Question Tag: Shareholding

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BCL – Nov 2024 – L1 – Q1b – Company Directors and Other Officers

Can the Minister for Trade revoke Alidu's board appointment, and what remedies are available to Alidu?

b) Alidu is a board member of Puduo Company LTD, a limited liability company with 5% shareholding by the Ghana Government. Alidu was appointed to the board three years ago by the Founder/Executive Chairman and majority shareholder of the company, Alhassan Morro. In accordance with the regulations of the company, he is entitled to appoint five of the nine-member board. Two of the board members represent worker groups and the other two come from other shareholders including the government. Alidu consented in writing to his appointment but the Minister for Trade just announced the revocation of Alidu’s appointment to the board. Alhassan Morro called Alidu to inform him that the government’s announcement was null and void and should be ignored.

Required:

i) Explain whether the Minister for Trade was justified in nullifying the appointment of Alidu. (6 marks)

ii) What TWO remedies, if any, are available to Alidu in the circumstance of this case? (4 marks)

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BCL – Nov 2024 – L1 – Q1a – Vicarious Liability, Tort, Employment Law

Can Manopor Company LTD be held liable for an accident caused by an employee who violated the company's code of ethics by drinking alcohol during work hours?

a) Gyabaa is a Senior Staff at Manopor Company LTD. The Code of Ethics of the company prohibits drinking alcoholic beverage during working hours. As part of the company’s culture, assorted drinks including alcoholic beverages are made available to all staff once every two months for three hours before the closing hours with no limits on how much each member of staff can consume. After one of such drink ups, Gyabaa, whilst driving home, had an accident and injured another road user. The cause of the accident was attributed to excess intake of alcohol by Gyabaa. Ahorlu, the injured victim is claiming he will take the matter to the Supreme Court.

Required:

i) Can the management of Manopor Company LTD be held liable for the accident caused by Gyabaa? (5 marks)

ii) Explain if Ahorlu can sue the company at the Supreme Court. (5 marks)

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BL – May 2023 – L1 – SA – Q11 – Company Law

Identify when shareholding qualification is required for a director.

When is shareholding qualification required of a director?

A. To screen those qualified
B. At the direction of the Corporate Affairs Commission
C. When stipulated by the Memorandum of Association
D. When stipulated by the Articles of Association
E. When required by a Bill

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BL – March July 2020 – L1 – SB – Q2c – Company Law

Involves a case regarding the liability of the company and its shareholders when the company is winding up.

Chief Ochoma was a very successful electronics dealer as a sole proprietor. Two years ago, he incorporated a limited liability company with the name “Ochoma and Sons Limited” to take over the business. Ochoma and his sons are the subscribers of the 1,000,000 equity shares of the company at ₦1.00 per share. Chief Ochoma subscribed 970,000 shares and each of the three sons subscribed to 10,000 shares.

The company’s warehouse was razed by fire last year, and all the stock of electronics was burnt, resulting in the company’s huge indebtedness to unsecured trade creditors. In the process of winding up Ochoma and Sons Limited, the unsecured creditors insisted that Chief Ochoma should pay the debts the company owes them because he is the de facto owner of the company.

Required:
Advise Chief Ochoma, stating the legal issues involved.

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AT – May 2021 – L3 – Q5b – Mergers, amalgamation and reorganisation

Advise on the tax implications of Japan Rocks acquiring 60% of shares in Konadu Yiadom Ltd.

The shareholders of Japan Rocks, a computer chip manufacturing company based in Japan, are planning on acquiring 60% of the shares in Konadu Yiadom Ltd in Ghana. The return on income for Konadu Yiadom Ltd for the year ended 31 December 2020 showed a loss of GH¢3,600,000 and the financial cost of GH¢900,000.

Required:
Advise Japan Rocks and its shareholders on the income tax implications of the acquisition of shares by Japan Rocks and the treatment of financial cost.

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BCL – Dec2022 – Q4b – Alternative forms and constitutions of business organisations

Discuss the requirements for incorporating a company and the implications of unpaid shares.

Lucy Kondomire and Adele Amaney have been engaged in the formation of a private company limited by shares to engage in a curtain business. They are very eager to win a contract to supply the new Parliament House with 3,000 yards of curtains as part of a planned refurbishment of the Chamber of Parliament. They are optimistic of being awarded the contract in view of the President’s campaign to promote locally produced and manufactured goods. They have already proposed the name of the company to be “Nyamenehene Curtains Plaza.” The company is to be registered with 1,000,000 ordinary shares of no-par value and fully subscribed 600,000 and 400,000 shares respectively. In view of this, they have approached you as a Consultant to take over the process of incorporating their company as quickly as possible to enable them to win the contract. They have expressed their desire to pay any fee possible if the process is completed within five days.

Required:
i) State EIGHT (8) requirements for the incorporation of a company to Lucy Kondomire and Adele Amaney. (6 marks)
ii) If it turned out later that Adele Amaney did not pay fully for the shares she subscribed to, and have not been issued with a share certificate, what would be the implication of this occurrence? (4 marks)

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BCL – Nov 2024 – L1 – Q1b – Company Directors and Other Officers

Can the Minister for Trade revoke Alidu's board appointment, and what remedies are available to Alidu?

b) Alidu is a board member of Puduo Company LTD, a limited liability company with 5% shareholding by the Ghana Government. Alidu was appointed to the board three years ago by the Founder/Executive Chairman and majority shareholder of the company, Alhassan Morro. In accordance with the regulations of the company, he is entitled to appoint five of the nine-member board. Two of the board members represent worker groups and the other two come from other shareholders including the government. Alidu consented in writing to his appointment but the Minister for Trade just announced the revocation of Alidu’s appointment to the board. Alhassan Morro called Alidu to inform him that the government’s announcement was null and void and should be ignored.

Required:

i) Explain whether the Minister for Trade was justified in nullifying the appointment of Alidu. (6 marks)

ii) What TWO remedies, if any, are available to Alidu in the circumstance of this case? (4 marks)

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BCL – Nov 2024 – L1 – Q1a – Vicarious Liability, Tort, Employment Law

Can Manopor Company LTD be held liable for an accident caused by an employee who violated the company's code of ethics by drinking alcohol during work hours?

a) Gyabaa is a Senior Staff at Manopor Company LTD. The Code of Ethics of the company prohibits drinking alcoholic beverage during working hours. As part of the company’s culture, assorted drinks including alcoholic beverages are made available to all staff once every two months for three hours before the closing hours with no limits on how much each member of staff can consume. After one of such drink ups, Gyabaa, whilst driving home, had an accident and injured another road user. The cause of the accident was attributed to excess intake of alcohol by Gyabaa. Ahorlu, the injured victim is claiming he will take the matter to the Supreme Court.

Required:

i) Can the management of Manopor Company LTD be held liable for the accident caused by Gyabaa? (5 marks)

ii) Explain if Ahorlu can sue the company at the Supreme Court. (5 marks)

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BL – May 2023 – L1 – SA – Q11 – Company Law

Identify when shareholding qualification is required for a director.

When is shareholding qualification required of a director?

A. To screen those qualified
B. At the direction of the Corporate Affairs Commission
C. When stipulated by the Memorandum of Association
D. When stipulated by the Articles of Association
E. When required by a Bill

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BL – March July 2020 – L1 – SB – Q2c – Company Law

Involves a case regarding the liability of the company and its shareholders when the company is winding up.

Chief Ochoma was a very successful electronics dealer as a sole proprietor. Two years ago, he incorporated a limited liability company with the name “Ochoma and Sons Limited” to take over the business. Ochoma and his sons are the subscribers of the 1,000,000 equity shares of the company at ₦1.00 per share. Chief Ochoma subscribed 970,000 shares and each of the three sons subscribed to 10,000 shares.

The company’s warehouse was razed by fire last year, and all the stock of electronics was burnt, resulting in the company’s huge indebtedness to unsecured trade creditors. In the process of winding up Ochoma and Sons Limited, the unsecured creditors insisted that Chief Ochoma should pay the debts the company owes them because he is the de facto owner of the company.

Required:
Advise Chief Ochoma, stating the legal issues involved.

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AT – May 2021 – L3 – Q5b – Mergers, amalgamation and reorganisation

Advise on the tax implications of Japan Rocks acquiring 60% of shares in Konadu Yiadom Ltd.

The shareholders of Japan Rocks, a computer chip manufacturing company based in Japan, are planning on acquiring 60% of the shares in Konadu Yiadom Ltd in Ghana. The return on income for Konadu Yiadom Ltd for the year ended 31 December 2020 showed a loss of GH¢3,600,000 and the financial cost of GH¢900,000.

Required:
Advise Japan Rocks and its shareholders on the income tax implications of the acquisition of shares by Japan Rocks and the treatment of financial cost.

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BCL – Dec2022 – Q4b – Alternative forms and constitutions of business organisations

Discuss the requirements for incorporating a company and the implications of unpaid shares.

Lucy Kondomire and Adele Amaney have been engaged in the formation of a private company limited by shares to engage in a curtain business. They are very eager to win a contract to supply the new Parliament House with 3,000 yards of curtains as part of a planned refurbishment of the Chamber of Parliament. They are optimistic of being awarded the contract in view of the President’s campaign to promote locally produced and manufactured goods. They have already proposed the name of the company to be “Nyamenehene Curtains Plaza.” The company is to be registered with 1,000,000 ordinary shares of no-par value and fully subscribed 600,000 and 400,000 shares respectively. In view of this, they have approached you as a Consultant to take over the process of incorporating their company as quickly as possible to enable them to win the contract. They have expressed their desire to pay any fee possible if the process is completed within five days.

Required:
i) State EIGHT (8) requirements for the incorporation of a company to Lucy Kondomire and Adele Amaney. (6 marks)
ii) If it turned out later that Adele Amaney did not pay fully for the shares she subscribed to, and have not been issued with a share certificate, what would be the implication of this occurrence? (4 marks)

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