promoter shall,

(a) stand in a fiduciary relationship to the company,

(b) observe the utmost good faith towards the company in a transaction with it or on its behalf,

and

(c) compensate the company for a loss suffered by it by reason of the promoter’s failure so to

do.

 

(4) A promoter who acquires a property or an information in circumstances in which it was the

promoter’s duty as a fiduciary to acquire it on behalf of the company shall account to the company for the

property and for the profit which the promoter may have made from the use of that property or

information.

(5) A transaction between a promoter and the company may be rescinded by the company unless,

after full disclosure of the material facts known to the promoter, the transaction has been entered into or

ratified on behalf of the company,

(a) if all the company’s directors are independent of the promoter, by the company’s board of

directors, or

(b) by all the members of the company, or

(c) by the company at a general meeting at which neither the promoter nor the holders of the

shares in which the promoter is beneficially interested have voted on the resolution to enter

into or ratify that transaction.

(6) A period of limitation shall not apply to proceedings brought by a company to enforce any of its

rights under this section.

(7) In proceedings under subsection (6), the Court may relieve a promoter in whole or in part and on

the terms that it thinks fit from liability if in all the circumstances, including lapse of time, the Court

thinks it equitable so to do.

13. Pre-incorporation contracts

(1) A contract or any other transaction purporting to be entered into by a company prior to its

formation or by a person on behalf of the company prior to its formation may be ratified by the company

after its formation.

(2) On ratification under subsection (1), the company becomes bound by and entitled to the benefit of

that contract or that transaction as if it has been in existence at the date of that contract or other

transaction and had been a party to the contract or the other transaction.

(3) Prior to ratification by a company, the person or persons who purported to act in the name or on


 

 

behalf of the company are, in the absence of express agreement to the contrary, personally bound by the

contract or the other transaction and are entitled to the benefit of the contract or the other transaction.

 

14. Formation of companies

(1) After the commencement of this Act, a company shall be formed in accordance with this section.

(2) The promoter shall deliver to the Registrar for registration a copy of the proposed Regulations of

the company which shall comply with sections 16 to 18.

(3) The Registrar shall register the Regulations, unless in the opinion of the Registrar,

(a) the Regulations do not comply with this Act,

(b) the objects for which the company is being formed or the business which it is to carry on or

any of them are unlawful,

(c) any of the subscribers to the Regulations is an infant or of unsound mind, or

(d) any of the directors, named in the Regulations is under section 182, incompetent to be

appointed a director.

(4) On registration of the Regulations, the Registrar shall certify under the Registrar’s seal that the

company is incorporated and, in the case of a limited company, that the liability of its members is limited.

(5) From the date of registration mentioned in the certificate of incorporation, the company is a body

corporate by the name contained in the Regulations and, subject as provided in sections 27 and 28 is

capable of exercising the functions of an incorporated company.

(6) The Registrar shall insert a notice in the Gazette stating the issue of the certificate of incorporation

and the terms of the certificate.

(7) The certificate of incorporation, or a copy of that certificate, certified personally as correct by the

Registrar, or the Gazette containing the notice referred to in subsection (6) is conclusive evidence that the

company is duly registered and incorporated under this Act and proceedings shall not be brought in a

Court to cancel or annul the registration.

(8) Subsection (7) does not prejudice the institution of proceedings to wind up the company in

accordance with section 247.

15. Names of companies

(1) The last word of the name of a company limited by shares shall be “Limited”.

(2) Spent.4(4)

(3) A company shall not be registered by a name which, in the opinion of the Registrar, is misleading

or undesirable.

(4) A company may, by special resolution and with the approval of the Registrar signified in writing,

change its name.

(5) If, through inadvertence or otherwise, a company on its first registration or on its registration by a

new name is registered by a name which, in the opinion of the Registrar, is misleading or undesirable, the

company may change its name with the sanction of the Registrar, and if the Registrar so directs within six

months of its being registered by that name, shall change it within a period of six weeks from the date of

the direction or any other longer period allowed by the Registrar.


 

 

(6) If the Registrar is of the opinion that by reason of a change in the objects of, or the nature of the

business carried on by a company the name under which it is registered is misleading or undesirable, the

Registrar may direct the company to change its name and the company shall change its name within six

weeks of the direction, unless within that time the company has lodged an appeal to the Court against the

direction.

(7) The Court shall cancel or confirm the direction and if the direction is confirmed, the company

shall change its name within six weeks of the confirmation.5(5)

(8) If a company defaults in complying with a direction under subsection (5), (6) or (7), the company

and any of the directors of the company who is cognisant of the default is liable to a fine not exceeding

[twenty five penalty units].

(9) Where a company changes its name under this section the Registrar shall enter the new name on

the register in place of the former name, and shall issue a certificate of incorporation altered to meet the

circumstances of the case.

(10) Pursuant to subsection (9), the Registrar shall advertise the change in the Gazette and in one

newspaper published in Ghana and circulating in the district in which the registered office of the company

in situated.

(11) A certificate or an advertisement in the Gazette under this section is conclusive evidence of the

change to which it relates.

(12) A change of name by a company shall not affect the rights or obligations of the company or

render defective legal proceedings by or against the company, and legal proceedings that might have been

continued or commenced against it by its former name may be continued or commenced against it by its

new name.

(13) The Registrar may, on written application and on payment of the prescribed fee, reserve a name

pending registration of a company or a change of name by a company.

(14) A reservation under subsection (13) shall be for a period that the Registrar thinks fit not

exceeding two months and during the period of reservation a company shall not be registered under the

reserved name or under any other name which in the opinion of the Registrar is too like the reserved

name.

PART B

 

The Company’s Regulations

 

16. Contents of Regulations

(1) This section applies to a company registered after the commencement of this Act and to an

existing company which, pursuant to section 19, adopts Regulations in lieu of its memorandum and

articles of association.

(2) The Regulations of a company shall state,

(a) the name of the company, with “Limited” as the last word of the name in the case of a

company limited by shares;

(b) the nature of the business or businesses which the company is authorised to carry on, or if

the company is not formed for the purpose of carrying on a business, the nature of the


 

 

objects for which it is established;

 

(c) that the company has, for the furtherance of its authorised businesses or objects, the powers

of a natural person of full capacity except in so far as those powers are expressly excluded by

the Regulations;

(d) the names of the first directors of the company;

(e) that the powers of the directors are limited in accordance with section 202.

(3) The Regulations of a company limited by shares or by guarantee shall also state that the liability

of its members is limited.

(4) In the case of a company having shares, the Regulations shall also state the number of shares with

which the company is to be registered.

(5) In the case of a company limited by guarantee, the Regulations shall also,

(a) contain a regulation in terms of regulation 3 of Table B in the Second Schedule, with the

modifications that the Registrar shall allow, stating that the income and property of the

company shall be applied solely towards the promotion of its objects, and that a portion of

the income or property shall not be paid or transferred directly or indirectly to the members

of the company except as permitted in the Regulations;

(b) state that each member undertakes to contribute to the assets of the company in the event of

its being wound up while that person is a member or within one year after that person ceases

to be a member, for the payment of the debts and liabilities of the company and of the costs

of winding up, the amount that may be required not exceeding a specified amount; and

(c) state that if, on the winding up of the company there remains after the discharge of all its

debts and liabilities a property of the company that property shall not be distributed among

the members but shall be transferred to some other company limited by guarantee having

objects similar to the objects of the company or applied to some charitable object, any other

company or charity to be determined by the members prior to the dissolution of the

company.

(6) The Regulations may contain any other lawful provisions relating to the constitution and

administration of the company.

17. Form of Regulations

(1) In the case of a company registered after the commencement of this Act, or an existing company

which, pursuant to section 19, adopts Regulations in lieu of its memorandum and articles of association,

the form of the Regulations of,

(a) a private company limited by shares,

(b) a public company limited by shares,

(c) a company limited by guarantee,

shall be respectively in accordance with the forms set out in Table A Part I, Table A Part II, or Table B, in

the Second Schedule or as near to these Regulations as circumstances may admit; and the form of the

Regulations of an unlimited company shall be in accordance with the form set out in Table A Part I, if a

private company, or Table A Part II, if a public company, or as near to these Regulations as circumstances

may admit, but with the modifications that are necessary having regard to the fact that the liability of the

members is unlimited.

 


 

 

(2) The Regulations may adopt any of the provisions of the appropriate Table as are not required by

section 16 to be stated in the Regulations, and, in so far as the Regulations do not exclude or modify those

provisions they shall, so far as applicable, be part of the Regulations of the company.

(3) The Regulations shall be printed, type written, or in any other legible form acceptable to the

Registrar.

18. Subscribing to Regulations

(1) The Regulations of a company registered after the commencement of this Act shall be signed by

one or more subscribers in the presence of, and shall be attested by, at least one witness.

(2) In the case of Regulations of a company with shares the subscribers, or each subscriber if more

than one, shall write opposite to the subscriber’s name the number of shares the subscriber takes and the

cash price payable for the shares and shall take at least one share.

(3) The Regulations shall not be chargeable to a stamp duty.

19. Regulations of existing companies

(1) An existing company may, by special resolution, adopt Regulations in the form required by this

Act in lieu of its memorandum and articles of association, and may adopt any of the provisions of the

appropriate Table in the Second Schedule as are not required by section 16 to be stated in the Regulations.

(2) A reference in this Act to the Regulations of a company shall, in the case of an existing company

which has not adopted Regulations in lieu of its memorandum and articles, be a reference to its

memorandum and articles of association.

(3) Subsection (1) does not authorise a company to alter the substance, as opposed to the form, of its

Regulations except as mentioned in section 22.

20. Prints of Tables A and B

Where the Regulations of a company include, without express repetition, all or any of the provisions

of Table A or B, a printed copy of the appropriate Table or, in the case of Table A, of the appropriate Part

of that Table shall be attached to every copy of the Regulations.

 

21. Effect of Regulations

(1) Subject to this Act, the Regulations, when registered, have the effect of a contract under seal

between the company and its members and officers and between the members and officers themselves

whereby they agree to observe and perform the provisions of the Regulations, as altered from time to

time, in so far as they relate to the company, the members or the officers.

(2) Where the Regulations empower a person to appoint or remove a director or any other officer of

the company that power is enforceable by that person although that person is not a member or officer of

the company.

(3) In an action by a member or an officer to enforce an obligation owed under the Regulations to that

member or officer and any other member or officer, that member or officer shall, if any other member or

officer is affected by the alleged breach of the obligation, sue in a representative capacity on behalf of that

member or officer and all other members or officers who may be affected other than any who are

defendants and the provisions of section 324 shall apply.


 

 

22. Alteration of Regulations

(1) A company may, by special resolution, alter or add to its Regulations or adopt new Regulations.

(2) For the purposes of subsection (1),

(a) the name of the company shall not be altered except with the consent of the Registrar in

accordance with section 15;

(b) the number of the company’s shares may be altered in accordance with sections 11, 57 to 63,

75 to 79, 218 or 231 but not otherwise;

(c) the businesses which the company is authorised to carry on or, if the company is not formed

for the purpose of carrying on a business, the objects for which it is established may be

altered or added to in accordance with the provisions of section 26 or 231 but not otherwise;

(d) an alteration or addition shall not be made which shall conflict with an order of the Court

made under section 218;

(e) if at any time the shares of the company are divided into different classes the rights attached

to a class may be altered in accordance with section 47 or 231 but not otherwise;

(f) the Regulations may restrict or exclude the company’s power to alter all or any of its

Regulations or to add to the Regulations or may impose conditions for the alteration or

addition to the Regulations, in which event the Regulations may not be altered or added to

except in accordance with the Regulations or section 231;

(g) the Regulations as altered or added to shall be in accordance with this Act and shall contain

the statements and Regulations required by section 16;

(h) except in accordance with section 231, a member of the company is not bound by an

alteration made in the Regulations after the date on which that person became a member, if

and in so far as the alteration requires that member to take more shares than the number held

by that member on the date on which the alteration is made or in any way increase that

member’s liability as at that date to pay money to the company, or which increases or

imposes restrictions on the right to transfer the shares held by that member at the date of the

alteration, unless that member agrees in writing, before or after the alteration is made, to be

bound by the alteration;

(i) an alteration shall not be made which would have the effect of converting an unlimited

company into a limited company or a company limited by guarantee into a company limited

by shares;

(j) an alteration may be restrained or cancelled by the Court in accordance with section 217 or

218.

23. Copies of Regulations

(1) A company shall, on being required by a member, send to that member a copy of its Regulations

on payment of the sum of [one hundred thousand cedis] or a lesser sum that the company may prescribe.

(2) Where an alteration is made to the Regulations, each copy of the Regulations issued after the date

of the alteration and whether to a member or otherwise shall be in accordance with the alteration.

(3) If a company makes default in complying with this section the company and every officer of the


 

 

company who is in default is liable for each offence to a fine not exceeding [fifty penalty units].

 

PART C

 

Capacity of Companies

 

24. Powers of companies

Except to the extent that a company’s Regulations otherwise provide, a company registered after the

commencement of this Act and an existing company which, pursuant to section 19, adopts Regulations in

lieu of its memorandum and articles of association shall have, for the furtherance of its objects and of a

business carried on by it and authorised in its Regulations, all the powers of a natural person of full

capacity.

 

25. Limits of company’s authority

(1) A company shall not carry on a business not authorised by its Regulations and shall not exceed the

powers conferred on it by its Regulations or this Act.

(2) A breach of subsection (1) of this section may be asserted in proceedings under section 210, 218

or 247 or under subsection (4) of this section.

(3) Despite subsection (1) of this section, an act of a company or a conveyance or transfer of property

to or by a company is not invalid by reason of the fact that the act, conveyance or transfer was not done or

made for the furtherance of any of the authorised businesses of the company or that the company was

otherwise exceeding its objects or powers.

(4) The Court may prohibit, by injunction, the doing of an act or the conveyance or transfer of a

property in breach of subsection (1) of this section, on the application of,

(a) a member of the company, or

(b) the holder of a debenture secured by a floating charge over all or any of the company’s

property or by the trustee for the holders of those debentures.

(5) If the transactions sought to be prohibited in proceedings under subsection (4) are being, or are to

be, performed or made pursuant to a contract to which the company is a party, the Court may,

(a) if the Court considers it equitable and if all the parties to the contract are parties to the

proceedings, set aside and prohibit the performance of the contract, and

(b) allow to the company or to the other parties to the contract compensation for the loss or

damage sustained by them by reason of the setting aside or prohibition of the performance of

the contract but not compensation for loss of anticipated profits to be derived from the

performance of the contract.

26. Alteration of authorised businesses

(1) A company may, by special resolution, alter its Regulations with respect to the businesses which it

is authorised to carry on or, in the case of a company not formed for the purpose of carrying on a

business, with respect to the objects for which it is established.

(2) An application made to the Court for the alteration under subsection (1) to be annulled, shall not

have effect except in so far as it is confirmed by the Court.


 

 

(3) Within twenty-eight days of the passing of the resolution under subsection (1), notice of the

resolution shall be given in the prescribed form to the holders of the debentures secured by a floating

charge over any of the company’s property and to the trustees for the debenture-holders.

(4) An application to the Court under this section shall be made within sixty days after the passing of

the resolution.

(5) An application to the Court under this section may be made,

(a) by the Registrar, or

(b) in the case of a private company, by a member or by anyone to whom notice has to be given

under subsection (2), or

(c) in the case of a public company,

(i) by the holders of not less than fifteen percent in the aggregate of the company’s issued

shares or any class of those holders or, if the company does not have shares, by not

less than fifteen percent of the company’s members;

(ii) by the trustees for the holders of the debentures secured by a floating charge over any

of the company’s property; or

(iii) by the holders of not less than fifteen percent of the company’s debentures secured by

a floating charge over any of the company’s property.

(6) Where an application to the Court is made under this section, the company shall forthwith deliver

to the Registrar for registration notice in the prescribed form of that fact.

(7) On an application under this section being made, the Court may

(a) make an order confirming the alteration in whole or in part and on the terms and the

conditions that it thinks fit, or

(b) adjourn the proceedings in order that an arrangement may be made to the satisfaction of the

Court for the purchase of the interests of dissentients; and may give directions and make

orders that the Court thinks expedient for facilitating and carrying into effect the

arrangement;

and if the Court refuses to confirm the alteration it shall make an order annulling the alteration.

 

(8) The company shall, within twenty-eight days of the making by the Court of an order under this

section, deliver an office copy of the order to the Registrar for registration.

(9) If a company makes default in giving or publishing a notice or delivering a document as required

by this section, the company and every officer of the company who is in default is liable to a fine not

exceeding [fifty penalty units].

PART D

 

Commencement of Business

 

27. Filing of particulars

(1) A company registered after the commencement of this Act shall not transact a business, exercise a

borrowing power, or incur an indebtedness, except that which is incidental to its incorporation or to


 

 

obtaining subscriptions to or payment for its shares, until it has delivered to the Registrar a return in

duplicate in the prescribed form giving particulars, as at the date of the return, of

 

(a) its name;

(b) its authorised business, or, if the company is not formed for the purpose of carrying on a

business, the nature of its objects;

(c) the names and the former names, addresses and business occupations of its directors and

secretary and particulars of any other directorships held by them, as provided by section 196;

(d) the name and address of its auditor;

(e) the addresses of its registered office and principal place of business in Ghana and the number

of the post office box of its registered office;

(f) if its register of members is kept and maintained elsewhere than at the registered office of the

company, the address at which it is kept;

(g) if the company has shares,

(i)

the amount of its stated capital, as defined in section 66,

(ii)

the number of its authorised shares of each class, and

(iv)

the number of its issued shares of each class and the amount paid on those shares

distinguishing between the amount paid in cash and the amount paid otherwise than in

cash and, in the case of a company limited by shares, the amount remaining payable

on those shares distinguishing between the amount presently due for payment and the

amount not yet due for payment.

(2) If the company is limited by shares, the return shall further state that the declaration referred to in

subsection (1) of section 28 has been delivered to the Registrar for registration.

(3)

The return shall be signed by two directors and by the secretary of the company.

(4)

The Registrar shall register the return and publish a copy of the return in the Gazette.

28.

Minimum capital

(1) A company limited by shares shall not transact a business, exercise a borrowing power, or incur an

indebtedness, except that which is incidental to its incorporation or to obtaining subscriptions to or

payment for its shares, until,

(a) there has been paid to it for the issue of its shares consideration to the value of at least

(i)

twenty million cedis of which at least five million cedis shall be paid in cash within

the meaning of section 45 in respect of a public company, or

(ii)

five million cedis of which at least one million cedis shall be paid in cash within the

meaning of section 45 in respect of a private company,6(6) and

(b) the company has delivered to the Registrar for registration a declaration in the prescribed

form verifying that the payments have been received.

(2) An existing company limited by shares shall not continue after the expiration of six months from

the commencement of this Act to transact a business, exercise a borrowing power, or incur an

indebtedness unless,


 

 

(a) prior to the expiration of the six months and whether before or after the commencement of

this Act, there has been paid to it for the issue of its shares consideration to the value of at

least twenty million cedis of which at least five million cedis have been paid in cash within

the meaning of section 45; and

(b) the company has delivered to the Registrar for registration a declaration in the prescribed

form verifying that the payments have been received.

(3) For the purposes of this section, a value attributed to the goodwill of a business or to services

rendered or to be rendered to the company shall not be regarded as valuable consideration for the issue of

shares.

(4) The declarations referred to in subsections (1) and (2) shall be signed by all the directors and by

the secretary of the company.

29. Penalties for breach of section 27 or 28

(1) In the event of default in complying with section 27 or section 28,

(a) the company and every officer of the company who is in default is liable to a fine not

exceeding [twenty-five penalty units] for each day during which the default continues, and

(b) the rights of the company concerned under or arising out of a contract made during the time

that the default continues, except the contracts that are incidental to obtaining subscriptions

to or payments for its shares, shall not be enforceable by action or other legal proceedings.

(2) For the purposes of subsection (1)

(a) the company may apply to the Court for relief against the disability imposed by paragraph

(b) of subsection (1) and the Court, on being satisfied that it is just and equitable to grant

relief, may grant that relief generally or as respects a particular contract and on the

conditions that the Court may impose;

(b) that subsection shall not prejudice the rights of any other parties as against the company, or

any other person, in respect of a contract mentioned in paragraph (b) of that subsection;

(c) if an action or a proceeding is commenced by any other party against the company to enforce

the rights of that party in respect of that contract, that subsection shall not preclude the

company from enforcing in that action or proceeding by way of counterclaim, set off, or

otherwise, the rights that it may have against that party in respect of that contract.

(3) In the event of a default in complying with subsection (1) of section 28 then, without prejudice to

subsection (1) and (2) of this section, the subscribers to the company’s Regulations, the first directors

named in those Regulations and a person who was a director at any time after the default until paragraphs

(a) and (b) of subsection (1) of section 28 have been complied with, shall be jointly and severally liable

for the whole of the debts and liabilities of the company incurred while the company was in default,

unless that person proves that

(a) in the case of a person named as one of the first directors, that director was named without

that director’s consent, or

(b) all reasonable and practicable steps were taken by that director to prevent the default, or

(c) that director honestly believed on reasonable grounds that paragraphs (a) and (b) of

subsection (1) of section 28 had been complied with prior to the incurring of the debt or

liability.


 

 

(4) Where there is an error or omission in a return or declaration delivered to the Registrar under

section 27 or section 28, then, without prejudice to section 321, the company and every signatory of the

return or declaration is liable to a fine not exceeding [one hundred and fifty penalty units].

PART E

 

Membership of Companies

 

30. Constitution of membership

(1) The subscribers to the Regulations are members of the company and on its registration shall be

entered as members in the register of members referred to in section 32.

(2) Any other person who agrees with the company to become a member of the company and whose

name is entered in the register of members is a member of the company.

(3) A member has the rights, duties and liabilities that are by this Act and the Regulations of the

company conferred and imposed on members.

(4) In the case of a company with shares each member is a shareholder of the company and shall hold

at least one share, and a holder of a share is a member of the company.

(5) Membership of a company with shares continues until a valid transfer of all the shares held by the

member is registered by the company, or until all the shares are transmitted by operation of law to another

person or forfeited for non-payment of calls under the Regulations, or until the member dies.

(6) Membership of a company limited by guarantee continues until the member dies, or validly retires

or is excluded from membership in accordance with the Regulations.

31. Right of member to attend and vote

(1) Subject to section 49, a member has, despite a provision in the Regulations, the right to attend a

general meeting of the company and to speak and vote on a resolution before the meeting.

(2) The company’s Regulations may provide that a member is not entitled to attend and vote unless all

calls or any other sums presently payable by that member in respect of shares in the company have been

paid.

32. Register of members

(1) A company shall keep in Ghana a register of its members and enter in the register,

(a) the names and addresses of the members and, in the case of a company having shares a

statement of the shares held by each member distinguishing each share by a number so long

as the share has a number, and of the amount paid or agreed to be considered as paid on the

shares of each member and of the amount remaining payable on the shares,

(b) the date at which a person was entered in the register as a member, and

(c) the date at which a person ceased to be a member.

(2) The entry required under paragraph (a) or (b) of subsection (1) shall be made within twenty-eight

days of the conclusion of the agreement with the company to become a member or, in the case of a

subscriber to the Regulations, within twenty-eight days of the registration of the company.


 

 

(3) The entry required under paragraph (c) of subsection (1) shall be made within twenty-eight days

of the date when the person concerned ceased to be a member, or, if that person ceased to be a member

otherwise than as a result of an action by the company, within twenty-eight days of production to the

company of evidence satisfactory to the company of the occurrence of the event by which that person

ceased to be a member, and all entries relating to that person may be deleted from the register after the

expiration of six years from the date when that person ceased to be a member.

(4) Where a company has more than fifty members the register shall contain an index of the names of

the members in a form that enables the account of each member to be readily found.

(5) An existing company shall, within twenty-eight days of the coming into operation of this Act,

send to the Registrar for registration, notice in the prescribed form, of the place where its register of

members is kept and a company shall within twenty-eight days of a change in the place at which its

register of members is kept send notice of the change to the Registrar.

(6) A company shall not be bound to send notice under subsection (5) where the register has, at all

times since it came into existence, or in the case of a register in existence at the commencement of this

Act, at all times since then, been kept at the registered office of the company.

(7) Where a company defaults in complying with this section, the company and every officer of the

company who is in default is liable to a fine not exceeding twenty-five penalty units for every day during

which the default continues.

(8) The company may arrange with any other person, to be known as the registration officer, for the

making up of the register to be undertaken on behalf of the company by the registration officer at that

officer’s office; and if by reason of a default of the registration officer the company defaults in complying

with this section or with section 33, the registration officer is liable to the same penalties as if the

registration officer were an officer of the company and the power of the Court under subsection (4) of

section 33 shall extend to the making of orders against the registration officer and the officers and

employees of the registration officer.

33. Inspection of register

(1) Except when the register of members is closed in accordance with section 34, the register and the

index of the names of the members of the company shall, during business hours, subject to reasonable

restrictions that the company may impose, be open to the inspection of

(a) a member without charge, and

(b) any other person on payment of [ten thousand cedis] or a lesser sum that the company may

prescribe, for each inspection.

(2) Not less than two hours each, other than a Saturday, Sunday or a public holiday, shall be allowed

for inspection under subsection (1).

(3) A member or any other person may require a copy of the register or a part of the register on

payment of [ten thousand cedis] or a lesser sum that the company may prescribe, for every hundred words

or part of hundred words required to be copied; and the company shall cause a copy so required by a

person to be sent to that person within a period of ten days commencing on the day next after the day on

which the requirement is received by the company.

(4) If an inspection required under this section is refused, or if a copy required under this section is

not sent within the proper period, the company and every officer of the company who is in default is

liable in respect of each offence to a fine not exceeding [twenty-five penalty units] for every day during


 

 

which the default continues.

 

(5) In the case of a refusal or default the Court may by order compel an immediate production of the

register for inspection or direct that the copies required be sent to the person requiring them.

34. Power to close register

A company may, on giving notice by advertisement in a daily newspaper circulating in the district in

which the registered office of the company is situated, close the register of members or that part of the

register relating to a class of members for any time or times not exceeding in the whole thirty days in each

year.

 

35. Rectification of register

(1) A person aggrieved, or a member of the company, or the company, may apply to the Court for

rectification of the register where

(a) the name of a person is, without sufficient cause, entered in or omitted from the register of

members of a company, or

(b) default is made in entering on the register any of the particulars which, under section 32, are

required to be entered on the register.

(2) Where an application is made under subsection (1), the Court may either refuse the application or

may order rectification of the register and payment by the company of compensation for the loss

sustained by the party aggrieved.

(3) On an application under subsection (1) being made, the Court may decide a question relating to

the title of a person who is a party to the application to have that person’s name entered in or omitted

from the register, whether the question arises

(a) between members or alleged members, or

(b) between members or alleged members on the one hand and the company on the other hand,

and generally may decide a question necessary or expedient to be decided for rectification of the register.

(4) A company may, without application to the Court, at any time rectify an error or omission in the

register of members but the rectification shall not adversely affect a person unless that person agrees to

the rectification.

36. Register to be evidence

The register of members is prima facie evidence of any of the matters which are, by this Act, directed

or authorised to be inserted in the register.

 

37. Liability of members

(1) Prior to the winding up of the company, a member of a company with shares is liable to contribute

the balance of the amount payable in respect of the shares held by that member in accordance with the

terms of the agreement under which the shares were issued, or in accordance with a call validly made by

the company pursuant to the company’s Regulations.

(2) Where a contribution has become due and payable in accordance with subsection (1), or where,

under the terms of an agreement with the company, a member has undertaken personal liability to make

future payments in respect of shares issued to that member, the liability of the member shall continue


 

 

although the shares held by that member are subsequently transferred, or forfeited under a provision to

that effect in the company’s Regulations, but that member’s liability shall cease if the company receives

payment in full of all the moneys in respect of the shares.

 

(3) Subject to subsections (1) and (2), a member or past member is not liable to contribute to the

assets of the company except in the event of its being wound up.

(4) In the event of a company being wound up every present or past member is liable to contribute to

the assets of the company to an amount sufficient for payment of its debts and liabilities and for the costs,

charges and expenses of the winding up and for the adjustment of the rights of the members and past

members among themselves but subject to the following qualifications:

(a) a past member is not liable to contribute if that member has ceased to be a member for a

period of one year or upwards before the commencement of the winding up;

(b) a past member is not liable to contribute unless it appears to the Court that the existing

members are unable to satisfy the contributions required to be made by them in pursuance of

this section;

(c) in the case of a company limited by shares, a contribution shall not be required from a

member or past member exceeding the amount unpaid on the shares in respect of which that

member is liable as a present or past member;

(d) in the case of a company limited by guarantee, a contribution shall not be required from a

member or past member exceeding the amount undertaken to be contributed by that member

to the assets of the company in the event of its being wound up;

(e) a sum of money due from the company to a member or past member, in the character of a

member, by way of dividends or otherwise shall not be set-off against the amount for which

that member is liable to contribute in accordance with this section, but that sum shall be

taken into account for the purposes of final adjustment of the rights of the members and

former members amongst themselves.

(5) For the purposes of this section, “past member” includes the estate of a deceased member and

where a person dies after becoming liable as a member or past member the liability is enforceable against

the estate of that member.

(6) Except as otherwise provided in this section, a member or past member of a company is not liable

as a member or past member for any of the debts and liabilities of the company.

38. Companies ceasing to have members

If at any time a company ceases to have a member and it carries on business for more than six months

without at least one member, every person who is a director of the company during the time that it so

carries on business after those six months is jointly and severally liable for the payment of all the debts

and liabilities of the company incurred during that period.

 

PART F

 

Shares

 

39. Nature of shares

(1) The shares of a member in a company is a personal estate and shall not be in the nature of real


 

 

estate or immovable property.

 

(2) The number of shares in a company and the rights and liabilities attaching to the shares are

dependent on the terms of issue, and of the company’s Regulations as amended from time to time, so far

as they are consistent with this Act.

40. No par shares

(1) The shares created or issued after the commencement of this Act shall be shares of no par value.

(2) Shares issued prior to the commencement of this Act shall be deemed to be converted into shares

of no par value, but the conversion shall not affect the rights and liabilities attached to those shares and in

particular, but without prejudice to the generality of this provision, the conversion shall not affect,

(a) an unpaid liability on those shares, and

(b) the rights of the holders of those shares in respect of dividends, voting or repayment on

winding up or a reduction of capital.

41. Issue of shares

(1) Shares up to the total number authorised by the company’s Regulations may be issued at the times

and for the consideration that the company shall determine and shall be paid for at the times that are

agreed between the member and the company or as may be specified in the Regulations.

(2) On the winding up of the company, every past and present shareholder of the company is liable to

contribute to the assets of the company to the extent referred to in section 37.

42. Payment of shares

(1) Except on a capitalisation issue pursuant to subsection (1) of section 74, shares shall not be issued

otherwise than for valuable consideration paid or payable to the company and unless otherwise agreed

shares shall be paid for in cash.

(2) Where a company agrees to accept payment for any shares otherwise than wholly in cash, the

company shall, within twenty-eight days after the allotment of the shares, deliver to the Registrar for

registration a contract in writing duly stamped evidencing the terms of the agreement and the true value of

the consideration or, if the agreement has not been reduced to writing, particulars in the prescribed form

of the agreement duly stamped, as if it were a written agreement.

(3) The particulars referred to in subsection (2) shall not be required on a capitalisation issue of shares

pursuant to subsection (1) of section 74.

(4) The statement in the agreement of the value of the non-cash consideration is prima facie evidence

of the true value of the consideration, but when a company limited by shares is in course of being wound

up under the Bodies Corporate (Official Liquidation) Act, 1963 (Act 180), the liquidator or a creditor may

apply to the Court and if the Court is satisfied that the true value of the consideration was less than stated,

it may direct that the shares shall be treated as unpaid to the amount that it shall direct.

43. Return of issues

(1) Where a company issues shares, other than a re-issue of treasury shares as defined in subsection

(3) of section 59, the company shall, within twenty-eight days after the issue, deliver to the Registrar for

registration a return in the prescribed form showing, as at the date of the return,


 

 

(a) the amount of its stated capital, attributable to each of the items specified in subsection (1) of

section 66;

(b) the number of its authorised shares of each class;

(c) the total number of its issued shares of each class and the amount paid on the shares

distinguishing between the amount paid in cash and the amount paid otherwise than in cash

and, in the case of a company limited by shares, the amount remaining payable on the shares

distinguishing between the amount presently due for payment and the amount not yet due for

payment; and

(d) the total number of its treasury shares of each class.

(2) A company registered after the commencement of this Act shall not be required to deliver a return

under subsection (1) in respect of an issue of shares made prior to the delivery to the Registrar of the

return required by section 27.

44. Penalties for non-compliance with section 42 or 43

Where a company defaults in delivering a document required under section 42 or 43, the company and

every officer of the company who is in default is liable to a fine not exceeding twenty-five penalty units

for every day during which the default continues.

 

45. Meaning of payment in cash

(1) Shares shall not be deemed to have been paid for in cash except to the extent that the company has

actually received cash for the shares at the time of, or subsequent to, the agreement to issue the shares.

(2) Where shares are issued to a person who has sold or agreed to sell property or rendered or agreed

to render services to the company or to persons nominated by that person, the amount of a payment made

for the property or services shall be deducted from the amount of a cash payment made for the shares and

only the balance shall be treated as having been paid in cash for the shares despite an exchange of

cheques or any other securities for money.

46. Classification of shares

(1) The Regulations of a company may provide for different classes of shares by attaching to certain

of the shares preferred, deferred or any other special rights or restrictions, whether in regard to dividend,

voting, repayment or otherwise.

(2) Shares shall not be deemed to be of the same class unless they rank at the same rate for all

purposes.

47. Variation of class rights

(1) If at any time the shares of a company are divided into different classes, the rights attached to a

class shall not be varied except to the extent and in the manner provided in the Regulations.

(2) If the Regulations expressly forbid a variation of the rights of a class, or contain provisions

regarding that variation and expressly forbid an alteration of the provisions, the rights or the provisions

for variation shall not be altered except with the sanction of the Court under a scheme of arrangement in

accordance with section 231.

(3) Except as provided in subsection (2), a company may, by special resolution, alter its Regulations


 

 

by inserting in the Regulations provisions regarding the variation of the rights of a class or by modifying

the terms of those provisions.

 

(4) An alteration under this section shall require the prior written consent of the holders of at least

three-fourths of the issued shares of each class or the sanction of a special resolution of the holders of the

shares of each class and shall be deemed for the purposes of subsections (7) to (11) to be a variation of the

rights of each class.

(5) Despite a provision in the Regulations to the contrary, the rights attached to a class of shares first

issued after the commencement of this Act shall not be varied except with the written consent of the

holders of at least three-fourths of the issued shares of that class or the sanction of a special resolution of

the holders of the shares of that class.

(6) For the purposes of this section, a resolution of a company is a variation of the rights of a class if

the implementation of that resolution would have the effect

(a) of diminishing the proportion of the total votes exercisable at a general meeting of the

company by the holders of the existing shares of a class, or

(b) of reducing the proportion of the dividends or distributions payable at any time to the holders

of the existing shares of a class.

(7) Where the rights of a class of shares are varied the holders of not less in the aggregate than fifteen

percent of the issued shares of that class may apply to the Court to have the variation cancelled, and

where the application is made the variation shall not have effect unless it is confirmed by the Court.

(8) An application to the Court under subsection (7) shall be made within sixty days of the date on

which the variation was effected and may be made on behalf of the shareholders entitled to make the

application by one or more of their number as they may appoint in writing.

(9) Where an application is made under subsection (7), the company shall forthwith deliver to the

Registrar for registration notice in the prescribed form of that fact.

(10) The Court, after hearing the applicant and any other persons who apply to the Court to be heard

and appear to the Court to be interested in the application,

(a) shall, if it is satisfied that the variation would unfairly prejudice the shareholders of any

class, cancel the variation, or

(b) shall, if not so satisfied, confirm the variation.

(11) The company shall, within twenty-eight days after the making of an order by the Court on the

application, deliver a copy of the order to the Registrar for registration.

(12) Where a company defaults in delivering to the Registrar the notice or order referred to in

subsection (9) or (11), the company and every officer of the company who is in default is liable to a fine

not exceeding fifty penalty units.

48. Preference and equity shares

In this Act, “preference share” means a share, by whatever name designated in the Regulations,

which does not entitle the holder of the share to a right to participate beyond a specified amount in a

distribution whether by way of dividend, or on redemption, in a winding up, or otherwise; and any other

share shall be referred to as an “equity share”.

 

49. Suspension of voting rights of preference shares


 

 

(1) Despite section 31, the Regulations may provide that the right of holders of preference shares to

attend and vote at a general meeting of the company may be suspended on the conditions that may be

specified.

(2) Despite a provision to the contrary in the Regulations, preference shares issued after the

commencement of this Act shall carry the right to attend general meetings and on a poll at these meetings

to at least one vote per share in the following circumstances, but not otherwise:

(a) on a resolution during the period that the preferential dividend or a part of the preferential

dividend remains in arrears and unpaid, the period starting from a date not more than twelve

months, or a lesser period that the Regulations may provide, after the due date of the

dividend; or

(b) on a resolution which varies the rights attached to these shares; or

(c) on a resolution to remove an auditor of the company or to appoint another person in place of

that auditor; or

(d) on a resolution for the winding up of the company or during the winding up of the company.

(3) Subject to section 31 and to subsections (1) and (2) of this section, preference shares issued after

the commencement of this Act shall carry the right on a poll at a general meeting of the company to one

vote, and to one vote only, in respect of each share.

(4) A special resolution of a company increasing the number of shares of a class may validly resolve

that an existing class of preference shares shall carry the right to the votes specified in subsection (3)

additional to one vote per share as shall be necessary in order to preserve the existing ratio which the

votes exercisable by the holders of that preference shares at a general meeting of the company bear to the

total votes exercisable at the meeting.

(5) For the purposes of subsection (2) of this section a dividend is due on the date appointed in the

Regulations for the payment of the dividend for a year or other period, or if a date is not appointed, on the

day immediately following the expiration of the year or other period, and whether or not the dividend has

been earned or declared.

50. Votes of equity shares

(1) Despite a provision to the contrary in the Regulations, equity shares issued after the date of the

commencement of this Act shall, subject to section 31, carry the right on a poll at a general meeting of the

company to one vote, and to one vote only, in respect of each share.

(2) For the purposes of this section, an alteration of the rights of issued preference shares so that they

become equity shares is an issue of equity shares.

51. Cannons of construction of class rights

In construing the provisions of the company’s Regulations in respect of the rights attached to shares,

the following canons of construction shall be observed:

 

(a) unless the contrary intention appears, a dividend shall not be payable on any shares unless

the company resolves to declare that dividend;

(b) unless the contrary intention appears, a fixed preferential dividend payable on a class of

shares shall be cumulative; that is to say, a dividend shall not be payable on any shares

ranking subsequent to that class of shares until all the arrears of the fixed dividend have been


 

 

paid;

 

(c) unless the contrary intention appears, in a winding up arrears of a cumulative preferential

dividend whether or not earned or declared shall be payable up to the date of actual payment

in the winding up;

(d) if a class of shares is expressed to have a right to a preferential dividend, then, unless the

contrary intention appears, that class shall not have a further right to participate in dividends;

(e) if a class of shares is expressed to have preferential rights to payment out of the assets of the

company in the event of winding up then, unless the contrary intention appears, that class

shall not have a further right to participate in the distribution of assets in the winding up;

(f) in determining the rights of the various classes to share in the distribution of the company’s

property on a winding up consideration shall not be given, unless the contrary intention

appears, to whether or not the property represents accumulated profits or surplus which

would have been available for dividend while the company remained a going concern;

(g) subject to this section, all shares rank equally in all respects unless the contrary intention

appears.

52. Repealed.6a(7)

53. Issue of share certificates

(1) A company shall, within two months after the issue of any of its shares or after the registration of

the transfer of a share, deliver to the registered holder of the share a certificate under the common seal of

the company stating,

(a) the number and class of shares held by that holder and the definitive numbers of the shares,

(b) the amount paid on the shares and the amount remaining unpaid, and

(c) the name and address of the registered holder.

(2) Where a share certificate is defaced, lost or destroyed the company, at the request of the registered

holder of the shares, shall renew the certificate on payment of a fee not exceeding [ten thousand cedis]

and on the terms as to evidence and indemnity and the payment of the company’s out-of-pocket expenses

of investigating evidence that the company may reasonably require.

(3) Where a company defaults in complying with this section, the company and an officer of the

company who is in default are liable to a fine not exceeding fifty penalty units, and, on application being

made by a person entitled to have the certificate delivered to that person, the Court may order the

company to deliver the certificate and may require the company and that officer to bear all the costs of,

and incidental to, the application.

54. Effect of share certificates

(1) Statements made in a share certificate under the common seal of the company are prima facie

evidence of the title to the shares of the person named in the certificate as the registered holder and of the

amounts paid and payable on the certificate.

(2) Where a person changes a position to that person’s detriment in reliance in good faith on the

continued accuracy of the statements made in the certificate, the company is estopped in favour of that

person from denying the continued accuracy of those statements and shall compensate that person for a


 

 

loss suffered by that person in reliance on those statements and which that person would not have suffered

had the statement been or continued to be accurate.

 

(3) Subsections (1) and (2) do not affect a right the company may have to be indemnified by any other

person.

55.

Reserve liability

(1) A company limited by shares may, by special resolution, determine that a portion of the unpaid

liability on its shares which has not already been called up shall not be capable of being called up except

in the event, and for the purpose, of the company being would up.

(2) Where a resolution is passed under subsection (1) that portion shall not be capable of being called

up except in the event and for the purpose stated in that subsection.

56.

Prohibited transactions in shares

(1)

Except as provided in this section, a company shall not,

(a) alter the number of its shares or the amount remaining payable on those shares,

(b) release a shareholder or former shareholder from a liability on the shares,

(c) provide a financial assistance, directly or indirectly, for the subscription or purchase of its

shares or the shares of its holding company, or

(d) acquire, by way of purchase or otherwise, any of its issued shares or any shares of its holding

company.

(2) For the purposes of paragraph (d) of subsection (1) shares are acquired by the company if they

purport to be held on trust for the company although they are registered in the names of nominees.

(3) Subsection (1) does not prohibit a company from voluntarily acquiring its own shares on its

conversion to a company limited by guarantee in accordance with section 11.

(4)

In the event of a breach of this section,

(a) if the breach is of paragraph (a) or (b) of subsection (1), the purported alteration or release is

void and every officer of the company who is in default is liable to a fine not exceeding [five

hundred penalty units],

(b) if the breach is of paragraph (c) or (d) of subsection (1) then,

(i)

the transaction concerned is voidable, except in favour of a genuine purchaser or seller

of shares without knowledge of the breach, by the company and a payment made by

the company in respect of that transaction is immediately repayable with interest at the

rate of five percent per annum or a higher rate that the Courts may think fit to order,

and

(ii) whether or not the transaction is avoided, every officer of the company who is in

default is liable to a fine not exceeding five hundred penalty units or twice the amount

of a provision or payment made by the company in respect of the transaction,

whichever is the greater.

57.

Alteration of number of shares

(1)

A company may, by alteration of its Regulations,


 

 

(a) increase the number of its shares by creating new shares, or

(b) reduce the number of its shares by cancelling shares which have not been taken or agreed to

be taken by a person or by consolidating its existing shares, whether issued or not, into a

smaller number of shares.

(2) On a consolidation of shares the amounts paid, and an unpaid liability on the shares and a fixed

sum of money by way of dividend or repayment to which the shares were entitled, shall also be

consolidated.

58.

Financial assistance for acquisition of shares

Section 56 does not prohibit

 

(a) the payment of commission or brokerage to a person in consideration of that person

subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for

any shares in the company where the payment of commission or brokerage is authorised by

the Regulations and does not exceed ten percent of the price at which the shares are issued or

a lesser rate as may be specified in the Regulations; or

(b) where the lending of money is part of the ordinary business of the company, the lending of

money in the ordinary course of business although the money may be used for the

subscription or purchase of shares in the company or its holding company; or

(c) the provision by a company in accordance with a scheme for the time being in force of

money for the purchase of subscription of shares to be held for the benefit of persons

genuinely in the employment of the company or an associated company including a director

holding a salaried employment in the company or an associated company; or

(d) the making by a company of loans to persons, other than directors, genuinely in the

employment of the company or an associated company with a view to enabling those persons

to purchase or subscribe for shares to be held by themselves beneficially and not as nominees

for the company or any other person; or

(e) the payment by a company of a lawful dividend on its shares although the dividend received

by a shareholder is used to discharge a liability on that shareholder’s shares or to repay

money borrowed for the purpose of subscribing or purchasing shares; or

(f) in the case of a public company some or all of whose equity shares are dealt in on an

approved stock exchange or in respect of which an application has been made to an approved

stock exchange for permission to deal in those shares, the payment of commissions, fees,

costs and expenses and the giving of indemnities and warranties in each case to a person

arranging or otherwise involved in an underwriting, placing or sale of securities in the

company or any other similar transaction, provided that

(i)

an application for permission to deal in those securities has been or is to be made to an

approved stock exchange, and

(ii) the financial assistance given is in good faith in the interests of the company.7(8)

59.

Acquisition by company of its own shares

(1) Despite section 56 a company may, if authorised by its Regulations and subject to compliance

with sections 60 to 63,


 

 

(a) create and issue preference shares which are, or at the option of the company are, liable to be

redeemed on the terms and in the manner that may be provided in the Regulations and may

convert existing shares, whether issued or not, into those redeemable preference shares, or

(b) purchase its own shares, or

(c) acquire its own shares by a voluntary transfer to it or to nominees for it.

(2) For the purposes of subsection (1) shares shall not be redeemed, purchased or acquired by the

company so long as there is an unpaid liability on those shares.

(3) Where authorised by its Regulations, a company may forfeit the shares issued with an unpaid

liability for non-payment of the sums of money due and payable on those shares.

(4) On redemption, purchase, acquisition or forfeiture shares shall be available for re-issue by the

company unless the company by alteration of its Regulations cancels those shares; and until re-issued or

cancelled, those shares shall be referred to as treasury shares.

(5) Except as provided in section 67 a redemption, purchase, an acquisition or a forfeiture by the

company of its shares or the cancellation of shares so redeemed, purchased, acquired or forfeited, shall

not reduce the stated capital of the company.

(6) Voting rights shall not be exercised and dividends shall not be payable on the treasury shares, and,

except where otherwise stated, treasury shares shall not be treated as issued shares within the meaning of

this Act.

60. Redemption of redeemable preference shares

(1) Despite a provision in the Regulations to the contrary, a company shall not redeem any of its

redeemable preference shares except,

(a) out of a credit balance on the share deals account referred to in section 63 or out of transfers

to that account in the manner referred to in that section from income surplus as defined in

section 70, or

(b) out of the proceeds of a fresh issue of shares made for the purposes of the redemption not

more than twelve months before the date of redemption.

(2) If redeemable preference shares have become redeemable in accordance with the Regulations and

the funds of the company are sufficient to entitle it, under subsection (1), to redeem the whole of the

shares due for redemption, the holder of those shares may serve notice on the company requiring it to

effect the redemption in accordance with the Regulations.

(3) Where the company fails to redeem the shares within twenty-eight days of the service of the

notice, the shareholder who has served the notice may apply to the Court on behalf of that shareholder

and all other shareholders whose shares are due for redemption; and the Court, if satisfied that the

conditions of this subsection are fulfilled, may order the company to redeem the shares and may require

the company and the officer of the company who is in default to bear all the costs of, and incidental to,

the application.

(4) Section 324 shall apply to an application to the Court under subsection (3).

61. Purchase by a company of its own shares

Despite a provision in the Regulations to the contrary, a company shall not purchase any of its own

 


 

 

shares except on compliance with the following conditions:

 

(a) shares shall only be purchased out of a credit balance on the share deals account referred to

in section 63 or out of transfers to that account in the manner referred to in that section from

income surplus as defined in section 70;

(b) redeemable preference shares shall not be purchased at a price greater than the lowest price

at which they are then redeemable or will be redeemable at the next date at which they are

due or liable to be redeemed; and

(c) a purchase shall not be made in breach of section 62.

62. Limit on number of shares acquired

(1) A transaction shall not be entered into by or on behalf of a company by which the total number of

its shares, or of its shares of any one class, held by persons other than the company or its nominees

becomes less than eighty-five percent of the total number of shares, or of shares of that class, which have

been issued.

(2) For the purposes of subsection (1), redeemable preference shares shall be disregarded.

(3) Where, after shares of a class have been issued, the number of those shares has been reduced,

subsection (1) shall apply as if the number originally issued, including shares of that class cancelled

before the reduction took effect, had been the number as so reduced.

63. Share deals account

(1) When a company first redeems or purchases any of its shares, otherwise than on a redemption of

redeemable preference shares out of the proceeds of a fresh issue of shares in accordance with paragraph

(b) of subsection (1) of section 60, it shall open a share deals account and shall credit to that account a

sum of money not less than the amount to be expended on the redemption or purchase by transferring that

sum from income surplus, as defined in section 70.

(2) There shall be debited to the share deals account the sums of money which the company shall

expend on the redemption or purchase of any of its shares, otherwise than on a redemption of redeemable

preference shares out of the proceeds of a fresh issue of shares in accordance with paragraph (b) of

subsection (1) of section 60 and the net price or the value of the consideration received by the company

on the re-issue of any of its treasury shares shall be credited to the share deals account.

(3) If at any time the total amount to be debited to the share deals account under subsection (2)

exceeds the amount credited to that amount in accordance with subsections (1) and (2), an amount equal

to the excess shall be transferred to the credit of that account from income surplus, as defined in section

70, and a purchase or redemption, otherwise than a redemption of redeemable preference shares out of the

proceeds of a fresh issue of shares in accordance with paragraph (b) of subsection (1) of section 60, shall

not be made by the company unless its income surplus is sufficient to enable the transfer to be made.

(4) An amount shall not be debited or credited to the share deals account, otherwise than in

accordance with subsections (1), (2) and (3) of this section, except on a transfer to stated capital in

accordance with section 66 or under an order of the Court under section 77 or 231.

(5) A true copy of the share deals account, showing the class and number of shares involved in each

transaction and the price paid or received for those shares, shall be kept in a separate book at the

registered office of the company and shall during business hours, subject to reasonable restrictions that

the company’s Regulations may impose, be allowed for inspection, be open to the inspection of a member


 

 

without charge and of any other person on payment of [twenty-five thousand cedis] or a lesser sum that

the company may prescribe, for each inspection.

 

(6) Not less than two hours in each day, other than a Saturday, Sunday or a public holiday, shall be

allowed for the inspection under subsection (5).

(7) A member or any other person is entitled to be furnished, within ten days after the member or that

person has made a request in that behalf to the company, with a copy of the share deals account or a part

of the share deals account at a charge not exceeding ten thousand cedis for every hundred words or part of

the account.

(8) If an inspection required under subsection (5) is refused or if a copy required to be sent under

subsection (7) is not sent within the proper time, the company and every officer of the company who is in

default is liable to a fine not exceeding [twenty-five penalty units] for every day during which the default

continues, and the Court may by order compel an immediate inspection or furnishing of a copy.

64. Modification of sections 59 to 63 in relation to authorised mutual funds8(9)

In relation to a company which is for the time being an authorised mutual fund within the meaning of

section 319, any of the provisions of sections 59 to 63 may be waived or modified by order of the

Registrar in accordance with section 319.

 

65. Acquisition of shares of holding company

(1) Despite section 56, a company which is a subsidiary may acquire shares in its holding company,

where the subsidiary company is concerned as a personal representative or trustee unless the holding

company or a subsidiary of the holding company is beneficially interested otherwise than by way of

security for the purposes of a transaction entered into by it in the ordinary course of a business which

includes the lending of money.

(2) A subsidiary which is, at the commencement of this Act, a holder of shares of its holding company

or a subsidiary which acquired shares in its holding company before it became a subsidiary of that

holding company, may continue to hold those shares but, subject to subsection (1), shall not have a right

to vote at meetings of the holding company or a class of shareholders of the holding company and shall

not acquire future shares in the holding company except on a capitalisation issue in accordance with

subsection (1) of section 74.

PART G

 

Stated Capital and Dividends

 

66. Meaning of “stated capital”

(1) The stated capital of a company with shares shall consist of the sum of

(a) the total proceeds of every issue of shares for cash, including the amounts paid on calls made

on shares issued with an unpaid liability, without deductions for expenses or commissions,

and

(b) the total value of the consideration, as stated in the agreement, received for every issue of

shares otherwise than for cash, and

(c) the total amount which the company by special resolution resolves to transfer to stated


 

 

capital from surplus, as defined in section 69 including the credit balance on the share deals

account referred to in section 63.

 

(2) Paragraph (a) or (b) of subsection (1) shall not require the proceeds or value of the consideration

received on the re-issue of treasury shares to be added to stated capital; and for this purpose, when a

company having treasury shares makes an issue of shares, the issue shall, until the number of treasury

shares of that class is exhausted, be deemed to be an issue of those treasury shares and not a first issue of

further shares, unless the company otherwise determines.

(3) The amount of the stated capital may be reduced to the extent and in the manner provided by

section 67.

(4) Within twenty-eight days after the raising of a stated capital, the company shall deliver to the

Registrar for registration particulars in the prescribed form showing the amount so raised and the total

stated capital, distinguishing between the amounts attributable to each of the items specified in subsection

(1) of this section.

(5) Where the company defaults in delivering to the Registrar the particulars required under

subsection (4), the company and every officer of the company who is in default is liable to a fine not

exceeding [twenty-five penalty units] for every day during which the default continues.

67. Reduction of stated capital

(1) Despite subsection (4) of section 59, the stated capital of a company shall be deemed to be

reduced by the amount by which a redemption of redeemable preference shares is made out of the

proceeds of a fresh issue of shares made for the purposes of the redemption not more than twelve months

before the date of redemption.

(2) An unlimited company may, if authorised by its Regulations, reduce its stated capital by ordinary

resolution.

(3) Subject to subsections (1) and (2) of this section and to section 68, a company may not reduce its

stated capital except in accordance with sections 75 to 79.

68. Modification of sections 66 and 67 in relation to authorised mutual funds9(10)

In relation to a company which is for the time being an authorised mutual fund within the meaning of

section 319 sections 66 and 67 shall have effect subject to the terms of any directions made by order of

the Registrar pursuant to section 319.

 

69. Meaning of “surplus”

The surplus of a company with shares is the amount by which its assets, other than unpaid calls and

other sums of money payable in respect of its shares and not including treasury shares, less its liabilities,

as shown in its accounts prepared and audited in accordance with sections 123 to 136 exceed its stated

capital.

 

70. Meaning of “income surplus”

The income surplus of a company with shares is the surplus, as defined in section 69, less the amounts

attributable to,

 

(a) an unrealised appreciation in the value of an asset of the company, other than an appreciation

in the value of an asset as would, under normal accounting principles, be credited to profit


 

 

and loss account, unless the amount of the appreciation has been transferred to stated capital,

and

 

(b) a balance standing to the credit of the share deals account immediately before the

ascertainment of the income surplus.

71. Legality of dividend payments

(1) Except in a winding up, a company shall not pay a dividend to its shareholders or, except in

accordance with sections 75 to 79, make a return or distribution of any of its assets to its shareholders

unless,

(a) the company is able, after the payment, return or distribution, to pay its debts as they fall

due, and

(b) the amount or value of the payment, return or distribution does not exceed its income surplus

immediately prior to the making of the payment, return or distribution.

(2) Where a payment, return or distribution is made in contravention of subsection (1),

(a) every director of the company who is in default is jointly and severally liable to restore to the

company the total amount by which the payment, return or distribution contravenes

subsection (1), with interest on that amount at the yearly rate of five percent;

(b) unless, within twelve months after the date of the payment, return or distribution, the total

amount with interest on the payment, return or distribution shall be restored to the company

by the directors in accordance with paragraph (a) of this subsection, every shareholder is

liable to restore to the company, the amount received by the shareholder in contravention of

subsection (1);

(c) if the directors of the company make a restoration to the company in accordance with

paragraph (a) of this subsection they shall have a right to be indemnified by a shareholder

who has received an amount knowing that it contravenes subsection (1) to the extent of the

amount received by the shareholder with interest on that account at the rate of five percent

per annum.

(3) A shareholder, an officer or a creditor of the company or the Registrar may apply to the Court for

an injunction restraining a company from paying a dividend or from making a return or distribution in

contravention of this section or for an order for restoration in accordance with subsection (2).

(4) An application by a shareholder or creditor shall be made in a representative capacity on behalf of

the shareholder or the creditor and all other shareholders or creditors, of the company and section 324

shall apply.

(5) In relation to public companies, paragraph (b) of subsection (2) of this section shall be modified as

stated in section 292.

72. Prohibition of payment of dividends by companies limited by guarantee

(1) A company limited by guarantee shall not at any time pay a dividend or make a distribution or

return of its assets to its members.

(2) Where a payment, distribution or return is made in contravention of subsection (1), a member to

whom it is made shall restore the same to the company with interest at the rate of five percent per annum

and every officer of the company who is in default is liable to a fine not exceeding [five hundred penalty


 

 

units].

 

73. Declaration of dividends

(1) Subject to sections 71 and 72 a company may by ordinary resolution declare dividends in respect

of any year or other specified period, but a dividend shall not exceed the amount recommended by the

directors.

(2) In relation to public companies subsection (1) shall be supplemented by section 293.

74. Capitalisation issues and non-cash dividends

(1) When a company resolves to transfer a sum of money from surplus to stated capital pursuant to

paragraph (c) of subsection (1) of section 66, the company on the recommendation of the directors may,

by the same or a subsequent special resolution, resolve that unissued shares in the company be issued

credited as fully paid to the members who would have been entitled to receive that sum had it been

lawfully distributed by way of dividend and in the same proportions and so that the sum so transferred to

stated capital shall be deemed to be paid, otherwise than in cash, on the shares.

(2) An issue under subsection (1) shall be referred to as a capitalisation issue.

(3) A company, on the recommendation of the directors, may resolve that a sum of money standing to

the credit of the company’s income surplus and which could have lawfully been distributed by way of

dividend shall be applied, on behalf of the members who would have been entitled to receive the same if

it had been distributed by way of dividend, in paying up amounts for the time being unpaid on the shares

held by them, and that sum shall be deemed to have been paid on a call made on those shares and shall be

transferred to stated capital pursuant to paragraph (a) of subsection (1) of section 66.

(4) A resolution of a company lawfully declaring a dividend may, on the recommendation of the

directors, direct payment wholly or partly by distribution of securities for money, or of fully paid, but not

partly paid, shares or debentures of any other body corporate, or of fully paid debentures of the company

of a nominal amount equal to the amount so directed to be paid.

(5) The directors shall give effect to the resolution and may make a provision which they think fit for

the case of any shares, debentures, or securities for money becoming distributable in fractions and may

issue fractional certificates or, in the case of a distribution in accordance with subsection (4), but not in

the case of a capitalisation issue in accordance with subsection (1), may sell the shares, debentures or

securities for money represented by those fractions and distribute the net proceeds of the sale among the

members otherwise entitled to those fractions in due proportions.

(6) An allotment of shares or debentures or a payment-up of shares pursuant to the resolution may be

made without obtaining the individual consents to that allotment of the members concerned and the

transfers of shares or debentures in any other body corporate may be signed on behalf of the members to

whom they are transferred by a person nominated in writing by the directors and the signature of that

person shall be effective and binding on all the members.

PART H

 

Resolutions reducing Capital, Shares or Liability

 

75. Resolutions requiring confirmation of Court


 

 

(1) Subject to confirmation by the Court, a company limited by shares may, by special resolution,

(a) reduce its stated capital in any way;

(b) extinguish or reduce the unpaid liability on any of its shares;

(c) resolve to pay or return to its shareholders any of its assets which are in excess of the wants

of the company;

(d) alter its Regulations by cancelling any of its shares.

(2)

A resolution under subsection (1) is in this Act referred to as a resolution requiring confirmation.

(3) If the resolution requiring confirmation varies the rights attached to a class of shares, the

resolution shall not be effective unless section 47 has been complied with.

(4) This section does not require confirmation by the Court of a transaction validly effected under any

of the sections 71 to 74.

76.

Application for confirming order

(1) Where a company passes a resolution requiring confirmation, it may apply to the Court for an

order confirming the resolution.

(2) Where the resolution requiring confirmation involves diminution of liability in respect of shares

with an unpaid liability or a payment or return to any shareholders, and in any other case if the Court so

directs, the following provisions shall have effect unless, having regard to the special circumstances of the

case, the Court otherwise directs:

(a) every creditor of the company who at the date fixed by the Court is entitled to a debt or claim

which, if that date were the commencement of the winding up of the company, would be

admissible in proof against the company, is entitled to oppose the confirmation;

(b) the Court shall settle a list of creditors so entitled to oppose, and for that purpose shall

ascertain, as far as possible without requiring an application from a creditor, the names of

those creditors and the nature and amount of their debts or claims, and may publish notices

fixing a day or days within which creditors not entered on the list are to claim to be so

entered or are to be excluded from the right of opposing the confirmation;

(c) where a creditor entered on the list whose debt or claim is not discharged or has not

determined does not consent to the confirmation, the Court may dispense with the consent of

that creditor on the company securing payment of that creditor’s debt or claim by

appropriating, as the Court may direct, the following amount, that is to say,

(i)

if the company admits the full amount of the debt or claim, or, though not admitting it,

is willing to provide for it, then the full amount of the debt or claim;

(ii)

if the company does not admit and is not willing to provide for the full amount of the

debt or claim, or if the amount is contingent or not ascertained, then an amount fixed

by the Court after the like inquiry and adjudication as if the company were being

wound up under the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180).

(3) The Court may refer the application to the Registrar who shall appoint one or more competent

reporters to investigate the fairness of the resolution for reduction and to report on the resolution to the

Court.

(4) The remuneration of the reporters shall be fixed by the Registrar and the expenses of the


 

 

investigation shall be borne by the company.

 

77. Order confirming the resolution

The Court, if satisfied,

 

(a) with respect to every creditor of the company who under section 76 is entitled to oppose on

the ground that the creditor’s consent has been obtained or the debt or claim of that creditor

has been discharged or secured, and

(b) that sections 75 and 76 have been duly complied with, and

(c) that the resolution requiring confirmation is fair and equitable,

may make an appropriate order confirming the resolution on the terms and conditions.

78. Order and minute to be registered

(1) The Registrar, on production of an order of the Court confirming the resolution requiring

confirmation and the delivery to the Registrar of a copy of the order and of a minute, approved by the

Court, showing,

(a) the new stated capital of the company,

(b) the number of authorised and issued shares and the classes into which they are divided, and

(c) the amount deemed to be paid and the unpaid liability on the issued shares, distinguishing

the amount paid in cash and the amount paid otherwise than in cash,

shall register the order and the minute and publish the particulars stated in the minute in the Gazette.

 

(2) On registration of the order and minute, and not before, the resolution for reduction shall take

effect.

(3) The Registrar shall personally certify the registration of the order and minute and the certificate is

conclusive evidence that the requirements of this Act with respect to the resolution requiring confirmation

have been complied with and that the stated capital and shares of the company are as stated in the minute.

79. Protection of Creditors

(1) If a creditor, entitled in respect of a debt or claim to oppose the confirmation, is by reason of

ignorance of the proceedings for confirmation, or of their nature and effect with respect to the claim of

that creditor, not entered on the list of creditors and, after the confirmation, the company fails to pay the

amount of that creditor’s debt or claim, then,

(a) a person who was a member of the company at the date of the registration of the order and

minute, is liable to contribute for the payment of that debt or claim, an amount not exceeding

the amount which that person would have been liable to contribute on the winding up of the

company had that commenced immediately before the date of the registration; and

(b) if the company is wound up, the Court, on the application of that creditor and proof of the

creditor’s ignorance may settle a list of persons so liable to contribute and make and enforce

calls and orders on those persons as if they were members liable to contribute in accordance

with section 37.

(2) Subsection (1) does not affect the rights of the members among themselves and, except as

provided in that subsection, a member or past member after the date of the registration of the order and


 

 

minute is not liable in respect of a share to a call or contribution exceeding in amount the unpaid liability

on that share as set out in the minute.

 

(3) An officer of the company who,

(a) wilfully conceals the name of a creditor entitled to oppose the confirmation, or

(b) wilfully misrepresents the nature or amount of the debt or claim of a creditor, or

(c) aids, abets, or is privy to a concealment or misrepresentation,

is personally liable to pay to the creditor the amount of the creditor’s debt or claim to the extent to which

it is not paid by the company and in addition commits an offence and is liable on conviction to a term of

imprisonment not exceeding two years, or to a fine not exceeding five hundred penalty units.

 

PART I

 

Debentures and Debenture Stock

 

80. Issue of debentures or debenture stock

(1) A company may raise a loan capital by the issue of a debenture or of a series of debentures or of

debenture stock.

(2) A debenture is a written acknowledgement of indebtedness by the company setting out the terms

and conditions of the loan.

(3) Debentures of the same series shall rank at the same rate in all respects although they may be

issued on different dates.

(4) Instead of issuing debentures acknowledging separate loans to the company, the loans may be

funded by the creation of debenture stock of a prescribed amount parts of which, represented by

debenture stock certificates, may be issued to separate holders.

(5) Debentures stock shall be created by deed under the common seal of the company in the form of a

deed poll or an indenture in favour of trustees for debenture stockholders.

(6) In this Act, unless the context otherwise requires, “debenture” includes “debenture stock”,

“debenture holder” includes “debenture stockholder”.

(7) A debenture holder is not a member of the company and, despite a provision in the debenture or

the company’s Regulations, is not entitled to attend and vote at a general meeting of the company.

81. Specific performance of contract for debentures

A contract with a company to take up and pay for any debentures of the company may be enforced by

an order for specific performance.

 

82. Documents of title to debentures

(1) A company shall, within two months after the allotment of any of its debentures or after the

registration of the transfer of any debentures, deliver to the registered holder of the debentures the

debentures or a certificate of the debenture stock under the common seal of the company.

(2) Where a debenture or debenture stock certificate is defaced, lost or destroyed, the company, at the

request of the registered holder of the debenture, shall issue a certified copy of the debenture or renew the


 

 

debenture stock certificate on payment of a fee not exceeding [ten thousand cedis] and on the terms, as to

evidence and indemnity and the payment of the company’s out-of-pocket expenses of investigating

evidence, that the company may reasonably require.

 

(3) Where a company defaults in complying with this section the company and an officer of the

company who is in default is liable to a fine not exceeding [two hundred and fifty penalty units] and on

application by a person entitled to have the debentures or debenture stock certificate delivered to that

person the Court may order the company to deliver the debenture stock certificate and may require the

company and that officer to bear the costs of, and incidental to, the application.

83. Effect of statements in debentures

(1) Statements made in debentures or debenture stock certificates are prima facie evidence of the title

to the debentures of the person named in the statement as the registered holder and of the amounts secured

thereby.

(2) Where a person changes that person’s position in reliance in good faith on the continued accuracy

of the statements made in the debenture or debenture stock certificate, the company is estopped in favour

of that person from denying the continued accuracy of the statements and shall compensate that person for

a loss suffered by that person in reliance on that accuracy, and which that person would not have suffered

had the statement been or continued to be accurate.

(3) Subsection (2) does not derogate from a right the company may have to be indemnified by any

other person.

84. Perpetual debentures

A condition contained in a debenture or in a trust deed for securing any debentures, whether issued or

executed before or after the commencement of this Act, shall not be invalid by reason of the fact that the

debentures are by that condition made irredeemable or redeemable only on the happening of a

contingency, however remote, or on the expiration of a period however long.

 

85. Convertible debentures

Debentures may be issued on the terms that in lieu of redemption or repayment they may, at the option

of the holder or the company, be converted into shares in the company on the terms that are stated in the

debentures.

 

86. Secured or naked debentures

(1) Debentures may be secured by a charge over the company’s property or may be unsecured by any

charge.

(2) Debentures may be secured by a fixed charge on certain of the company’s property or a floating

charge over the whole or a specified part of the company’s undertaking and assets, or by both a fixed

charge on certain property and a floating charge.

(3) A charge securing debentures becomes enforceable on the occurrence of the events specified in the

debentures or the deed securing the debentures.

(4) Where legal proceedings are brought by a debenture holder to enforce the security of a series of

debentures of which that holder holds part, the debenture holder shall sue in a representative capacity

personally and on behalf of the other debenture holders of that series, and section 324 shall apply.


 

 

(5) Where debentures are secured by a charge sections 107 to 118 relating to registration of particulars

of charges, shall apply.

87. Meaning of “floating charge”

(1) Subject to subsection (2), a floating charge is an equitable charge over the whole or a specified

part of the company’s undertaking and assets both present and future.

(2) A floating charge does not preclude the company from dealing with the assets of the company

until,

(a) the security becomes enforceable and the holder of the security pursuant to a power in that

behalf in the debenture or the deed securing the same, appoints a receiver or manager or

enters into possession of those assets, or

(b) the Court appoints a receiver or manager of the assets on the application of the holder, or

(c) the company goes into liquidation.

(3) On the happening of any of the events specified in subsection (2), the charge shall be deemed to

crystallise and to become a fixed equitable charge on those of the company’s assets that are subject to the

charge.

(4) Where a receiver or manager is withdrawn with the consent of the chargee, or the chargee

withdraws from possession, before the charge has been fully discharged, the charge shall be deemed to

cease to be a fixed charge and again become a floating charge.

(5) A fixed charge on a property shall have priority over a floating charge affecting that property

unless the terms on which the floating charge was granted prohibited the company from granting a later

charge having priority over the floating charge and the person in whose favour that later charge was

granted had actual notice of that prohibition at the time when the charge was granted to that person.

88. Powers of the Court

(1) Where a fixed or floating charge becomes enforceable, the Court may appoint a receiver and, in

the case of a floating charge, a receiver and manager of the assets subject to the charge.

(2) In the case of a floating charge, the Court may, although the charge has not become enforceable,

appoint a receiver or manager if satisfied that the security of the debenture holder is in jeopardy.

(3) The security of the debenture holder is in jeopardy if the Court is satisfied that events have

occurred or are about to occur which render it unreasonable in the interests of the debenture holder that

the company should retain power to dispose of its assets.

(4) A receiver or manager shall not be appointed as a means of enforcing debentures not secured by a

charge.

(5) In this Act, unless the context otherwise requires, “receiver” includes “manager”.

89. Payment of preferential creditors out of assets subject to a floating charge

(1) Where a receiver is appointed on behalf of the holders of any debentures of the company secured

by a floating charge or possession is taken by or on behalf of those debenture holders of a property

subject to the charge, the debts which in a winding up are, under section 41 of the Bodies Corporate

(Official Liquidations) Act, 1963 (Act 180) to be paid in priority to all other debts, shall be paid out of the


 

 

assets coming to the hands of the receiver or other person taking that possession in priority to a claim for

principal or interest in respect of the debentures.

 

(2) If the receiver or any other person taking possession as provided for in subsection (1) makes a

repayment in respect of the debenture before discharging all debts having priority in accordance with

subsection (1), the receiver or that person is personally liable to discharge the debts to the extent of the

repayment made by the receiver or that person.

(3) The periods of time mentioned in section 41 of the Bodies Corporate (Official Liquidations) Act

1963 (Act 180) shall be reckoned from the date of the appointment of the receiver or possession being

taken.

(4) The payments made under this section shall be recouped as far as may be out of the assets of the

company available for payment of general creditors.

90. Limitation of efficacy of floating charges in liquidations

Where the winding up of the company commences within twelve months of the creation of a floating

charge on the undertaking or property of the company the charge is invalid, unless it is proved that the

company was solvent immediately after the creation of the charge, except to the amount of the cash paid

to the company at the time of, or subsequent to, the creation of the charge and in consideration for the

charge, together with interest on that amount at the yearly rate of five percent.

 

91. Application of sections 236 to 245

Sections 236 to 245 shall apply to, and on the appointment of, a receiver by or on behalf of the

debenture holders.

 

92. Trustees for debenture holders

(1) Whether or not debentures are secured by a charge over the company’s property they may be

secured by a trust deed appointing trustees for the debenture holders.

(2) The trustees shall safeguard the rights of the debenture holders and, on behalf of and for the

benefit of the debenture holders, exercise the rights, powers and discretions conferred upon them by the

trust deed.

(3) Charges securing the debentures may be created in favour of the debenture holders by vesting

them in the trustees.

(4) A provision contained in a trust deed or in a contract with the holders of debentures secured by a

trust deed is void in so far as it would have the effect of exempting a trustee of the holders from, or

indemnifying the trustee against, liability for a breach of trust or failure to show the degree of care and

diligence required of the trustee as trustee having regard to the powers, authorities or discretions

conferred on the trustee by the trust deed.

(5) Subsection (4) shall not invalidate a release otherwise validly given in respect of anything done or

omitted to be done by a trustee on the agreement to that release, of a majority of not less than

three-fourths in value of the debenture holders present in person, or where proxies are permitted, by proxy

at a meeting summoned for the purpose.

(6) Despite any provisions in the debentures or trust deed the Court may, on the application of a

debenture holder or of the Registrar, remove a trustee and appoint another trustee in the place of the

removed trustee if satisfied that the first mentioned trustee has interests which conflict or may conflict


 

 

with those of the debenture holders or that for a sufficient reason it is desirable to remove that trustee.

 

(7) Where an application is made under subsection (6) by a debenture holder the Court may order the

applicant to give security for the payment of the costs of the trustee and may direct the hearing of the

application in chambers.

(8) Where a trustee dies or retires, the Registrar, at any time prior to the appointment of another

trustee in accordance with a provision to that effect in the trust deed, may appoint another trustee in the

place of the trustee who has died or retired.

93. Meetings of debenture holders

(1) The terms of any debentures or trust deed may provide for the convening of general meetings of

the debenture holders and for the passing, at those meetings, of resolutions binding on all the holders of

the debentures of the same class.

(2) Whether or not the debentures or trust deed contains the provisions referred to in subsection (1),

the Registrar may at any time direct a meeting of the debenture holders of a class to be held and

conducted in the manner that the Registrar thinks fit, to consider the matters which the Registrar or the

trustees, shall bring before the meeting, and may give the ancillary or consequential direction that the

Registrar thinks fit.

94. Re-issue of redeemed debentures

(1) Where, before or after the commencement of this Act, a company has redeemed a debenture

previously issued, the company may, subject to subsection (5), re-issue that debenture.

(2) The re-issue may be made either by re-issuing that debenture or by issuing another debenture in

place of the redeemed debenture.

(3) On re-issue the person entitled to the debenture shall have the same priority as if the debenture had

never been redeemed.

(4) The re-issue of a redeemed debenture shall be treated as the issue of a new debenture for the

purposes of stamp duty but not for any other purpose including a provision limiting the amount or number

of debentures to be issued.

(5) For the purposes of subsection (4), a person lending money on the security of a re-issued

debenture which appears to be duly stamped may give the debenture in evidence in any proceedings

without payment of the stamp duty or a penalty unless that person had notice, or with due diligence might

have discovered that the debenture was not duly stamped, but the company in either case is liable to pay

the proper stamp duty and penalty.

(6) The section does not entitle a company to re-issue a redeemed debenture if it has manifested its

intention that the debenture shall be cancelled or if re-issue is forbidden by a provision in the company’s

Regulations or in the debenture, trust deed or any other contract entered into by the company.

(7) Where a company has deposited any of its debentures to secure advances from time to time on

current account or otherwise, the debentures shall not be deemed to have been redeemed by reason of the

account of the company having ceased to be in debit while the debentures remained so deposited.

PART J

 

Transfer of Shares and Debentures

 


 

 

95. Restrictions on transferability of shares

(1) Except as expressly provided in the company’s Regulations shares are transferable without

restriction by a written transfer in common form.

(2) Subject to section 294, the company’s Regulations may impose restrictions on the transferability

of shares, including power for the directors to refuse to register a transfer and provisions for compulsory

acquisition or rights of first refusal in favour of other members or officers of the company.

(3) A restriction shall not be imposed under subsection (2) on the transferability of the shares after the

shares have been issued unless the holders of the shares consent in writing to the transfer.

(4) Despite subsection (1), a company may refuse to register a transfer of shares to a person who is an

infant or to a person found by a competent court in Ghana to be an infant or a person of unsound mind.

96. Register of debentures

(1) A company which issues or has issued debentures shall maintain a register of the holders of the

debentures.

(2) Subject to sections 103 to 106, the register of debenture holders shall be kept and maintained at

the address at which the register of members is kept and sections 32 to 36 shall apply, particularly

subsection (5) of section 32 regarding the giving of notice to the Registrar of the place where the register

is kept taking into consideration the details in the register of debentures.

97. Restrictions on transferability of debentures

(1) Except as expressly provided in the terms of any debentures, debentures are transferable without

restriction by a written transfer in common form and the transferee is entitled to the debenture and to the

moneys secured by the transfer without regard to any equities, set-off, or cross claim between the

company and the original or an intermediate holder.

(2) Subject to section 294, the terms of a debenture may impose restrictions on the transferability of

debentures including power for the company to refuse to register a transfer and provisions for compulsory

acquisition or rights of first refusal in favour of other debenture holders, or members or officers of the

company.

(3) Where a restriction is imposed on the right to transfer a debenture, notice of the restriction shall be

endorsed on the face of the debenture or debenture stock certificate and, in the absence of that

endorsement, the restriction is ineffective as regards a transferee for value whether or not that transferee

has notice of the restriction.

98. Registration of transfers

(1) Subject to sections 99 and 100, a notice of a trust, express, implied or constructive or of any

equitable, contingent, future, or partial interest in a share or debenture or a fractional part of a share or

debenture shall not be entered in the register of members or debenture holders or receivable by the

company.

(2) For the purposes of subsection (1), the company shall not be bound by, or be compelled in any

way to recognise, any other rights in respect of a share or debenture except an absolute right to the

entirety of the share or debenture in the registered holder; and accordingly until the name of the transferee

is entered in the register in respect of the share or debenture the transferor, so far as concerns the


 

 

company, remains the holder of the share or debenture.

 

(3) Despite anything contained in the Regulations of a company or in a contract, the company shall

not register a transfer of shares or debentures unless a proper instrument of transfer duly stamped, if

chargeable to stamp duty, has been delivered to the company.

(4) Subsection (3) does not prejudice a power of the company to register a person to whom the right

to any shares or debentures has been transmitted by operation of law.

(5) Unless otherwise provided in the company’s Regulations or the terms of the debenture, the

company may refuse to register a transfer unless it is accompanied by the appropriate share certificate,

debenture, or debenture stock certificate, or the company is bound to issue a renewal or copy of that

certificate in accordance with subsection (2) of section 53 or 82.

(6) Transfers may be lodged for registration either by the transferor or transferee.

(7) Where a company refuses to register a transfer, the company shall, within two months after the

date on which the transfer was lodged with the company, send to the transferee and transferor notice of

the refusal.

(8) Where a company defaults in complying with subsection (3) or (7) of this section, the company

and every officer of the company who is in default is liable to a fine not exceeding [five hundred penalty

units].

99. Transmission of shares or debentures by operation of law

(1) In the case of the death of a shareholder or debenture holder

(a) the survivor or survivors, where the deceased was a joint holder, and

(b) the legal personal representatives of the deceased, where the deceased was a sole holder or

last survivor of joint holders,

shall be the only persons recognised by the company as shareholders or debenture holders.

 

(2) A person on whom the ownership of a share or debenture devolves by reason of that person being

the legal personal representative, receiver, or trustee in bankruptcy of the holder, or by operation of law

may, on that evidence being produced as the company may properly require, be registered personally as

the holder of the share or debenture or transfer the same to some other person and the transfer shall be as

valid as if that person had been registered as a holder at the time of execution of the transfer.

(3) The company has the right to decline registration of a transfer under subsection (2) as it would

have had in the case of a transfer by the registered holder but does not have a right to refuse registration

personally of that person.

(4) A person on whom the ownership of a share or debenture devolves by reason of that person being

the legal personal representative, receiver, or trustee in bankruptcy of the holder, or by operation of law

shall, prior to registration of that person or a transferee, be entitled to the same dividends, interest and

other advantages as if that person were the registered holder and, in the case of a share, to the same rights

and remedies as if that person were a member of the company, but that person shall not, before being

registered as a member in respect of the share, be entitled to attend and vote at a meeting of the company.

(5) For the purposes of subsection (4), the company may at any time give notice requiring that person

to elect to be registered personally or to transfer the share or debenture and if the notice is not complied

with within ninety days, the company may suspend payment of the dividends, interest or other moneys

payable in respect of the share or debenture until the requirements of the notice have been complied with.


 

 

100. Protection of beneficiaries

(1) A person claiming to be interested in any shares or debentures or the dividends or interest on those

shares or debentures may protect the interest of that person by serving on the company concerned copies

of a notice and affidavit in accordance with the Rules of the High Court.

(2) Despite subsection (1) of section 98, the company shall enter on the register of members or

debenture holders, the fact that the notice has been served and shall not register a transfer or make a

payment or return in respect of the shares or debentures contrary to the terms of the notice until the

expiration of due notice to the claimant in accordance with the Rules.

(3) In the event of a default by the company in complying with this section the company shall

compensate a person injured by the default.

101. Certification of transfers

(1) Where the holder of any shares or of debenture stock wishes to transfer to a person part only of the

shares or stock represented by one or more certificates, the instrument of transfer together with the

relative certificates may be delivered to the company or to the registration officer of the company with a

request to certificate the instrument of transfer.

(2) If a company or its registration officer endorses on an instrument of transfer the words “certificate

lodged”, or words to the like effect, this shall be taken as a representation to anyone acting on the faith of

the certification that there has been produced to, and retained by, the company or the registration officer

the certificates as show a prima facie title to the shares or stock in the transferor named in the instrument

of transfer but not as a representation that the certificates are genuine or that the transferor has a title to

the shares or stock.

(3) Where a person acts on the faith of a false certification made by the company, the company is

liable to compensate that person for a loss suffered as a result of so acting.

(4) Where a person acts on the faith of a false certification made by the registration officer, the

company and the registration officer are jointly and severally liable to compensate that person for a loss

suffered as a result of so acting but the company is entitled to be indemnified by the registration officer.

(5) The certification is made by the company,

(a) if it bears the signature or initials, whether handwritten or not, of any of its officers for

whose act of signing it the company is liable under sections 139 to 143, or

(b) if it purports to bear the signature or initials, whether handwritten or not, of an officer of the

company and is issued by an officer of the company for whose act of issuing it the company

is liable under sections 139 to 143.

(6) The certification is made by the registration officer,

(a) if it bears the signature or initials, whether handwritten or not, of the registration officer or of

any officer, agent or servant of the registration officer having the authority to certificate

transfers of the company’s shares or debenture stock, or

(b) if it purports to bear the signature or initials, whether handwritten or not, of the registration

officer or any officer, agent or servant of the registration officer and when issued by the

registration officer or any officer, agent or servant of the registration officer having the

authority to issue certifications of transfers of the company’s shares or debenture stocks.


 

 

(7) For the purposes of subsections (5) and (6) the certifications are issued by a person if the

instrument of transfer bearing the certification is delivered or sent by that person to the transferor,

transferee or any other person named in the request for certification or is despatched to the transferor,

transferee or that other person with a covering letter bearing the signature or initials of that person

whether handwritten or not.

102. Company’s lien on shares

(1) A company may, by its Regulations, provide that it shall have a lien on any of its issued shares on

which there is an unpaid liability for the moneys, whether presently payable or not, called or payable at a

fixed time in respect of those shares, and the lien shall be an effective charge on the shares and the

dividends payable on the shares enforceable in the manner provided by the Regulations.

(2) Despite a provision in the Regulations, the company’s lien shall not extend to shares on which

there is no unpaid liability or to any sums of money due from the shareholder except in respect of the

unpaid liability on the shares.

PART K

 

Branch Registers

 

103. Power for company to keep branch register

(1) A company having shares may, if so authorised by its Regulations, cause to be kept in a country

outside the Republic a branch register of shareholders or debenture holders residing in that country or in

any other country outside the Republic.

(2) The company shall give to the Registrar notice of the situation of the office where a branch

register is kept, and of a change in its situation, and if it is discontinued, of its discontinuance.

(3) The notice shall be given within twenty-eight days of the opening of the office or of the change or

discontinuance.

(4) Where the company defaults in complying with subsections (2) and (3), the company and every

officer of the company who is in default is liable to a fine not exceeding twenty-five penalty units for

every day during which the default continues.

104. Regulations as to branch registers

(1) A branch register is a part of the company’s principal register of members or debenture holders.

(2) A branch register shall be kept in, and shall be opened for inspection in, the same manner in which

the principal register is, by sections 32 to 36 and 96 to 98 required to be kept, but the advertisement

before closing the branch register shall be inserted in a newspaper circulating in the district where the

branch register is kept.

(3) The company shall,

(a) transmit to its registration office a copy of every entry in its branch register as soon as may

be after the entry is made, and

(b) keep at the place where the company’s principal register is kept a duplicate of its branch

register duly entered up from time to time and that duplicate is, for the purposes of this Act, a


 

 

part of the principal register.

 

(4) Subject to this section with respect to the duplicate register, the shares or debentures registered in

a branch register shall be distinguished from those registered in the principal register, and a transaction

with respect to any shares or debentures registered in a branch register shall not, during the continuance

of that registration, be registered in any other register.

(5) A company may discontinue a branch register, and the entries in that register shall be transferred

to the principal register.

(6) Subject to this Act, a company may, by, its Regulations, make provisions that it thinks fit

respecting the keeping of branch registers.

(7) Where a company defaults in complying with subsection (3), the company and every officer of the

company who is in default is liable to a fine not exceeding [twenty-five penalty units] for each day during

which the default continues.

(8) Where the principal register is kept at the office of a person other than the company, and by reason

of a default of that person the company fails to comply with paragraph (b) of subsection (3), that person is

liable to the same penalty as if that person was an officer of the company who was in default.

105. Stamp duties in case of securities registered in branch registers

An instrument of transfer of a share or debenture registered in a branch register, is a transfer of

property situate out of the Republic, and, unless executed in a part of the Republic, shall be exempted

from a stamp duty chargeable in the Republic.

 

106. Provisions as to branch registers kept in Ghana

(1) If, by virtue of the law in force in a country, companies incorporated under that law have power to

keep in the Republic branch registers of their shareholders or debenture holders, the Minister may, by

legislative instrument, direct that sections 33 and 35 shall, subject to the modifications and adaptations

specified in the instrument, apply to and in relation to those branch registers kept in the Republic as they

apply to and in relation to registers of companies within the meaning of this Act.

(2) The Minister may, by legislative instrument, cancel or modify an instrument made under

subsection (1) of this section.

PART L

 

Registration of Particulars of Charges

 

107. Registration of particulars of charges created by companies

(1) A charge, other than a charge specified in subsection (4), created by a company after the

commencement of this Act is void so far as a security on the company’s property is conferred by that

charge, unless the particulars prescribed in this section together with the original or a certified copy of the

instrument by which the charge is created or evidenced, are delivered in the prescribed form to the

Registrar for registration within twenty-eight days after the date of its creation.

(2) For the purposes of subsection (1), “property” includes the undertaking of the company and the

unpaid liability on its shares.


 

 

(3) This section shall not prejudice a contract or an obligation for repayment of the money secured by

the contract or obligation and when a charge becomes void under this section the money secured by the

charge shall immediately become payable despite a provision to the contrary in a contract.

(4) This section shall not apply to a pledge of, or possessory lien on, goods, or to any charge, by way

of pledge, deposit, letter of hypothecation or trust receipt, of bills of lading, dock warrants or any other

documents of title to goods, or of bills of exchange, promissory notes or any other negotiable securities

for money.

(5) Subject to subsections (6) and (7) the particulars requiring delivery for registration under this

section are

(a) the date of creation of the charge,

(b) the nature of the charge,

(c) the amount secured by the charge, or the maximum sum of money deemed to be secured by

the charge in accordance with section 108,

(d) short particulars of the property charged,

(e) the persons entitled to the charge, and

(f) in the case of a floating charge, the nature of a restriction on the power of the company to

grant further charges ranking in priority to, or at the same rate with, the charge created by the

registration.

(6) Where a series of debentures containing, or giving by reference to any other instrument, a charge

to the benefit of which the debenture holders are entitled at the same rate, is created by the company, it

shall, for the purposes of this section, be sufficient if there are delivered to the Registrar within

twenty-eight days after the execution of the document containing the charge or, if there is no document

containing the charge after the execution of any debentures of the series, the following particulars,

namely,

(a) the dates of the resolutions authorising the issue of the series and the date of the covering

deed by which the security is created or defined,

(b) the total amount secured by the whole series,

(c) the names of the trustees, and

(d) the particulars specified in paragraphs (b), (d) and (f) of subsection (5) of this section,

together with the original or a certified copy of the deed creating the charge or, if there is no certified

copy of the deed, of the debentures of the series.

 

(7) For the purposes of subsections (1) and (6), a certified copy is a copy which has endorsed on that

copy a certificate to the effect that it is a true and complete copy of the original, under the seal of the

company or signed personally by a person interested in the copy otherwise than on behalf of the

company.

(8) Where the original is in any other language, the copy shall also contain a translation acceptable to

the Registrar similarly certified to the effect that it is an accurate translation of the original.

(9) This section does not affect the provisions of any other enactment relating to the registration of

charges.


 

 

108. Charges to secure fluctuating amounts

(1) Where a charge, particulars of which require registration under section 107, is expressed to secure

the sums of money due or to become due or some other uncertain or fluctuating amount, the particulars

required under paragraph (c) of subsection (5) of section 107 shall state the maximum sum deemed to be

secured by the charge, being the maximum sum covered by the stamp duty paid on the charge and the

charge is void, so far as a security on the company’s property is conferred by the registration, as respects

an excess over the stated maximum.

(2) For the purposes of subsection (1), if

(a) additional stamp duty is subsequently paid on the charge, and

(b) at any time after the payment, prior to the commencement of the winding up of the company

amended particulars of the charge stating the increased maximum sum deemed to be secured

by the charge, together with the original instrument by which the charge was created or

evidenced, are delivered to the Registrar for registration,

then, as from the date of the delivery the charge, if otherwise valid, shall be effective to the extent of the

increased maximum sum of money except as regards a person who, prior to the date of the delivery, has

acquired any proprietary rights in, or a fixed or floating charge on, the property subject to the charge.

 

109. Charges on property acquired

(1) When a company acquires a property which is subject to a charge of the kind that particulars of it

would, if it had been created by the company after the acquisition of the property, have been required to

be registered under section 107, the company shall deliver to the Registrar particulars of the charge

together with the document by which the charge was created or evidenced or a copy of that document,

certified as provided in subsections (7) and (8) of section 107, for registration within twenty-eight days

after the date on which the acquisition is completed.

(2) The particulars requiring registration under subsection (1) shall be those specified in subsection

(5) of section 107 with the addition of the date of the acquisition of the property by the company.

(3) Failure to comply with this section shall not affect the validity of the charge.

110. Existing charges

(1) Where, at the date of commencement of this Act, a company has property on which there is a

charge particulars of which would require registration if it had been created by the company after the date

of that commencement then, unless the charge has been discharged or the property has ceased to be held

by the company prior to the expiration of six months from the date of that commencement, the company

shall, within that time deliver to the Registrar particulars of the charge as prescribed by section 107 for

registration together with the document by which the charge was created or a copy of that document

certified as required by that section.

(2) An existing company shall prior to the expiration of six months from the commencement of this

Act, deliver to the Registrar for registration a statutory declaration made by a director and the secretary of

the company stating whether or not there are any charges on the company’s property of which particulars

require to be registered under subsection (1) and confirming that particulars of those charges have been

duly delivered to the Registrar for registration.

(3) Where a company defaults in complying with subsection (2), the company and every officer of the


 

 

company who is in default is liable to a fine not exceeding [twenty-five penalty units].

 

(4) Failure to comply with this section shall not affect the validity of the charge.

111. Duty of company to deliver particulars for registration

(1) A company shall send to the Registrar for registration the particulars required to be sent under

sections 107 to 110, but registration of the particulars of the charge may be effected on the application of

a person interested in the charge.

(2) Where registration is effected on the application of a person other than the company, that person is

entitled to recover from the company the amount of the fees payable to the Registrar on the registration.

(3) Where a company defaults in sending to the Registrar the particulars requiring registration as

required by this section, then, unless the particulars have been duly delivered for registration by any other

person, the company and every officer of the company who is in default is liable to a fine not exceeding

[five hundred penalty units].

112. Register of particulars of charges

(1) The Registrar shall keep, with respect to each company, a register of the particulars duly delivered

pursuant to sections 107 to 110 and shall enter the particulars in the register.

(2) The Registrar shall give a certificate personally signed by the Registrar of the registration of

particulars of a charge registered in pursuance of sections 107 to 110 and the certificate is conclusive

evidence, except in favour of the company or of any other person who has delivered false or incomplete

particulars or an incorrect copy of a document, that the requirements of sections 107 to 110 have been

complied with.

(3) In the case of a charge of the type referred to in section 108 the certificate shall state the maximum

sum of money deemed to be secured by the charge.

(4) The original or certified copy instrument of the charge delivered with the particulars shall not be

registered or retained by the Registrar.

113. Endorsement of registration on debentures of a series

(1) A company shall cause to be endorsed on every debenture, forming one of a series of debentures,

or certificate of debenture stock which is issued by the company and the payment of which is secured by a

charge, particulars of which are registered under sections 107 to 110

(a) a copy of the certificate of registration, or

(b) a statement that registration has been effected and the date of registration.

(2) Subsection (1) shall not be construed as requiring to be so endorsed a debenture or certificate or

debenture stock issued by the company before the charge was created or before the commencement of this

Act.

(3) A person who knowingly authorises or permits the delivery of a debenture or certificate of

debenture stock which is required to be endorsed under this section and which is not so endorsed is liable

to a fine not exceeding [fifty penalty units].

(4) A person who

(a) endorses or causes to be endorsed on a debenture or certificate of debenture stock a


 

 

purported copy of a certificate of registration or statement that registration has been effected

which that person knows to be false in a material particular, or

 

(b) authorises or permits the delivery of a debenture or certificate of debenture stock bearing an

endorsement purporting to be a copy of a certificate of registration or statement that

registration has been effected which that person knows to be false in a material particular,

commits an offence and is liable on conviction to a term of imprisonment not exceeding five years or to a

fine not exceeding one thousand penalty units or to both the imprisonment and the fine.

 

114. Entry of satisfaction on discharge

The Registrar, on application in the prescribed form and on satisfactory evidence being given with

respect to a charge of which particulars have been registered,

 

(a) that the debt for which the charge was given has been paid or satisfied in whole or in part, or

(b) that the whole or part of the property charged has been released from the charge or has

ceased to form part of the company’s property or undertaking,

shall enter on the register a memorandum of satisfaction in whole or in part, or of the fact that the whole

or part of the property has been released from the charge or has ceased to be part of the company’s

property and where the Registrar enters a memorandum of satisfaction in whole the Registrar shall, if

required, furnish the company with a copy of the memorandum.

 

115. Rectification of register of particulars of charges

(1) The Court, on being satisfied

(a) that the omission to register particulars of a charge within the time required by this Act, or

(b) that the omission or mis-statement of any particulars with respect to a charge or in a

memorandum of satisfaction was accidental, or due to inadvertence or to some other

sufficient cause, or is not of a nature to prejudice the position of creditors or members of the

company, or

(c) that on other grounds it is just and equitable to grant relief,

may, on the application of the company or a person interested, and on the terms that seem to the Court

just and expedient, order that the time for registration shall be extended, or that the omission or

mis-statement shall be corrected.

 

(2) When the Court grants an extension of time for registration the charge shall not, unless the Court

otherwise orders, adversely affect a person who, prior to the date of actual registration of particulars of

the charge, has acquired any proprietary rights in, or a fixed or floating charge on, the property subject to

the charge, and shall be ineffective against the liquidator and any creditors of the company if the winding

up of the company commences before the date of actual registration.

116. Registration of enforcement of security

(1) If a person obtains an order for the appointment of a receiver of a property of a company, or

appoints a receiver or enters into possession of the property under a power contained in a charge, notice

of the fact in the prescribed form shall, within ten days from the date of the order, appointment or entry

into possession, be given to the Registrar who shall enter the fact in the register of the particulars of

charges relating to that company.


 

 

(2) If default is made in giving the notice required under subsection (1), the receiver, the person

entering into possession, the company, or an officer of the company who is in default is liable to a fine

not exceeding [twenty-five penalty units] for every day during which the default continues.

(3) Where a person appointed receiver of the property of the company ceases to act as receiver or

where a person having entered into possession goes out of possession, that person shall, within ten days

of so ceasing to act or to remain in possession, give notice to that effect in the prescribed form to the

Registrar who shall enter the notice in the register of particulars of charges.

(4) A person who defaults in complying with the requirements of subsection (3) is liable to a fine not

exceeding [twenty-five penalty units] for every day during which the default continues.

(5) The Registrar shall publish a copy of a notice given under this section in the Gazette.

117. Copies of charges to be kept by company

(1) A company shall keep a copy of every instrument creating a charge of which particulars require to

be registered under sections 107 to 110 at the registered office of the company and at any other office in

the Republic at which its register of debenture holders is kept; but in the case of a series of uniform

debentures, a copy of one debenture of the series shall be sufficient.

(2) The copies shall be open to inspection during usual business hours, subject to the reasonable

restrictions that the company in general meeting may impose.

(3) For the purposes of subsection (2), not less than two hours in each day, other than a Saturday, a

Sunday and a public holiday, shall be allowed for inspection

(a) by a member or creditor of the company without fee, and

(b) by any other person on payment of a fee, not exceeding [ten thousand cedis] for each

inspection, that the company may prescribe.

(4) Where a company defaults in complying with subsection (1) or if inspection of the copies is

refused, the company and every officer of the company who is in default is liable to a fine not exceeding

[five hundred penalty units] and in the event of refusal the Court may by order compel an immediate

inspection of the copies.

118. Registration constituting notice

The registration of particulars under sections 107 to 118 constitutes actual notice of those particulars,

but not of the contents of a document referred to in or delivered with, the particulars to all persons and for

all purposes as from the date of registration.

 

PART M

 

Registered Office, Publication of Name and Annual Returns

 

119. Registered office

(1) A company shall, as from the date when it commences to carry on business or as from the

twenty-eighth day after the date of its incorporation, whichever is the earlier, have a registered office in

Ghana with a post office box to which all communications and notices to the company may be addressed.

(2) Where a company defaults in complying with subsection (1), the company and every officer of the


 

 

company who is in default is liable to a fine not exceeding [twenty-five penalty units] for every day

during which the default continues.

 

120. Notice of situation of registered office

(1) Notice of the situation of the original registered office of the company and of the number of its

post office box shall be given to the Registrar for registration in accordance with section 27.

(2) If the return referred to in section 27 is not delivered to the Registrar for registration within

twenty-eight days after the date of the company’s incorporation, notice of the situation of the registered

office and of the number of its post office box shall be given in the prescribed form to the Registrar for

registration.

(3) Notice of a change in the situation of the registered office or of the number of its post office box

shall be given in the prescribed form to the Registrar for registration within twenty-eight days of the

change.

(4) If the notice given to the Registrar by an existing company prior to the commencement of this Act

pursuant to section 52 of the Companies Ordinance (Cap. 193) has not given both the situation of the

company’s registered office and the number of its post office box, an amended notice in the prescribed

form shall be given to the Registrar for registration within twenty-eight days of the commencement of this

Act.10(11)

(5) The inclusion in the annual return referred to in section 122 of a statement as to the situation of the

company’s registered office and the number of its post office box shall not be taken to satisfy the

obligation imposed by this section.

(6) Where a company defaults in complying with subsection (2), (3) or (4) of this section the

company and every officer of the company who is in default is liable to a fine not exceeding [twenty-five

penalty units] for every day during which the default continues.

121. Publication of name of company

(1) A company shall

(a) paint or affix, and keep painted or affixed, its name on the outside of its registered office and

of every office or place in which its business is carried on, in a conspicuous position in

letters easily legible, and

(b) have its name engraved in legible characters on its seal, and

(c) have its name accurately mentioned in legible characters at the head of all business letters,

invoices, receipts, notices, or any other publications of the company and in the negotiable

instruments or orders for money, goods or services purporting to be signed or endorsed by or

on behalf of the company.

(2) Where a company defaults in complying with subsection (1), the company and every officer of the

company who is in default is liable to a fine not exceeding [two hundred and fifty penalty units].

(3) Where an officer of the company or a person purporting to act on its behalf uses or authorises the

use of a seal purporting to be a seal of the company on which the name is not engraved as required by

subsection (1) that officer is liable to a fine not exceeding [two hundred and fifty penalty units].

(4) Where an officer of the company or any other person signs or endorses or authorises the signing or

endorsement on behalf of the company of a negotiable instrument or order for money, goods or services


 

 

in which the name of the company is not accurately mentioned in accordance with paragraph (c) of

subsection (1), that officer or person is personally liable to discharge the obligation thereby incurred

unless it is duly discharged by the company or otherwise, but without prejudice to a right of indemnity

which that person may have against the company or any other person.

 

(5) The use of the abbreviation “Ltd.” instead of “Limited” is not a breach of this section.

122. Annual return

(1) A company shall, once at least in every year, deliver to the Registrar for registration an annual

return including particulars of every member of the company, and in the form and relating to the matters

prescribed in the Third Schedule.

(2) A company need not make a return under subsection (1),

(a) in the year of its incorporation, or

(b) in a year ending less than eighteen months after the date of its incorporation, so long as it

makes a return within forty-two days after the first despatch to its members and debenture

holders of the statements, accounts, and reports referred to in section 124.

(3) The annual return shall be completed and made within forty-two days of the date on which the

statements, accounts, and reports of the company are sent to the members and debenture holders pursuant

to section 124, and shall be signed by a director and the secretary of the company.

(4) The return shall state the position as at the date of the annual general meeting of the company or,

if the holding of an annual general meeting is waived in accordance with subsection (3) of section 149, at

the twenty-first day after the despatch of the documents referred to in subsection (2) of this section.

(5) The Registrar, after registering the annual return, shall publish in the Gazette a notice that the

annual return in respect of the company has been registered.

(6) In the case of a private company, the annual return shall be accompanied by the documents

specified in section 269 and in the case of a public company by the documents specified in section 295.

(7) Where a company defaults in complying with this section, the company and every officer of the

company who is in default is liable to a fine not exceeding [twenty-five penalty units] for every day

during which the default continues.

PART N

 

Accounts and Audit

 

123. Keeping of books of account

(1) A company shall keep proper books of account with respect to its financial position and changes

in the books of account, and with respect to the control of and accounting for property acquired whether

for resale or for use in the company’s business, and, in particular with respect to,

(a) the sums of money received and expended by, or on behalf of, the company and the matters

in respect of which the receipt and expenditure takes place, and

(b) the sales and purchases by the company of property, goods and services, and

(c) the assets and liabilities of the company and the interests of the members in the company.


 

 

(2) For the purposes of subsection (1), books of account which do not give a true and fair view of the

state of the company’s affairs and are not necessary for the preparation of the proper profit and loss

accounts and balance sheets in accordance with sections 125 to 131 are not proper books of account.

(3) The books of account may be kept by making entries in bound volumes, or, subject to compliance

with subsections (2) and (3) of section 264, by a system of mechanical recording, or otherwise.

(4) The books of account shall be kept at the registered office of the company or at any other place

that the directors consider fit, and shall be open during normal business hours to inspection by the

directors, secretary and auditors of the company.

124. Circulation of profit and loss account, balance sheet and reports

(1) The directors of a company shall, at a date not later than eighteen months after the incorporation

of the company and subsequently once at least in every calendar year at intervals of not more than fifteen

months, prepare and send to every member of the company and to every holder of debentures of the

company a copy of each of,

(a) a profit and loss account and balance sheet prepared and signed in accordance with sections

125 to 131, and

(b) a report by the directors in accordance with section 132, and

(c) a report by the auditors in accordance with section 133.

(2) Subsection (1) does not require a copy of the documents to be sent to a member or debenture

holder of whose address the company is unaware, but that member or debenture holder is entitled to be

furnished on demand without charge with a copy of the last of the profit and loss accounts and balance

sheets and directors’ and auditors’ reports.

(3) Unless the holding of an annual general meeting is duly waived by the members in accordance

with subsection (3) of section 149, the documents referred to in subsection (1) of this section shall be laid

before the company in general meeting.

(4) The Registrar may for good reason, extend the periods of eighteen months and fifteen months

referred to in subsection (1) of this section and, in the circumstances referred to in subsection (11) of

section 127, may waive the requirements of this section in respect of a calendar year.

125. Profit and loss account

(1) The profit and loss account referred to in paragraph (a) of subsection (1) of section 124 shall, in

the case of the first account since the incorporation of the company, cover the period since the

incorporation of the company and, in any other case, cover the period since the preceding account and

shall be made up to a date not earlier by more than nine months from the date on which it is to be sent to

members and debenture holders pursuant to section 124.

(2) For the purposes of subsection (1),

(a) in the case of an existing company which has not previously prepared a profit and loss

account and which was not required under its Regulations to prepare one, the first account

need not cover a period commencing earlier than the date of commencement of this Act;

(b) the Registrar may for a good reason extend the period of nine months.

(3) The date to which the profit and loss account is to be made up in accordance with subsection (1) of


 

 

this section is the end of the company’s financial year.

 

(4) The profit and loss account shall, subject to subsection (5) of section 127, relating to consolidated

profit and loss account,

(a) give a true and fair view of the profit or loss of the company for the period to which it

relates, and

(b) comply with the requirements of sections 127 to 131 and Part One of the Fourth Schedule.

(5) The Registrar may, on the application or with the consent of the company’s directors, modify in

relation to that company any of the requirements in Part One of the Fourth Schedule for the purpose of

adapting them to the circumstances of the company, but a modification shall not derogate from the

obligation imposed by paragraph (a) of subsection (4) of this section to give a true and fair view of the

profit or loss of the company.

126.

Balance sheet

(1) The balance sheet referred to in paragraph (a) of subsection (1) of section 124 shall give a true and

fair view of the state of affairs of the company as at the end of the company’s financial year and shall

comply with the requirements of sections 127 to 131 and Part Two of the Fourth Schedule.

(2) The Registrar may, on the application or with the consent of the company’s directors, modify any

of the requirements in Part Two of the Fourth Schedule for the purpose of adapting them to the

circumstances of the company, but a modification shall not derogate from the obligation imposed by

subsection (1) of this section to give a true and fair view of the state of affairs of the company.

127.

Group accounts

(1) This section shall apply where, at the end of the company’s financial year, a company has

subsidiaries.

(2) Accounts and statements dealing with the profit or loss and the state of affairs of the company and

the subsidiaries, that is to say, the group accounts, shall, subject to subsection (3) of this section, be sent

to the members and debenture holders of the company with the company’s own profit and loss account

and balance sheet pursuant to section 124.

(3)

Despite a provision of subsection (2),

(a) group accounts shall not be required where the company at the end of the company’s

financial year is the wholly owned subsidiary of another company;

(b) subject to the approval of the Registrar, group accounts need not deal with a subsidiary of the

company if the company’s directors are of opinion that,

(i)

it is impracticable or would be of no real value to the members and debenture holders

of the company in view of the insignificance of the amount involved; or

(ii) it would involve expense or delay out of proportion to the value to members and

debenture holders of the company; or

(iii)

the result would be misleading or harmful to the business of the company or any of its

subsidiaries; or

(iv) the business of the holding company and that of the subsidiaries are so different that

they cannot reasonably be treated as a single undertaking.


 

 

(4) Subject to subsection (5), the group accounts shall be consolidated accounts comprising,

(a) a consolidated profit and loss account dealing with the profit or loss of the company and all

subsidiaries to be dealt with in the group accounts, and

(b) a consolidated balance sheet dealing with the state of affairs of the company and those

subsidiaries.

(5) Where the company’s directors are of the opinion that it is better for the purpose of presenting the

same or equivalent information in a form which may be more readily appreciated by the members and

debenture holders, the group accounts may be prepared in a form other than that required by subsection

(4), and, in particular, may consist

(a) of more than one set of consolidated accounts dealing respectively with the company and

various groups of subsidiaries, or

(b) of separate accounts, dealing with each of the subsidiaries, attached to the company’s

accounts, or

(c) of statements expanding the information about the subsidiaries in the company’s own

accounts, or

(d) any combination of those forms.

(6) The group profit and loss account may be wholly or partly incorporated in the company’s own

profit and loss account and a consolidated profit and loss account dealing with the company and all or any

of its subsidiaries shall be deemed to be a profit and loss account of the company complying with

subsection (4) of section 125 so long as it complies with the requirements of this section and shows how

much of the consolidated profit or loss for the financial year is dealt with in the accounts of the company.

(7) The group accounts shall give a true and fair view of the profit or loss and of the state of affairs of

the company and the subsidiaries dealt with by the group accounts as a whole, so far as concerns the

interest of the company.

(8) The accounts of the company and the group accounts, shall comply with the requirements of Part

Three of the Fourth Schedule.

(9) The Registrar may, on the application or with the consent of the company’s directors modify in

relation to that company any of the requirements in Part Three of the Fourth Schedule for the purpose of

adapting them to the circumstances of the company but a modification shall not derogate from the

obligation imposed by subsection (7) of this section to give a true and fair view of the profit or loss and

the state of affairs of the company and the subsidiaries as a whole, so far as concerns the interests of the

company.

(10) A holding company’s directors shall secure that, except where in their opinion there are good

reasons against it, in which case their reasons shall be stated in a note on the company’s accounts, the

financial year of each of its subsidiaries shall coincide with the company’s own financial year, and the

group accounts shall deal with the affairs of the holding company and the subsidiaries for the same

financial year.

(11) Where it appears to the Registrar desirable for a holding company or subsidiary company to

extend its financial year so that the subsidiary’s financial year may end with that of the holding company,

and for that purpose to postpone the despatch of the accounts and reports referred to in section 124 from

one calendar year to another, the Registrar may direct that the despatch of the accounts by one or other of

these companies shall not be required in the earlier of the calendar years.


 

 

(12) Where the financial year of a subsidiary does not coincide with that of the holding company the

group accounts shall, unless the Registrar otherwise directs, deal with the subsidiary’s profit or loss for,

and the state of affairs as the end of, its financial year ending last before that of the holding company.

128. Particulars of directors’ emoluments and pensions

(1) In a note to the accounts of a company there shall be shown in accordance with this section, the

following information in so far as it is contained in the company’s books or papers or the company has

obtained the information from the persons concerned or has the right to obtain it under section 130,

namely,

(a) the aggregate amount of the directors’ emoluments,

(b) the aggregate amount of the directors’ or past directors’ pensions, and

(c) the aggregate amount of the compensation to directors or past directors in respect of loss of

office.

(2) The amount to be shown under paragraph (a) of subsection (1) shall include fees, salaries and

percentages, expense allowances, contributions paid under a pension scheme, and the estimated value of

benefits in kind except benefits of the character and value that are customarily afforded to employees

other than directors, paid to, or receivable by, a director in respect of the director’s services as an officer

of the company or an associated company.

(3) The amount to be shown under paragraph (b) of subsection (1) shall include a pension paid or

receivable in respect of services as a director or past director of the company, or in respect of services,

while a director of the company, in connection with the management, or as an officer of the company or

an associated company, whether that pension is paid to, or receivable by, the director or past director or

any other person.

(4) For the purposes of subsection (3), it shall not be necessary to include a pension paid or receivable

under a pension scheme where the contributions are substantially adequate for the maintenance of the

scheme.

(5) The amount to be shown under paragraph (c) of subsection (1) shall include any sums of money

paid to or receivable by, a director or past director by way of compensation for the loss of office as

director of the company or for the loss, while a director of the company, or in connection with that person

ceasing to be a director of the company, of any other office in the company or of an office in an

associated company; and a sum of money and the value of any other valuable consideration paid or

receivable in connection with retirement from office or as damages for breach of contract of service, shall

be deemed to be paid or receivable by way of compensation for loss of office.

(6) The amounts to be shown under each paragraph of subsection (1) shall include the relevant sums

paid by, or receivable from, the company or any other person.

(7) The amounts to be shown under this section for a financial year shall be the sums receivable in

respect of that year whenever paid or, in the case of sums not receivable in respect of a period, the sums

paid during that year.

(8) For the purposes of subsection (7), the sums of money paid in advance of the financial year to

which they are expressed to relate shall be shown in the accounts for the financial year in which they are

paid.

(9) Where it is necessary to do so for the purposes of making a distinction required by this section, the

directors may apportion, in a manner that they think appropriate, the payments between the matters in


 

 

respect of which they have been paid or are receivable.

 

129. Particulars of amounts due from officers

(1) In a note to the accounts of a company there shall, subject to this section, be separately shown,

(a) the aggregate amount of the sums of money due to the company or an associated company at

the end of the company’s financial year from officers of the company or an associated

company, and

(b) the maximum amount of the sums of money due to the company and the associated

companies at any time during the company’s financial year from officers of the company or

an associated company.

(2) Where the company or an associated company gives a guarantee or security to a person in respect

of an indebtedness of an officer of the company or an associated company, the amount guaranteed or in

respect of which the security was given shall be included in the amounts to be shown under subsection

(1).

(3) Despite subsections (1) and (2), the following shall not require to be separately shown, namely,

(a) an indebtedness incurred as a result of a transaction in the ordinary course of business by the

company or an associated company unless the indebtedness has not been discharged within

three months from the day of the transaction;

(b) a loan made in the ordinary course of business by a company, the ordinary business of which

includes the lending of money;

(c) a loan made by the company or an associated company to an officer of the company or

associated company if the loan does not exceed [twenty million cedis] or two percent of the

stated capital of the company concerned, whichever is the less, and is certified by the

directors of the company concerned to have been made in accordance with a practice

adopted, or about to be adopted, by that company with respect to loans to those employees.

(4) Paragraphs (b) and (c) of subsection (3) shall not include a loan made by a company under a

guarantee from or on security provided by an associated company.

(5) References in this section to an associated company shall be taken as referring to a company

which is an associated company at the end of the company’s financial year, whether or not an associated

company at the date of the transaction concerned.

(6) This section does not derogate from section 301 prohibiting loans by public companies to their

directors or directors of their associated companies.

130. Provisions supplemental to sections 123 to 129

(1) A reference in this Act to a profit and loss account or balance sheet or to the accounts of a

company, include the notes on those accounts and a document annexed to those accounts giving

information which is required by this Act.

(2) A reference in this Act to a profit and loss account shall be taken, in the case of a company limited

by guarantee or any other company not trading for profit, as referring to its income and expenditure

account, and references to profit and loss and to a consolidated profit and loss account shall be construed

accordingly.

(3) Where a person, who is a director of a company, fails to take the reasonable steps necessary to


 

 

secure compliance with sections 123 to 129 that person is, in respect of each offence, liable to a term of

imprisonment not exceeding two years or to a fine not exceeding five hundred penalty units or to both the

imprisonment and the fine.

 

(4) For the purposes of subsection (3),

(a) in proceedings against a person for an offence that person may, as a defence prove that that

person had reasonable cause to believe, and did believe, that a competent and reliable person

was charged with the duty of seeing that those provisions were complied with and was in a

position to discharge that duty; and

(b) a person shall not be sentenced to imprisonment for that offence unless the Court finds that

the offence was committed wilfully.

(5) A director and former director of the company shall give notice in writing to the company of the

matters relating to that director or former director that may be necessary to enable the company to comply

with sections 128 and 129; and if notice is given the director or former director shall secure that it is

brought up and read at the next meeting of the directors after it is given.

(6) It shall not be necessary for a person under subsection (5) to give written notice of loans,

guarantees or securities made or given by the company itself.

(7) A person who defaults in complying with subsection (5) is liable to a fine not exceeding [two

hundred and fifty penalty units].

(8) A company shall give the written notice to an associated company relating to a transaction entered

into by the first named company that may be necessary to enable the associated company to comply with

section 128 and 129.

(9) Where a company defaults in complying with subsection (8) the company and every officer of the

company, who is in default is liable to a fine not exceeding [two hundred and fifty penalty units].

131. Signing and publication of accounts

(1) A company shall not issue, publish or circulate a copy of a profit and loss account or balance sheet

unless,

(a) the company attaches to that account or balance sheet a copy of each of the other documents

referred to in paragraphs (a), (b) and (c) of subsection (1) of section 124 and of any group

accounts required under section 127, and

(b) the accounts and balance sheet have been approved by the board of directors and, after that

approval, signed on their behalf by two directors.

(2) Subsection (1) shall not prohibit the publication of,

(a) a fair and accurate summary of a profit and loss account and balance sheet and the auditors’

report on that account and balance sheet after the profit and loss account and balance sheet

have been approved by, and signed on behalf of, the board of directors;

(b) a fair and accurate summary of the profit or loss figures for part of the company’s financial

year.

(3) In the event of a breach of subsection (1) the company and every officer of the company who is in

default is liable to a fine not exceeding [one hundred and fifty penalty units].


 

 

132. Directors’ report

(1) The report of the directors referred to in paragraph (b) of subsection (1) of section 124 shall

consist of a report by the directors on the state of the company’s affairs, and, if the company is a holding

company, on the state of affairs of the company and its subsidiaries as a group, and the amount which

they recommended shall be paid by way of dividend.

(2) The report shall be approved by the board of directors and signed on behalf of the board by two

directors.

(3) The report shall deal, so far as is material for the appreciation of the state of the company’s affairs,

with a change during the financial year in the nature of the business of the company or of the company’s

associated companies, or in the classes of business in which the company has an interest, whether as

member of another company or otherwise.

(4) The report shall contain a list of bodies corporate in relation to which is fulfilled at the end of the

company’s financial year, the condition that

(a) the body corporate is a subsidiary of the company, or

(b) although the body corporate is not a subsidiary of the company, the company is beneficially

entitled to equity shares of the body corporate conferring the right to exercise more than

twenty-five percent of the votes exercisable at a general meeting of the body corporate.

(5) The list referred to in subsection (4) shall distinguish between bodies corporate falling within

paragraph (a) and paragraph (b) of that subsection and shall state as regards each company,

(a) its name,

(b) its country of incorporation, and

(c) the nature of the business carried on by it.

(6) If the company is, at the end of its financial year, the subsidiary of another, the report shall also

state the name and country of incorporation of its holding company.

(7) If, on application made by the directors, the Registrar is satisfied that mention of any of the

matters referred to in subsections (3), (4), (5) and (6) would be harmful to the business of the company or

any of its associated companies, the Registrar may direct that the matter need not be mentioned in the

report of a financial year.

(8) A director who fails to take the reasonable steps necessary to comply with this section is liable to a

fine not exceeding [two hundred and fifty penalty units].

133. Auditors’ report

(1) The report by the auditors referred to in paragraph (c) of subsection (1) of section 124, shall

consist of a report, addressed to the members of the company, by an auditor or auditors duly qualified and

appointed as auditors of the company in accordance with section 134, on the books of account of the

company, and on every balance sheet, profit and loss account, and the group accounts to be sent to the

members and debenture holders of the company in accordance with sections 124 and 127 and shall

contain statements as to the matters mentioned in the Fifth Schedule.

(2) If, in the case of any accounts, any of the particulars required to be shown under sections 128 and

129 are not shown, the report, in addition to stating that the accounts do not give the information required


 

 

by this Act, shall contain a statement giving the required particulars so far as the auditors are reasonably

ably to do so.

 

(3) The report shall be open to inspection by a member or debenture holder of the company at the

registered office of the company during usual business hours and shall be read at an annual general

meeting of the company held within three months after it is sent to members and debenture holders in

accordance with section 124.

134. Appointment and remuneration of auditors

(1) A person shall not be appointed as auditor of a company unless, that person

(a) has, prior to the appointment, consented in writing to be appointed, and

(b) is duly qualified in accordance with section 270, if appointed as auditor of a private

company, or section 296, if appointed as auditor of a public company.

(2) A partnership firm may be appointed, in the name of the firm, as auditors of a company, but,

whether or not that firm is a body corporate, the appointment shall be deemed to be an appointment of the

partners of the firm who, at the time of the appointment, are duly qualified.

(3) The first auditors of a company incorporated after the commencement of this Act shall be

appointed within three months of the incorporation of the company or prior to the delivery to the

Registrar of the particulars required under section 27, and every existing company shall, unless it already

has duly qualified auditors, appoint auditors within three months after the commencement of this

Act.11(12)

(4) Despite a contrary provision in the company’s Regulations, auditors shall be appointed by

ordinary resolution of the company and not otherwise.

(5) For the purposes of subsection (4),

(a) the directors may appoint the first auditors of a company and may fill a casual vacancy in the

office of auditor;

(b) if a company does not have an auditor for a continuous period of three months the Registrar

may appoint auditors.

(6) An existing auditor shall continue in office until,

(a) that auditor ceases to be qualified for appointment, or

(b) that auditor resigns from office by notice in writing to the company, or

(c) an ordinary resolution is duly passed at an annual general meeting in accordance with section

135 removing that auditor from office or appointing any other person in place of that auditor

as from the conclusion of the annual general meeting;

and when a casual vacancy occurs in the office of auditor the surviving or continuing auditor or auditors

may act.

 

(7) Notice of the names and addresses of the first auditors of a company incorporated after the

commencement of this Act shall be given to the Registrar in accordance with section 27.

(8) Within three months after the commencement of this Act an existing company shall give notice in

the prescribed form to the Registrar for registration of the names and addresses of its auditors.12(13)

(9) Within twenty-eight days after the occurrence of a change in the auditors of a company, the


 

 

company shall give notice of the change in the prescribed form to the Registrar for registration.

 

(10) A company shall give notice to the Registrar if at any time after the commencement of this Act a

continuous period of three months has elapsed without the company having a duly qualified auditor.

(11) The remuneration of the auditors,

(a) in the case of an auditor appointed by the directors or by the Registrar, may be fixed by the

directors or the Registrar, for the period expiring at the conclusion of the next annual general

meeting of the company;

(b) subject to paragraph (a), shall be fixed by an ordinary resolution of the company or in a

manner that the company by ordinary resolution may determine.

(12) For the purposes of subsection (11), the sums of money paid or payable by the company in

respect of the auditors’ expenses shall be included in the expression “remuneration”.

(13) Where a company commits a breach of a provision of this section or describes as auditor of the

company a person who has not been duly appointed, the company and an officer of the company who is

in default is liable to a fine not exceeding [two hundred and fifty penalty units].

(14) For the purposes of subsections (7), (8) and (9)

(a) where a partnership firm has appointed auditors in the name of the firm, the firm name and

business address shall be given to the Registrar, and

(b) a change in the constitution of the firm or of the partners in the firm who are auditors of the

company is not a change in the auditors.

135. Removal of auditors

(1) A resolution to remove an auditor or to appoint any other person in the place of that auditor shall

not be effective unless,

(a) it is passed at an annual general meeting of the company,

(b) written notice has been given to the company of the intention to move it not less than

thirty-five days before the annual general meeting at which it is to be moved and on its

receipt the company has forthwith sent a copy of the resolution to the auditor concerned, and

(c) the company has given its members notice of the resolution at the same time and in the same

manner as it gives notice of the meeting or, if that is not practicable, has given them notice of

the resolution in the same manner as notices of meetings are required to be given not less

than twenty-one days before the meeting.

(2) For the purposes of subsection (1),

(a) if, after notice of the intention to move the resolution is given to the company, an annual

general meeting is called for a date thirty-five days or less after the notice has been given to

the company, the notice shall be deemed to have been properly given;

(b) in the case of a resolution to remove an auditor appointed by the directors in accordance with

subsection (4) of section 134 or to appoint any other person in place of an auditor so

appointed, subsection (1) shall have effect with the substitution of fourteen days for

thirty-five days in paragraph (b) and seven days for twenty-one days in paragraph (c).

(3) The auditor concerned is entitled,


 

 

(a) to be heard on the resolution at the meeting, and

(b) to send to the company a written statement, copies of which the company shall send with

every notice of the annual general meeting or, if the statement is received too late, shall

forthwith circulate to every person entitled under section 154 to notice of the meeting in the

same manner as notices of meetings are required to be given.

(4) The company need not send or circulate the statement under paragraph (b) of subsection (3),

(a) if it is received by the company less than seven days before the meeting, or

(b) if the Court, on application made by the company or any other person who claims to be

aggrieved, so orders on being satisfied that the statement is unreasonably long or that the

rights conferred by this section are being abused to secure needless publicity for defamatory

matter; and the Court may order the costs of the applicant to be paid in whole or in part by

the auditor although the auditor is not a party to the application.

(5) Without prejudice to the auditor’s right to be heard orally on the resolution, the auditor may,

unless the Court makes an order under the subsection (4), also require that the written statement by the

auditor is read to the meeting.

(6) If the resolution is passed it shall not take effect until the conclusion of the annual general

meeting.

136. Functions of auditors

(1) The auditors of a company while acting in the performance of their functions under this Act are

not officers or agents of the company, but

(a) shall stand in a fiduciary relationship to the members of the company as a whole, and

(b) shall act in a manner that faithful, diligent, careful, and ordinarily skilful auditors would act

in the circumstances.

(2) A provision, whether contained in the Regulations of a company, or in a contract, or in a

resolution of a company, shall not relieve an auditor

(a) from the duty to act in accordance with subsection (1), or

(b) from a liability incurred as a result of a breach of that duty.

(3) An auditor shall have a right of access at all times to the books and accounts and vouchers of the

company and is entitled to require from the officers of the company the information and explanation that

the auditor thinks necessary for the performance of the auditor’s functions.

(4) The auditors of a company are entitled

(a) to attend a general meeting of the company, and

(b) to receive the notices of, and other communications relating to, a general meeting, and

(c) to be heard at a general meeting on any part of the business of the meeting which concerns

them as auditors.

(5) The auditors of a company may apply to the Court for directions in relation to a matter arising in

connection with the performance of their functions under this Act; and on that application the Court may

give the directions that the Court thinks just; and unless the Court otherwise directs the costs of the

application shall be paid by the company.


 

 

(6) Before accepting appointment as auditor of a company the auditor shall communicate with the

retiring auditor and invite the retiring auditor to make representations and supply information about the

company which the retiring auditor may care to make and supply.

(7) The auditors, in addition to their statutory functions to the members under subsection (1) may,

under the terms of their contract with the company, expressly or impliedly undertake obligations to the

company in relation to the detection of defalcations, and advice on accounting, costing, taxation, raising

of finance and other matters.

PART O

 

Acts by or on Behalf of the Company

 

137. Division of powers between general meeting and board of directors

(1) A company shall act through its members in general meeting or its board of directors or through

officers or agents, appointed by, or under authority derived from the members in general meeting or the

board of directors.

(2) Subject to this Act, the respective powers of the members in general meeting and the board of

directors shall be determined by the company’s Regulations.

(3) Except as otherwise provided in the company’s Regulations, the business of the company shall be

managed by the board of directors who may exercise the powers of the company that are not by this Act

or the Regulations required to be exercised by the members in general meeting.

(4) Unless the Regulations otherwise provide, the board of directors when acting within the powers

conferred on them by this Act or the Regulations shall not be bound to obey the directions or instructions

of the members in general meeting.

(5) Despite subsection (3), the members in general meeting may,

(a) act in a matter if the members of the board of directors are disqualified or are unable to act

by reason of a deadlock on the board or otherwise;

(b) institute legal proceedings in the name and on behalf of the company if the board of directors

refuse or neglect to do so;

(c) ratify or confirm an action taken by the board of directors; or

(d) make recommendations to the board of directors regarding action to be taken by the board.

(6) An alteration of the Regulations shall not invalidate a prior act of the board of directors which

would have been valid if that alteration had not been made.

138. Delegation to committees and managing directors

Unless otherwise provided in the Regulations, the board of directors,

 

(a) may exercise their powers through committees consisting of a member or members of their

body as they think fit, and

(b) may from time to time appoint one or more of their body to the office of managing director

and may delegate all or any of their powers to that managing director.


 

 

139. Acts of the company

(1) An act of the members in general meeting, the board of directors, or a managing director while

carrying on in the usual way the business of the company shall be treated as the act of the company itself;

and accordingly the company shall be criminally and civilly liable for that act to the same extent as if it

were a natural person.

(2) For the purposes of subsection (1),

(a) the company shall not incur civil liability to a person if that person had actual knowledge at

the time of the transaction in question that the general meeting, board of directors, or

managing director, did not have the power to act in the matter or had acted in an irregular

manner or if, having regard to the position with, or relationship to, the company, that person

ought to have known of the absence of power or of the irregularity;

(b) if in fact a business is being carried on by the company, the company shall not escape

liability for facts undertaken in connection with that business merely because the business in

question was not among the businesses authorised by the company’s Regulations.

140. Acts of officers or agents

(1) Except as provided in section 139, the acts of an officer or agent of a company are not the acts of

the company, unless,

(a) the company, acting through its members in general meeting, board of directors, or managing

director, has expressly or impliedly authorised that officer or agent to act in the matter; or

(b) the company, acting under paragraph (a) has represented the officer or agent as having its

authority to act in the matter, in which event the company shall be civilly liable to a person

who has entered into the transaction in reliance on that representation, unless that person had

actual knowledge that the officer or agent did not have authority or unless, having regard to

the position with, or relationship to, the company, that person ought to have known of the

absence of authority.

(2) The authority of an officer or agent of the company may be conferred prior to action by that

officer or agent or by subsequent ratification; and knowledge of action by that officer or agent and

acquiescence in that action by the members for the time being entitled to attend general meetings of the

company or by the directors for the time being or by the managing director for the time being, shall be

equivalent to ratification by the members in general meeting, board of directors, or managing director.

(3) This section shall not derogate from the vicarious liability of a company for the acts of its

employees while acting within the scope of their employment.

141. No constructive notice of registered documents

Except as mentioned in section 118, regarding particulars in the register of particulars of charges, a

person does not have knowledge of any particulars, documents, or the contents of documents by reason

only that those particulars or documents are registered by the Registrar or referred to in any particulars or

documents so registered.

 

142. Presumption of regularity

(1) A person having dealings with a company or with someone deriving title under the company is


 

 

entitled to assume,

 

(a) that the company’s Regulations have been duly complied with;

(b) that a person described in the particulars filed with the Registrar pursuant to sections 27 and

197 as a director, managing director or secretary of the company, or represented by the

company, acting through its members in general meeting, board of directors, or managing

director, as an officer or agent of the company, has been duly appointed and has authority to

exercise the powers and perform the functions customarily exercised or performed by a

director, managing director, or secretary of a company carrying on business of the type

carried on by the company or customarily exercised or performed by an officer or agent of

the type concerned;

(c) that the secretary of the company, and any other officer or agent of the company having

authority to issue documents or certified copies of documents on behalf of the company has

authority to warrant the genuineness of the documents or the accuracy of the copies so

issued;

(d) that a document has been duly sealed by the company if it bears what purports to be the seal

of the company attested by what purports to be the signatures of two persons who, in

accordance with paragraph (b), can be assumed to be a director and the secretary of the

company;

and the company and those deriving title under it are estopped from denying the truth of that assumption.

 

(2) For the purposes of subsection (1),

(a) a person is not entitled to make any of those assumptions if that person had actual knowledge

to the contrary or if, having regard to the position with, or relationship to, the company, that

person ought to have known the contrary;

(b) a person is not entitled to assume that any one or more of the directors of the company has or

have been appointed to act as a committee of the board of directors or that an officer or agent

of the company has the company’s authority by reason only that the company’s Regulations

provide that authority to act in the matter may be delegated to a committee or to an officer or

agent.

143. Liability of company not affected by officer’s fraud or forgery

Where, in accordance with sections 139 to 142, a company would be liable for the acts of an officer or

agent, the company is liable although the officer or agent has acted fraudulently or forged a document

purporting to be sealed by, or signed on behalf of, the company.

 

144. Form of contracts

A contract on behalf of a company may be made, varied or discharged

 

(a) if the contract, if made between individuals would be by law required to be in writing under

seal, or could be varied or discharged by writing under seal only, may be made, varied or

discharged in writing under the common seal of the company;

(b) if the contract, if made between individuals would be by law required to be in writing or to

be evidenced in writing by the parties to be charged therewith or could be varied or

discharged only by writing or written evidence signed by the parties to be charged, may be

made, evidenced, varied or discharged, in writing signed in the name or on behalf of the


 

 

company;

 

(c) if the contract, if made between individuals would be valid although made by parol only and

not reduced to writing or could be varied or discharged by parol, may be made, varied or

discharged, by parol on behalf of the company.

145. Bills of exchange and promissory notes

(1) A bill of exchange or promissory note shall be deemed to have been made, accepted, or endorsed,

on behalf of a company if made, accepted or endorsed in the name of the company or if expressed to be

made, accepted or endorsed on behalf or on account of the company.

(2) The company and its successors shall be bound if the company is, in accordance with sections 139

to 143, liable for the acts of those who made, accepted or endorsed in its name or on its behalf or account,

and a signature by a director or the secretary on behalf of the company shall not be deemed to be a

signature by procuration for the purposes of section 23 of the Bills of Exchange Act, 1961 (Act 55).

146. Authentication of documents

A document or proceeding requiring authentication by a company may be signed on its behalf by an

officer of the company and need not be under its common seal.

 

147. Execution of deeds abroad

(1) A company may, by writing under its common seal, empower a person, generally or in respect of a

specified matter, as its attorney to execute deeds on its behalf in a place outside the Republic.

(2) A deed signed by that attorney on behalf of the company and under the attorney’s seal shall bind

the company and have the same effect as if it were under the common seal of the company.

148. Official seal for use abroad

(1) A company whose objects require or comprise the transaction of business in countries other than

Ghana may, if authorised by its Regulations, have for use in a territory, district, or place not situate in

Ghana, an official seal which shall be a facsimile of the common seal of the company with the addition on

its face of the name of the territory, district or place where it is to be used.

(2) A document to which an official seal is duly affixed shall bind the company as if it had been

sealed with the common seal of the company.

(3) The company may, by writing under its common seal, authorise an agent appointed for that

purpose to affix the official seal to a document to which the company is a party in the territory, district or

place.

(4) A person dealing with an agent of the company in reliance on the writing conferring the authority

is entitled to assume that the authority of the agent continued during the period mentioned in the writing

or, if a period is not there mentioned, then until that person has actual notice of the revocation or

determination of the authority.

(5) The person affixing the official seal shall, by writing personally signed by that person, certify on

the document to which the seal is affixed, the date on which and the place at which it is affixed.

PART P

 


 

 

General Meetings and Resolutions

 

149. Annual general meetings

(1) Except as provided in subsection (3), a company

(a) shall in each year hold a general meeting as its annual general meeting in addition to any

other meetings in that year, and

(b) shall specify the meeting as the annual general meeting in the notices calling it;

and not more than fifteen months shall elapse between the date of one annual general meeting and the

next; but so long as a company holds its first annual general meeting within eighteen months of its

incorporation, it need not hold it in the year of its incorporation or in the following year.

 

(2) The annual general meeting shall be held not earlier than twenty-one days after the company’s

profit and loss account and balance sheet, the group accounts, and the reports of the directors and

auditors’ on the accounts have been despatched to members and debenture holders of the company in

accordance with section 124; and the statements, accounts and reports shall be laid before the annual

general meeting for consideration.

(3) If the auditors of the company and the members of the company entitled to attend and vote at an

annual general meeting agree in writing that an annual general meeting shall be dispensed with in any

year, it shall not be necessary for that company to hold an annual general meeting that year.

(4) If the annual general meeting is not held in accordance with subsection (1), the Registrar may, on

the Registrar’s own motion or on the application of an officer or a member of the company, call, or direct

the calling of, an annual general meeting of the company, and may give the ancillary or consequential

directions that the Registrar thinks fit, including directions modifying or supplementing, in relation to the

calling, holding and conducting of that meeting, the operation of the company’s Regulations and

sections 151 to 155, 161, 163, 166, 167, and 169 to 173.

(5) Where a meeting held in pursuance of subsection (4) is not held in the year in which occurred the

default in holding the company’s annual general meeting, the meeting so held shall be treated as the

annual general meeting for that year, but shall not be treated as the annual general meeting for the year in

which it is held unless, at that meeting, the company resolves that it shall be so treated.

(6) Where a company so resolves, a copy of the resolution shall, within twenty-eight days of its

passing, be forwarded to the Registrar for registration.

(7) If an annual general meeting of the company is not held in accordance with subsection (1), or in

complying with any directions of the Registrar under subsection (4) or in complying with subsection (2),

(5) or (6) of this section, the company and every officer of the company who is in default is liable to a

fine not exceeding [one hundred and fifty penalty units].

150. Extraordinary general meeting

(1) Extraordinary general meetings may be convened by the directors whenever they think fit.

(2) If at any time there are not within Ghana sufficient directors capable of acting to form a quorum, a

director may convene a meeting.

(3) An extraordinary general meeting of a private company may be requisitioned in accordance with

section 271 and an extraordinary general meeting of a public company may be requisitioned in


 

 

accordance with section 297.

 

151. Place of meetings

Unless the company’s Regulations otherwise provide, the general meetings shall be held in Ghana.

 

152. Length of notice of meetings

(1) Meetings, other than adjourned meetings, shall be convened by notice in writing to the persons

who are, under section 154, entitled to receive notice of general meetings.

(2) Subject to subsections (3) and (4), twenty-one days notice at the least or in the case of a special

resolution under section 2 of the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180), seven

days notice exclusive of the day on which the notice is served, but inclusive of the day for which notice is

given, shall be given.

(3) The company’s Regulations may provide for a period of notice longer, but not shorter, than that

specified in subsection (2).

(4) A meeting of a company shall, although it is called by shorter notice than that specified in

subsection (2), or in the company’s Regulations, be deemed to have been duly called if it is so agreed,

(a) in the case of a meeting called as the annual general meeting, by the members entitled to

attend and vote at that meeting, and

(b) in the case of any other meeting, by a majority in number of the members having a right to

attend and vote at the meeting, being a majority holding not less than ninety-five percent of

the shares giving a right to attend and vote at the meeting or, in the case of a company

limited by guarantee, by a ninety-five percent majority in number of the members.

(5) Where any members are entitled to vote only on some resolutions to be moved at the meeting and

not on others, those members shall be taken into account for the purposes of subsection (4) in respect of

the former resolutions and not in respect of the latter.

153. Contents of notice

(1) The notice of a meeting shall specify the place, date and hour of the meeting, and the general

nature of the business to be transacted at the meeting in sufficient detail to enable those to whom it is

given to decide whether to attend or not; and where the meeting is to consider a special resolution shall

set out the terms of the resolution.

(2) In the case of notice of an annual general meeting, a statement that the purpose is to transact the

ordinary business of an annual general meeting is a sufficient specification that the business is,

(a) to declare a dividend,

(b) consideration of the accounts and reports of the directors and auditors,

(c) the election of directors in the place of those retiring,

(d) the fixing of the remuneration of the auditors, and

(e) if the requirements of sections 135 and 185 are duly complied with, the removal and election

of auditors and directors.

(3) A business may not be transacted at a general meeting unless notice of it has been duly given.


 

 

(4) In every case in which a member is entitled, pursuant to section 163 to appoint a proxy to attend

and vote instead of that member, the notice shall contain with reasonable prominence, a statement that the

member has the right to appoint a proxy to attend and vote instead of that member and that the proxy need

not be a member of the company; and if default is made in complying with this subsection as respects a

meeting, every officer of the company who is in default is liable to a fine not exceeding [one hundred and

fifty penalty units].

154. Persons entitled to notice

The following persons are entitled to receive notice of general meetings, namely,

 

(a) every member,

(b) every person on whom the ownership of a share devolves by reason of that person being a

legal personal representative, receiver or a trustee in bankruptcy of a member,

(c) every director of the company, and

(d) every auditor for the time being of the company.

155. Service of notice

(1) Notice may be given by the company to a member or director personally or by sending it through

the post addressed to the member or director at the registered address of the member or director or by

leaving it for the member or director with a person apparently over the age of sixteen years at that

address.

(2) Notice may be given to the joint holders of a share by giving the notice to the joint holder named

first in the register of members in respect of the share.

(3) Notice may be given to a person on whom ownership of a share has devolved by reason of that

person being a legal personal representative, receiver or trustee in bankruptcy of a member personally or

by sending it through the post addressed to that person by name, or by the title of representatives of the

deceased or receiver or trustee of the bankrupt, or by any like description, at the address supplied for the

purpose by that person, or by leaving it for that person with a person apparently over the age of sixteen

years at that address, or, until that address has been supplied, by giving the notice in a manner in which

the same might have been given if the death, receivership or bankruptcy had not occurred.

(4) Where a notice is sent by post, service shall be deemed to be effected by properly addressing,

pre-paying, and posting a letter containing the notice and to have been effected at the expiration of

forty-eight hours after the letter containing the notice is posted.

(5) The letter need not be registered but where it is sent to an address outside Ghana it shall be

despatched by air mail.

156. Accidental failure to give notice

The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a

person entitled to receive notice shall not invalidate the proceedings at that meeting.

 

157. Circulation of members’ resolutions and supporting circulars

(1) A company shall at its own expense, on the request in writing of a member entitled to attend and

vote at a general meeting, include in the notice of that general meeting notice of a resolution which may


 

 

properly be moved and is intended to be moved at that meeting and, at the like request, include with that

notice a statement of not more than five hundred words with respect to the matter referred to in the

proposed resolution or any other business to be dealt with at that meeting.

 

(2) If the proposed resolution is not passed at that meeting that resolution or one substantially to the

same effect shall not be moved at a general meeting within three years, unless the directors otherwise

agree or unless the request within three years is supported in writing by members of the company

representing between them not less than one-twentieth of the total voting rights of the members having at

the date of the request a right to vote on the resolution to which the request relates.

(3) For the purposes of subsection (1), a company is not bound to give notice of a resolution or to

circulate a statement unless the written request or requests, signed by the member or members concerned,

together with the resolution and statement, are deposited at the registered office of the company not less

than six weeks before the meeting.

(4) If, after the documents have been deposited, a general meeting is called for a date six weeks or less

after the deposit, the documents shall be deemed to have been properly deposited.

158. Circulation of members circulars

(1) A company shall, at the request in writing of a member entitled to attend and vote at a general

meeting but, unless the company otherwise resolves, at the expense of that member, circulate to members

of the company a statement of not more than one thousand words with respect to a business to be dealt

with at that meeting.

(2) The statement shall be circulated to members of the company in a manner permitted for service of

notice of the meeting and, so far as practicable, at the same time as notice of the meeting, or, if that is

impracticable, as soon as possible after the giving of the notice of the meeting.

(3) A company is not bound to circulate the statement unless,

(a) the written request, signed by the member concerned, together with the statement, is

deposited at the registered office of the company not less than ten days before the meeting,

and

(b) there is also deposited with the request a sum of money reasonably sufficient to meet the

company’s expenses in giving effect to the request.

159. General provisions affecting sections 157 and 158

(1) A company is not bound under section 157 or 158 to circulate a resolution or statement if, on the

application of the company or of any other person who claims to be aggrieved, the Court is satisfied that

the rights conferred by those sections are being abused to secure needless publicity for defamatory matter;

and the Court may order the company’s costs on an application under subsection (1) to be paid in whole

or in part by the member making the request, although that member is not a party to the application.

(2) Where a company defaults in complying with section 157 or 158, every officer of the company

who is in default is liable to a fine not exceeding [one hundred and fifty penalty units].

160. Attendance at meetings

(1) Despite a contrary provision in the company’s Regulations the following persons are entitled to

attend a general meeting of the company, namely,

(a) every member of the company,


 

 

(b) every director of the company,

(c) the secretary of the company, and

(d) every auditor for the time being of the company.

(2) For the purposes of subsection (1),

(a) if the company’s Regulations so provide, a member is not entitled to attend unless the calls

or other sums of money presently payable by that member in respect of shares in the

company have been paid;

(b) a member who is the holder of preference shares only is not entitled to attend if the right to

do so is validly suspended in accordance with section 49.

(3) Subsection (2) does not preclude any other persons from attending a general meeting with the

permission of the chairman of the meeting.

161. Quorum

(1) A business shall not be transacted at a general meeting unless a quorum of members is present at

the time when the meeting proceeds to discuss that business; but where a quorum is present the meeting

may validly proceed with that business although a quorum is not present throughout.

(2) In dealing with a quorum under subsection (1) where any members present are entitled to vote

only on some resolutions and not on others those members shall be counted towards a quorum in respect

of the former resolutions but not in respect of the latter.

(3) Unless otherwise provided in the company’s Regulations, a quorum is constituted,

(a) if the company has only one member, by that member present in person or, where proxies are

allowed, by proxy;

(b) in any other case by two members present in person or, where proxies are allowed, by proxy,

or one member so present holding shares representing more than fifty percent of the total

voting rights of the members having a right to vote at the meeting.

(4) Unless otherwise provided in the company’s Regulations, if a quorum is not present within half an

hour after the time appointed for the meeting, the meeting if convened on the requisition of members in

accordance with section 271 or 297, shall be dissolved, and in any other case shall stand adjourned to the

same day, in the next week at the same time and place or to any other day, place and time that the

directors may determine, and if at the adjourned meeting a quorum is not present within half an hour after

the time appointed the member or members present shall constitute a quorum.

(5) Where the meeting is adjourned to the same day, place and time in the following week a notice

need not be given; otherwise notice of the adjourned meeting shall be published in at least one daily

newspaper circulating in the district in which is situated the registered office of the company.

(6) Where a quorum is present the meeting shall be deemed to be duly conducted although only one

member or one proxy is present.

162. Power of Court to order meeting

(1) If for a good reason it is impracticable to call a meeting of a company in a manner in which

meetings of that company may be called, or to conduct the meeting of the company in the manner

prescribed by the Regulations or this Act, the Court may, on the application of a director or member of


 

 

the company, or of the Registrar, order a meeting of the company to be called, held and conducted in the

manner directed by the Court; and that order may give any ancillary or consequential directions that it

thinks expedient.

 

(2) A meeting called, held and conducted in accordance with an order under subsection (1) shall, for

all purposes, be deemed to be a meeting of the company duly called, held and conducted.

163. Proxies

(1) A member of a company entitled to attend and vote at a meeting of the company is entitled to

appoint another person, whether a member of the company or not, as a proxy to attend and vote instead of

that member and the proxy shall have the same rights as the member to speak at the meeting.

(2) Unless the company’s Regulations otherwise provide, subsection (1) shall not apply in the case of

a company limited by guarantee.

(3) The instrument appointing the proxy shall be in writing under the hand of the appointor or the

appointor’s agent duly authorised in writing or, if the appointor is a body corporate, under seal or under

the personal signature of an officer or agent duly authorised.

(4) An instrument appointing a proxy shall be in the form prescribed by Table A in the Second

Schedule or in the form that the company’s Regulations may provide; but, despite a provision in the

company’s Regulations, an instrument in the form prescribed by Table A is sufficient.

(5) Unless the company’s Regulations otherwise provide, the instrument appointing a proxy and the

power of attorney or other authority under which it is signed or a notarially certified copy of that power or

authority shall be deposited at the registered office of the company or at any other place within Ghana as

specified in the notice convening the meeting not less than forty-eight hours before the time for holding

the meeting or adjourned meeting or, in the case of a poll, not less than twenty-four hours before the time

appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

(6) A provision contained in a company’s Regulations is void in so far as it would have the effect of

requiring the documents referred to in the Regulations to be deposited more than forty-eight hours before

the time for holding the meeting or adjourned meeting or, in the case of a poll, more than twenty-four

hours before the time appointed for taking the poll.

(7) Where instruments of proxy have been deposited in accordance with subsection (5), a person

entitled, in that person’s own right or as proxy for another member or members or partly in one way and

partly in another, to more than ten percent of the total voting rights of the members entitled to vote at the

meeting shall be entitled, at any time during business hours prior to the conclusion of the meeting or the

taking of the poll, but subject to any reasonable restrictions that the company may impose, to inspect the

deposited instruments of proxy and the original or copy powers of attorney or any other authority under

which they are signed.

(8) The appointment of a proxy shall be terminated by the death or insanity of the appointor or by the

revocation of the proxy or the authority under which it was executed; and the personal attendance of a

member at the meeting or the later appointment of another proxy in respect of the same share shall be

deemed to be a revocation.

(9) A vote given in accordance with the terms of an instrument of proxy may be treated by the

company as valid despite the termination or revocation of the appointment so long as an intimation in

writing of the termination or revocation or of the events causing the same has not been received by the

company, at its registered office or other place appointed for the deposit of instruments of proxy, before

the commencement of the meeting or adjourned meeting or more than twenty-four hours before a poll.


 

 

(10) If, for the purpose of a meeting of a company, invitations to appoint as proxy a person or one of a

number of persons specified in the invitations are issued at the company’s expense, then,

(a) the invitations shall be sent to the members entitled to attend and vote at the meeting;

(b) the invitations shall be accompanied by forms for the appointment of a proxy which shall

entitle the members to direct the proxy to vote for or against each resolution;

(c) where instruments of proxy are duly completed and returned in accordance with the

instructions in the invitation and are not revoked then,

(i)

the chairman of the meeting shall demand a poll after a vote by show of hands unless

the result on the show of hands is in accordance with the directions given in the

instruments of proxy; and

(ii)

on a poll, the votes of the members concerned shall be deemed to be cast in

accordance with the directions, in the instruments of proxy despite the absence,

abstention, or purported vote to the contrary of the proxy.

(11) Where a member, not having been invited so to do, requests the company to issue that member

with a form of appointment of proxy or a list of persons willing to act as proxy, the company may issue

the form or list to that member without doing so to the other members entitled to attend and vote; but the

form or list shall be available on request in writing to that member and any forms of appointment so

issued shall comply with paragraph (b) of subsection (10) and shall be deemed to be an instrument of

proxy to which paragraph (c) of subsection (10) applies.

(12) An officer of the company who knowingly authorises or permits a breach or non-observance of

subsection (7), (8), (10) or (11) is liable to a fine not exceeding [two hundred and fifty penalty units] and

in the event of a refusal to permit inspection in accordance with subsection (7) the Court may by order

compel an immediate inspection.

164. Obtaining proxies by misrepresentation

(1) The vote of a proxy shall not be rejected at a meeting on the ground that the appointment of a

proxy was obtained by misrepresentation.

(2) The Court may, on the application of the company or a member entitled to vote at the meeting or

the Registrar, annual the appointment of a proxy if satisfied that the appointment was obtained by a

material misrepresentation of fact whether made fraudulently or not.

(3) Where an order is made, the Court may further order that the holding of the meeting shall be

postponed until the date that the Court may order and may give appropriate ancillary or consequential

directions.

165. Representation of corporations at meetings

(1) A body corporate, whether a company within the meaning of this Act or not, may, by resolution of

its directors or other governing body, authorise a person it thinks fit to act as its representative,

(a) if it is a member of a company, at any meeting of the company;

(b) if it is a creditor, including a debenture holder, of a company, at a meeting of any creditors of

the company held in pursuance of this Act or of the Bodies Corporate (Official Liquidations)

Act, 1963 (Act 180) or of any rules made under this Act or that Act or in pursuance of the

provision contained in a debenture or trust deed.


 

 

(2) A Person authorised under subsection (1), on production of a copy of the resolution by which that

person was authorised, is entitled to exercise the same powers on behalf of the body corporate which that

person represents as that body corporate could exercise if it were an individual shareholder, creditor or

holder of debentures of that other company.

(3) This section does not preclude a body corporate from appointing a proxy to attend and vote on its

behalf.

166. Chairman of meetings

Unless otherwise provided in the company’s Regulations, the chairman of the board of directors shall

preside as chairman at a general meeting of the company, or if the board does not have a chairman or, if

the chairman is not present within fifteen minutes after the time appointed for holding the meeting or is

unwilling to act, the directors present shall elect one of their number to be chairman of the meeting, or, if

a director is not present or willing to act, the members present shall choose one of their number to be

chairman of the meeting.

 

167. Adjournments

(1) The chairman may, with the consent of the meeting at which a quorum is present, and shall if so

directed by an ordinary resolution passed at the meeting, adjourn the meeting from time to time and from

place to place; but a business shall not be transacted at an adjourned meeting other than the business left

unfinished at the meeting from which the adjournment took place and an additional business of which due

notice shall be given as in the case of an original meeting.

(2) Where a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be

given as in the case of an original meeting.

(3) Subject to this section, and unless the company’s Regulations otherwise provide, it shall not be

necessary to give notice of the adjournment of a meeting at which a quorum was present, or of the

business to be transacted at the adjournment.

168. Types of resolution

(1) A resolution is an ordinary resolution when it is passed by a simple majority of votes cast by the

members of the company who, being entitled so to do, vote in person or, where proxies are allowed, by

proxy at a general meeting.

(2) A resolution is a special resolution when it is passed by not less than three-fourths of the votes cast

by the members of the company who being entitled so to do, vote in person or, where proxies are allowed,

by proxy at a general meeting of which, notice specifying the intention to propose the resolution as a

special resolution, has been duly given.

(3) A reference in this Act or in the Regulations, debentures or debenture trust deed to an ordinary or

special resolution of a meeting of a class of shareholders, creditors, or debenture holders bears a like

meeting to that specified in subsection (1) or (2) with the substitution of the members of the class for the

members of the company.

169. Amendments

The terms of a resolution, special or ordinary, before a general meeting may be amended by ordinary

resolution moved at the meeting if by the terms of the resolution as amended adequate notice of the

 


 

 

intention to pass the resolution can be deemed to have been given in accordance with section 153.

 

170. Procedure on voting

(1) Unless the company’s Regulations otherwise provide, a resolution put to the vote of a meeting

shall be decided on a show of hands unless a poll is, before or on the declaration of the result of the show

of hands, demanded by,

(a) the chairman,

(b) at least three members present in person or by proxy, or

(c) a member or the members present in person or by proxy and representing not less than

one-twentieth of the total voting rights of the members having the right to attend and vote on

the resolution.

(2) A provision contained in the company’s Regulations regarding voting procedure is void in so far

as it would have the effect,

(a) of excluding the right to demand a poll on a question other than the election of the chairman

or the adjournment of the meeting; or

(b) of making ineffective a demand for a poll on a question which is made by the persons

specified in any of paragraphs (a), (b) or (c) of subsection (1).

(3) The demand for a poll may be withdrawn.

(4) On a show of hands each member who is personally present and entitled to vote and each proxy

for a member entitled to vote shall have one vote.

(5) Unless a poll is effectively demanded, a declaration by the chairman that a resolution has, on a

show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to

that effect in the book containing the minutes of the meeting is conclusive evidence of the fact without

proof of the number or proportion of votes recorded in favour of or against the resolution.

(6) If a poll is effectively demanded it shall be taken at the time and in the manner that the chairman

shall direct.

(7) In lieu of directing that a poll shall be taken of those members present in person or by proxy at the

poll, the chairman may direct that voting shall be by postal ballot of the members entitled to attend and

vote on the resolution.

(8) For the purposes of subsection (7), ballot papers shall be served on the members entitled to attend

and vote on the resolution in the same manner as notice of the meeting is required to be given to them and

the members may cast their votes either by personally completing the ballot papers or by having the ballot

papers completed by a proxy of theirs whose instrument of appointment has been deposited, in

accordance with subsection (5) of section 163, not less than twenty-four hours before the time appointed

for the closing of the ballot.

(9) Despite subsection (6), a postal ballot in accordance with subsections (7) and (8) shall be directed

by the chairman if,

(a) the company’s Regulations so provide, or

(b) on or after the chairman has directed a poll, an ordinary resolution in favour of a postal ballot

under this subsection is moved at the meeting and passed on a show of hands.

(10) For all the purposes of this Act, a postal ballot in accordance with subsections (7) and 8) shall be


 

 

deemed to be a poll.

 

(11) Except as otherwise lawfully provided in the company’s Regulations, on a poll each shareholder

entitled to vote shall have one vote for each share held by the shareholder and each member of a company

limited by guarantee shall have one vote.

(12) On a poll a member entitled to more than one vote, or a proxy representing more than one

member or a member entitled to more than one vote, need not, in voting, use all the votes or cast all the

votes the member uses in the same way.

(13) Unless the company’s Regulations otherwise provide, in the case of an equality of votes, whether

on a show of hands or a poll, the chairman of the meeting at which the show of hands takes place or at

which the poll is demanded shall be entitled to a second or casting vote.

171. Voting by joint holders

In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy,

shall be accepted, to the exclusion of the votes of the other joint holders; and for this purpose seniority

shall be determined by the order in which the names stand in the register of members.

 

172. Votes by persons of unsound mind

A member of unsound mind may vote, whether on a show of hands or a poll, by the person that may

be appointed for the purpose by the Court and the person so appointed may vote by proxy.

 

173. Date of passing of resolutions

(1) Where a resolution is passed at an adjourned meeting, the resolution is, for all purposes, passed on

the date on which it was in fact passed at the adjourned meeting.

(2) Where a resolution is passed on a poll it is for all purposes passed on the day on which the result

of the poll is declared, and not on any earlier day.

174. Written resolutions

(1) Except as provided in subsection (3), a resolution in writing signed by the members for the time

being entitled to attend and vote on the resolution at a general meeting, or being bodies corporate by their

duly authorised representatives, and, if the company has only one member entitled to vote by that

member, shall be as valid and effective for all purposes as if the resolution has been passed at a general

meeting of the company duly convened and held; and if described as a special resolution shall be deemed

to be a special resolution within the meaning of this Act.

(2) The resolution shall be deemed to have been passed on the date on which the resolution was

signed by the last member to sign, and where the resolution states a date as being the date of the signature

by a member that statement is prima facie evidence that it was signed by that member on that date.

(3) Subsections (1) and (2) do not apply to a resolution to remove an auditor, which can be passed

only at an annual general meeting in accordance with section 135, or to remove a director, which can be

passed only at a general meeting in accordance with section 185.

175. Application of sections 152 to 174 to class meetings

(1) Sections 152 to 174 apply to meetings of a class of members in like manner as they apply to

general meetings of companies, but the necessary quorum shall be as set out in subsection (2) of this


 

 

section, and a member of the class present in person or by proxy may demand a poll.

 

(2) At a meeting of a class of members the necessary quorum shall be,

(a) if there are not more than two members of that class, one member present in person or by

proxy;

(b) in any other case, two members, present in person or by proxy, holding not less than

one-third of the total voting rights of that class.

(3) The company’s Regulations may provide for a larger, but not for a smaller, quorum for the

purposes of subsection (2).

176. Registration of copies of certain resolutions

(1) A certified true copy of a special resolution of a general meeting or of a class of members and of a

resolution to which a specified proportion of a class of members have consented in writing and which

would not have been effective for its purpose, unless the written consent had been given, without the

passing of a special resolution, shall be forwarded to the Registrar for registration within twenty-eight

days after the passing of the resolution or the making of the copy.

(2) The copy shall be printed, typewritten, or in any other legible form acceptable to the Registrar.

(3) A copy of a special resolution of a general meeting of the company for the time being in force

shall be embodied in or annexed to a copy of the Regulations issued after the passing of the resolution,

but where the sole effect of the special resolution is to amend the Regulations, this subsection is

sufficiently complied with if a copy of the Regulations issued after the passing of the resolution embodies

the effect of the amendment and refers to the date of the passing of the special resolution.

(4) Where a company fails to comply with this section the company and every officer of the company

who is in default is liable to a fine not exceeding [twenty-five penalty units] for each default.

177. Minutes of general meetings

(1) A company shall cause minutes of the proceedings of general meetings and meetings of a class of

members to be entered in a book or books kept for the purpose.

(2) A minute under subsection (1), if purporting to be signed by the chairman of the meeting at which

the proceedings took place or of the next succeeding meeting, is prima facie evidence of the proceedings.

(3) Where minutes have been made in accordance with this section then, until the contrary is proved,

the meeting shall be deemed to be duly held, convened and conducted.

(4) Where a company fails to comply with subsection (1) the company and every officer of the

company who is in default is liable to a fine not exceeding [two hundred and fifty penalty units.]

178. Inspection of minute books

(1) The books containing the minutes of proceedings of a general meeting or class meeting of a

company held after the commencement of this Act, shall be kept at the registered office of the company

and shall, during business hours, subject to reasonable restrictions that the company’s Regulations may

impose, be allowed for inspection, be open to the inspection of a member without charge.

(2) Not less than two hours in each day other than a Saturday or a Sunday or a public holiday shall be

allowed for inspection under subsection (1).


 

 

(3) A member is entitled to be furnished, within ten days after the member has made a request in that

behalf to the company, with a copy of the minutes at a charge not exceeding [ten thousand cedis] for

every hundred words.

(4) If an inspection required under this section is refused or if a copy required under this section is not

sent within the proper time, the company and every officer of the company who is in default is liable in

respect of each offence to a fine not exceeding [twenty-five penalty units] for every day during which the

default continues and the Court may, by order, compel an immediate inspection or furnishing of a copy.

PART Q

 

Directors and Secretary

 

179. Meaning of “directors”

(1) For the purposes of this Act, “directors” means those persons, by whatever name called, who are

appointed to direct and administer the business of the company.

(2) A person, who is not a duly appointed director of a company,

(a) who holds out as a director or knowingly allows to be held out as a director of that company,

or

(b) on whose directions or instructions the duly appointed directors are accustomed to act,

 

is subject to the same duties and liabilities as if that person were a duly appointed director of the

company.

 

(3) Subsection (2) shall not derogate from the duties or liabilities of the duly appointed directors,

including the duly not to act on the directions or instructions of any other person.

(4) Where a person, who is not a duly appointed director of a company, holds out as a director or

knowingly allows to be held out, as a director of the company, or if the company holds out that person, or

knowingly allows that person to hold out as a director of the company, that person or the company, is

liable to a fine not exceeding two hundred and fifty penalty units.

(5) For the purposes of subsections (2), (3) and (4), a person who is described as director of a

company, whether the description is qualified by the word “local”, “special”, “executive” or in any other

way, shall be deemed to be held out as a director of that company.

180. Number of directors

(1) A company incorporated after the commencement of this Act shall have at least two directors.

(2) A company incorporated prior to the commencement of this Act shall, after the expiration of six

months from the commencement of this Act, have at least two directors.13(14)

(3) If at any time the number of directors is less than two in breach of subsection (1) or subsection (2),

and the company continues to carry on business for more than four weeks after that time, the company

and every director and member of the company who is in default is liable to a fine not exceeding

[twenty-five penalty units] for every day during which it so carries on business after the expiration of the

four weeks without having at least two directors.

(4) Every director and every member of the company who is cognisant of the fact that it is carrying on


 

 

business with fewer than two directors are jointly and severally liable for the debts and liabilities of the

company incurred during that time.

 

(5) Subject to this section, the number of directors shall be fixed by, or in accordance with, the

company’s Regulations.

181. Appointment of directors

(1) A person shall not be appointed a director of a company unless that person has, prior to the

appointment, consented in writing to be appointed.

(2) The first directors of a company shall be named in the company’s Regulations.

(3) Subject to this section and to sections 182 and 183, the appointment of directors shall be regulated

by the company’s Regulations, and except as otherwise provided in the Regulations, section 272 shall

regulate the appointment of directors of a private company and sections 298 and 299 the appointment of

directors of a public company.

(4) The Regulations of a company may provide for the appointment of a director or directors by a

class of shareholders, debenture holders, creditors, employees or any other person.

(5) Despite a provision to the contrary in the company’s Regulations, a casual vacancy in the number

of directors may be filled by,

(a) the continuing directors or director although their number may have been reduced below that

fixed as the necessary quorum of directors, or

(b) by an ordinary resolution of the company in general meeting.

(6) In exercising their power to fill a vacancy under subsection (5) the directors shall observe the rules

laid down in sections 203 and 204 and shall not appoint a person to be a director unless they have taken

reasonable steps to satisfy themselves of that person’s integrity and suitability to be a director of the

company.

(7) If the casual vacancy filled under subsection (5) is one which, under the terms of the company’s

Regulations, should be filled by an appointment by a class of shareholders, debenture holders, creditors,

employees, or other person, the director appointed by the continuing directors or by an ordinary

resolution of the company in general meeting, shall cease to hold office so soon as any other director is

duly appointed in accordance with the Regulations.

182. Competence of directors

(1) The following persons shall not be competent to be appointed or to act as directors of a company,

namely,

(a) an infant,

(b) a person found by a court of competent jurisdiction to be a person of unsound mind,

(c) a body corporate,

(d) a person in respect of whom an order has been made under section 186 while the order

remains in force unless leave to act as director has been given by the Court in accordance

with that section, and

(e) an undischarged bankrupt, unless that bankrupt has been granted leave to act as director by

the Court by which that person was adjudged bankrupt.


 

 

(2) If any of the persons specified in subsection (1), other than a body corporate, or a person of

unsound mind, acts as a director of a company or agrees to be appointed a director, that person is liable on

conviction to a term of imprisonment not exceeding five years or to a fine not exceeding one thousand

penalty units or to both the imprisonment and the fine.

(3) Where a body corporate acts as a director or agrees to be appointed a director, the body corporate

and every officer of that body who knowingly permitted it so to act or to be appointed is liable to a fine

not exceeding one thousand penalty units.

(4) Where a company appoints a person as director in contravention of this section the company and

every director of the company who is in default is liable to a fine not exceeding one thousand penalty

units.

(5) The company’s Regulations may lawfully provide that classes of persons additional to those

provided in subsection (1) are incompetent to be directors of the company.

183. Directors’ share qualification

(1) Unless the company’s Regulations otherwise provide, a director need not be a member of the

company or hold shares in the company.

(2) Where the Regulations require a director to hold a specified share qualification, every director

shall obtain that qualification within two months after appointment as director or a shorter period that

may be fixed by the Regulations; and the office shall be vacated if that person fails to do so, or if at any

time after the expiration of that period that person ceases to hold that qualification.

(3) Where the company amends its Regulations so as to introduce or increase the requirement of a

share qualification every director holding office at the date of the alteration shall have two months within

which to obtain the qualification and shall not vacate office under this section unless that director fails to

do so.

(4) A person vacating office under this section is not qualified to be re-appointed a director of the

company until that person has obtained the qualification.

184. Vacation of office of director

(1) The office of director shall be vacated if the director becomes incompetent to act as a director by

virtue of section 182 or if the director ceases to hold office by virtue of section 183 or if the director

resigns from office by notice in writing to the company.

(2) The company’s Regulations may lawfully provide for the termination or vacation of office in

circumstances additional to those specified in subsection (1).

185. Removal of directors

(1) Subject to section 300 and to this section, a company may by ordinary resolution at a general

meeting remove from office all or any of the directors despite anything in its Regulations or in an

agreement with the director.

(2) A resolution to remove a director shall not be moved at a general meeting unless notice of the

intention to move it has been given to the company not less than thirty-five days before the meeting at

which it is to be moved.

(3) If after notice of the intention to move the resolution is given to the company, a meeting is called


 

 

for a date thirty-five days or less after the notice has been given, the notice shall be deemed to have been

properly given for the purposes of subsection (2).

 

(4) The Company shall give its members notice of the resolution at the same time and in the same

manner as it gives notice of the meeting or, if that is not practicable, shall give them notice of the

resolution in the same manner as notices of meetings are required to be given not less than twenty-one

days before the meeting.

(5) On receipt of notice of an intended resolution to remove a director under this section, the company

shall forthwith send a copy of the notice to the director concerned and that director, whether or not the

director is a member of the company, is entitled,

(a) to be heard on the resolution at the meeting, and

(b) to send to the company a written statement, copies of which the company shall send with

every notice of the general meeting or, if the statement is received too late, shall forthwith

circulate to every person entitled under section 154 to notice of the meeting in the same

manner as notices of meetings are required to be given.

(6) The company need not send or circulate the statement under paragraph (b) of subsection (5)

(a) if it is received by the company less than seven days before the meeting, or

(b) if the Court, on application by the company or any other person who claims to be aggrieved,

so orders on being satisfied

(i) that the statement is unreasonable long, or

(ii) that the rights conferred by this section are being abused to secure needless publicity

for defamatory matter;

and the Court may order the costs of the applicant to be paid in whole or in part by the director although

the director is not a party to the application.

 

(7) Without prejudice to the director’s right to be heard orally on the resolution, the director may,

unless the Court makes an order under subsection (6) also require that the written statement by the

director is read to the meeting.

(8) A vacancy created by the removal of a director under this section, if not filled at the meeting at

which the director is removed, may be filled as a casual vacancy in accordance with section 181.

(9) This section shall not be taken as depriving a director who has a service agreement with the

company of a right to compensation to which the director is lawfully entitled under that agreement on the

termination of the directorship or of a right to damages if the removal from the directorship constitutes a

breach of the service agreement.

186. Restraining fraudulent persons from managing companies

(1) Where,

(a) a person is convicted on indictment, whether in the Republic or else where, of an offence

involving fraud or dishonesty or of an offence in connection with the promotion, formation

or management of a body corporate, or

(b) a person is adjudged bankrupt whether in the Republic or elsewhere, or

(c) it appears that a person has been guilty of a criminal offence, whether convicted or not, in

relation to a body corporate or of a fraud or breach of duty in relation to a body corporate,


 

 

the Court, on its own motion or on the application of any of the persons referred to in subsection (3), may

order that that person shall not, without the leave of the Court, be a director of or in any way, whether

directly or indirectly, be concerned or take part in the management of a company or act as auditor,

receiver or liquidator of a company for the period that may be specified in the order.

 

(2) An order under paragraph (a) of subsection (1) may be made by a court in the Republic before

which the person is convicted as well as by the High Court.

(3) An application for an order under this section may be made by the Registrar or by the Official

Trustee, or by the trustee in bankruptcy of the person concerned or by the liquidator of a body corporate.

(4) A person intending to apply for an order under this section shall give not less than twenty-eight

days written notice of that intention to the person against whom the order is sought, and to the Registrar if

the application is made by a person other than the Registrar.

(5) On the hearing of an application under this section the applicant, the person against whom the

order is sought, the Registrar and the Official Trustee may appear, and give evidence and call witnesses

and draw the attention of the Court to the relevant matters.

(6) A person against whom an order is made under this section who intends to apply for leave to act as

a director or in the management of a company shall give at least twenty-eight days written notice of that

intention to the Registrar, and the Registrar, the Official Trustee, and that person on whose application the

order was made or who appeared on the hearing at which the order was made, may appear and give

evidence and call witnesses and draw the attention of the Court to the relevant matters.

(7) Where an order is made or leave is granted under this section, the Court making the order or

granting leave shall forward a copy to the Registrar who shall publish a summary of the order in the

Gazette.

(8) The Registrar shall maintain a register or orders made under this section and shall enter in the

register particulars of each order and of a leave granted and the register shall be open to the inspection of

a person on payment of [ten thousand cedis] for each inspection.

(9) A person who acts in contravention of an order made under this section is liable, in respect of each

offence, on conviction to a term of imprisonment not exceeding two years or to a fine not exceeding five

hundred penalty units or to both the imprisonment and the fine.

187. Substitute directors

(1) Unless the company’s Regulations otherwise provide, a company may appoint substitute directors

in accordance with this section.

(2) A substitute director is one who is appointed to act as a deputy for another named director and as

the substitute in the absence of that director.

(3) A substitute director shall not be counted as a director for the purposes of a provision in this Act

or the company’s Regulations prescribing a minimum or maximum number of directors, other than a

provision relating to a quorum, and is not entitled to vote at a meeting of directors or a committee of

directors at which the director for whom that person is a substitute is present.

(4) Except as provided by subsection (3), a substitute director shall be deemed to be a full director of

the company for all purposes and shall be appointed and may be removed in the same way as directors are

required to be appointed and removed, and shall not cease to be a director by reason of the fact that the

director for whom that person is a substitute ceases to be a director.


 

 

188. Alternate directors

(1) Unless prohibited by the Regulations a director may, in respect of a period not exceeding six

months in which that director is absent from the Republic or unable for a reason to act as a director,

appoint another director or any other person approved by a resolution of the board of directors, as an

alternate director.

(2) The appointment shall be in writing signed by the appointor and appointee and lodged with the

company.

(3) An alternate director so appointed

(a) shall, for the period of the appointment, be deemed for all purposes to be a director and

officer of the company and not the agent of the appointor;

(b) shall not be required to hold a share qualification although, under the Regulations, directors

may be so required;

(c) is not entitled to appoint an alternate director;

(d) shall not be counted as a director for the purposes of a provision of this Act or the

Regulations relating to the minimum or maximum number of directors, other than a

provision relating to quorum.

(4) The company is not liable to pay additional remuneration by reason of the appointment of an

alternate director.

(5) The Regulations of the company may provide that the alternate director shall be entitled to receive

from the company during the period of the appointment the remuneration to which the appointor, but for

the appointment, would have been entitled and that the appointor shall not be entitled to remuneration for

that period, but, in the absence of that provision in the Regulations, the alternate director shall not be

entitled to be remunerated otherwise than by the director appointing the alternate director.

(6) An alternate director who is personally a director shall have an additional vote for each director

for whom the alternate director acts as alternate at every meeting of the directors.

(7) The appointment of an alternate director shall cease at the expiration of the period for which the

appointment was made, or if the appointor gives written notice to that effect to the company, or if the

appointor ceases for a reason to be a director, or if the alternate director resigns by notice in writing to the

company.

(8) Until the cessation of the appointment of an alternate director both the appointor and appointee are

and may act as directors of the company, but an alternate, unless personally a director shall not attend or

vote at a meeting of the directors or a committee of directors at which the appointor is present.

189. Presence of directors in Ghana

(1) At least one director of the company shall at all times be present in Ghana.

(2) In the event of a wilful breach of this section, the company and every director of the company who

is in default is liable to a fine not exceeding [twenty-five penalty units] for every day during which the

default continues.

(3) The rights of the company concerned under or arising out of a contract made during the time that a

director of the company is not present in Ghana is not enforceable by action or other legal proceedings.


 

 

(4) For the purpose of subsection (3),

(a) the company may apply to the Court for relief against the disability imposed by subsection

(3) and the Court, on being satisfied that it is just and equitable to grant relief, may grant the

relief generally or as respects a particular contract and on the conditions that the Court may

impose;

(b) that subsection does not prejudice the rights of any other parties as against the company, or

any other person in respect of the contract;

(c) if an action or a proceeding is commenced by any other party against the company to enforce

the rights of that party in respect of the contract, subsection (3) does not preclude the

company from enforcing in that action or proceeding by way of counterclaim, set off or

otherwise, the rights that it may have against that party in respect of that contract.

190. Secretary

(1) A company shall have a secretary and if a company carries on business for more than six months

without a secretary, the company and every officer of the company who is in default is liable to a fine not

exceeding [twenty-five penalty units] for each day that the company continues to carry on business

without a secretary after the expiration of the period of six months.

(2) Anything required or authorised to be done by or to the secretary may, if the office is vacant or

there is not, for any other reason, a secretary capable of acting, be done by or to an assistant or a deputy

secretary or any officer of the company appointed by the directors to be acting secretary.

(3) Unless the Regulations otherwise provide, the secretary shall be appointed by the directors for the

term, at the remuneration and on the conditions that the directors think fit, and may be removed by them,

subject to the right of the secretary to claim damages from the company if removed in breach of contract.

(4) The secretary may be a body corporate.

191. Avoidance of acts in dual capacity as director and secretary

A provision requiring or authorising a thing to be done by or to a director and the secretary shall not

be satisfied by it being done by or to the same person acting both as director and as, or in place of, the

secretary.

 

192. Executive directors

Unless the company’s Regulations otherwise provide,

 

(a) a director may hold any other office or place of profit under the company, other than the

office of auditor, in conjunction with the office of director;

(b) the directors may from time to time appoint one or more of their number to any other office

for the period and on the terms that they may determine and, subject to the terms of an

agreement entered into in a particular case, may revoke the appointment;

(c) subject to compliance with section 194 and subject to section 195 that office may be

remunerated by way of salary, commission, share of profits, participation in pension and

retirement schemes, or partly in one way and partly in another, as the directors may

determine;

(d) in exercising their powers under this section the directors shall observe the rules laid down in


 

 

sections 203 and 204 and, in particular, in determining the amount of remuneration shall

satisfy themselves that the amount of the remuneration is reasonably related to the value of

the services of the holder of the office.

 

193. Managing directors

Unless the Company’s Regulations otherwise provide,

 

(a) the directors may from time to time appoint one or more of their number to the office of

managing director and section 192 shall apply to that appointment;

(b) the appointment of managing director shall be automatically determined if the holder of the

office ceases from a cause to be a director and, unless the agreement entered into in a

particular case otherwise provides, the determination shall not constitute a breach of the

contract with the company;

(c) the directors may entrust to and confer on a managing director any of the powers exercisable

by them on the terms and with the restrictions that they think fit, and collaterally with, or to

the exclusion of their own powers and, subject to the terms of an agreement entered into in a

particular case, may from time to time revoke or vary all or any of those powers.

194. Remuneration of directors

(1) Subject to this section, the fees and other remuneration payable to the directors in whatever

capacity, shall be determined from time to time by ordinary resolution of the company, and not by a

provision in the Regulations or in an agreement, which provision or agreement is void.

(2) The fees payable to the directors as directors shall be determined from time to time by ordinary

resolution of the company and not in any other way.

(3) Where the Regulations of an existing company contain a provision fixing the fees payable to the

directors that provision shall continue in operation and have effect until the date of the first annual

general meeting of the company held next after the commencement of this Act.14(15)

(4) Unless otherwise resolved, the fees payable to directors shall be deemed to accrue from day to day

and the directors are also entitled to be paid the travelling and other expenses properly incurred by them

in attending and returning from meetings of the directors or a committee of the directors or general

meeting of the company or otherwise in connection with the business of the company.

(5) Where a director holds any other office or place of profit under the company in accordance with

section 192 or 193, the terms of the appointment may provide for the remuneration in respect of the

appointment but that director is not entitled to a remuneration additional to the fees to which that person

is entitled as director unless and until the terms of the appointment to that office have been approved by

ordinary resolution of the company.

(6) Where a director holds an office or a place of profit under an appointment made prior to the sixth

day of April, 1961 and the terms of the appointment contain provisions relating to the remuneration,

those provisions, although not approved by ordinary resolution of the company, shall continue in

operation and have effect,

(a) if the appointment is for a fixed term, not determinable by the company or on the director

ceasing to be a director, until the expiration of that fixed period or the earlier determination

of the appointment;

(b) in any other case, until the date of the first annual general meeting of the company held next


 

 

after the commencement of this Act, or the earlier determination of the appointment.15(16)

 

195. Prohibition of tax-free payments

(1) A company shall not pay a director or secretary of the company remuneration free of income tax

or otherwise calculate that remuneration by reference to or varying with the amount of the income tax

payable by the director or secretary except under a contract which was in force prior to the sixth day of

April, 1961 and provides expressly, and not by reference to the company’s Regulations, for payment of

that remuneration.

(2) A provision contained in a company’s Regulations or in a resolution of a company or of a

company’s directors, or in a contract, other than a contract that is excepted from subsection (1), for

payment of that remuneration shall have effect as if it provided for payment, as a gross sum of money,

subject to income tax, of the net sum of money for which it actually provides.

(3) This section shall not apply to remuneration due before the commencement of this Act or in

respect of a period before the commencement of this Act.

196. Register of directors and secretary

(1) A company shall keep at its registered office a register of its directors including substitute

directors appointed in accordance with section 187 but excluding alternate directors appointed in

accordance with section 188 and secretaries.

(2) The register shall contain with respect to each director,

(a) the present forenames and surname,

(b) the former forename or surname,

(c) the usual residential address,

(d) the business occupation, and

(e) particulars of any other directorships, other than alternate directorships, held by the director.

(3) The register shall contain with respect to the secretary or, where there are joint secretaries, with

respect to each of them,

(a) in the case of an individual, the particulars required by paragraphs (a) to (d) of subsection

(2), and

(b) in the case of a body corporate, its corporate name and registered or principal office.

(4) Where all the partners in a firm are joint secretaries the name and principal office of the firm may

be stated instead of the residential address of each partner.

(5) The register shall during business hours, subject to the reasonable restrictions that the company

may by its Regulations impose be open to the inspection of a member of the company without charge and

any other person on payment of [ten thousand cedis] or a less sum that the company may prescribe, for

each inspection.

(6) Not less than two hours in each day other than a Saturday, Sunday or a public holiday shall be

allowed for inspection under subsection (5).

(7) If an inspection required under this section is refused or if default is made in complying with

subsection (1), (2) or (3), the company and every officer of the company who is in default is liable to a

fine not exceeding [five hundred penalty units] and in the case of a refusal the Court may by order compel

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