Laws of Ghana Active 1963Companies Act, 1963 Act 197 (Revised)
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ACT 179
Companies Act. 1963
ACT 179
COMPANIES ACT, 1963
ARRANGEMENT OF SECTIONS
CHAPTER ONE
Preliminary
SECTION
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 Mullers 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.
20. Prints of Tables A and B.
21. Effect of Regulations.
22. Alteration of Regulation.
23. Copies of Regulations.
ill -351 (Issue 2 J
sting companies.
20. Prints of Tables A and B.
21. Effect of Regulations.
22. Alteration of Regulation.
23. Copies of Regulations.
ill -351 (Issue 2 J
ACT 179
Companies Act, 1963
PARTC
Capacity ofCompanies
SECTION
24. Powers of companies.
25. Limits of company’s authority.
26. Alteration of authorised businesses.
PARTD
Commencement ofBusiness
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.
PARTF
Shares
39. Nature of shares.
40. No par shares.
41. Issue of shares.
42. Payment of shares.
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................
53. Issue of share certificates.
54. Effect of share certificates.
[ Issue 21 III -352
51. Canons of construction of class rights.
52................
53. Issue of share certificates.
54. Effect of share certificates.
[ Issue 21 III -352
ACT 179
Companies Act. 1963
SECTION
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 ofsections 59 to 63 in relation to authorised mutual funds. 65. Acquisition of shares of holding company. PARTG
Stated Capital and Dividends
66. Meaning of “stated capital”. 67. Reduction of stated capital. 68. Modification ofsections 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. 77. Order confirming the resolution. 78. Order and minute to be registered. 79. Protection of creditors.
Court. 76. Application for confirming order. 77. Order confirming the resolution. 78. Order and minute to be registered. 79. Protection of creditors.
PART 1
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. ill -353 [Issue 2]
debentures. 85. Convertible debentures. 86. Secured or naked debentures. 87. Meaning of "floating charge . 88. Powers of the Court. ill -353 [Issue 2]
ACT 179
Companies Act, 1963
SECTION
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 oj 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. 105. Stamp duties in case of securities registered in branch registers. 106. Provisions as to branch registers kept in Ghana. PART L
Registration ofParticulars 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.
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. PARTM
Registered Office, Publication ofName and Annual Return
119. Registered Office. [Issue 2] III-354
ompany. 118. Registration constituting notice. PARTM
Registered Office, Publication ofName and Annual Return
119. Registered Office. [Issue 2] III-354
ACT 179
Companies Act, 1963
SECTION
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. 133. Auditors' report. 134. Appointment and remuneration of auditors. 135. Removal of auditors. 136. Functions of auditors. PARTG
Acts by or on behalf ofthe 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.
ot 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. ill-355 (Issue 1]
l meetings. 150. Extraordinary general meetings. 151. Place of meetings. 152. Length of notice of meetings. 153. Contents of notice. ill-355 (Issue 1]
ACT 179
Companies Act, 1963
SECTION
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. 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. PARTQ
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.
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. [Issue 1] III-356
of directors in Ghana. 190. Secretary. 191. Avoidance of acts in dual capacity as director and secretary. 192. Executive directors. [Issue 1] III-356
ACT 179
Companies Ad, 1963
SECTION
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. 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 2 11 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.
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 cany 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. 111-357 f issue 1]
227 Power to require information as to persons interested in shares or debentures. 228. Saving for legal practitioners and bankers. 111-357 f issue 1]
ACT 179
Companies Act, 1963
PART S
Arrangements and Amalgamations
SECTION
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. PARTT
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
Finding Up
246. Modes of winding up. 247. Declaration of solvency. 248. Procedure on resolution for liquidation. 249.
ent of receivers’ duties. PART U
Finding 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. [Issue I] III-358
liquidator in case of insolvency. 259. Stay of proceedings. 260. Dissolution of companies. 261. Dissolution without full winding up. [Issue I] III-358
ACT 179
Companies Act, 1963
PAR T V
Documents
SECTION
262. Service of documents by company. 263. Service of documents on company. 264. Books and registers. PAR I' 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.
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 ofsections 275 to 279 and 281 to 284 to authorised mutualfunds. 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. ill-359 [Issue 1]
or omissions in a prospectus. 287 Rescission for mis-statements in a prospectus. 288. Voting rights of shares offered to the public. ill-359 [Issue 1]
ACT 179
Companies Act, 1963
SECTION
289. Public invitations to deposit money with public companies. 290. Prohibition of waiver and notice clauses. 291. Criminal liability for mis-statements. 291 A. Discretion of Registrar to waive or modify application of Part A of Chapter VI. PARTB
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. PARTC
Annual Returns and Auditors
295. Documents to be annexed to the annual return of a public company. 296. Qualification of auditors of public company. PARTD
General Meetings
297. Extra-ordinary general meetings of public companies. PARTE
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. 305.
xternal company”. 303. Documents to be delivered to Registrar by external company. 304. Returns required on alteration of registered particulars. 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. [Issue 1] III-360
l of public invitations relating to external companies. 315. Control of public invitations relating to other non-Ghanaian companies. [Issue 1] III-360
ACT 179
Companies Act. 1963
SECTION
316. Application of sections 266 and 267 to external and non-Ghanaian companies.
317. interpretation.
CHAPTER SIX
Supplementary
PART A
Unit Trusts and Mutual Funds
318. Unit trusts.
319. Mutualfunds.
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.
Ill-361 [Issue I ]
er to obtain directions of the Court.
338. Periodical reports by Registrar.
339. Extension to unregistered companies.
340. Repeals.
Ill-361 [Issue I ]
ACT 179
Companies Act, 1963
SCHEDULES
FIRST SCHEDULE
Definitions
SECOND SCHEDULE
Tables A and B
THIRD SCHEDULE
Form ofAnnual Return
FOURTH SCHEDULE
Accounts
FIFTH SCHEDULE
Auditors ’ Report
SIXTH SCHEDULE
Statement in lieu ofProspectus
SEVENTH SCHEDULE
Prospectus
EIGHTH SCHEDULE
Fees
NINTH SCHEDULE
Transitional Provisions affecting Existing Companies
TENTH SCHEDULE
Repeals
ACT 179
COMPANIES ACT, 1963’
AN ACT to amend and consolidate the law relating to companies and to provide for
related matters.
CHAPTER ONE
Preliminary
1. Commencement
Spent.2
1. The long title to the 1963 Code refers to it as an Act and that term is now used. It was assented to on 28th
May 1963.
2. The section provides for the first day of July, 1963 as the day for the coming into operation of the Act.
[Issue 1] III-362
ed to on 28th
May 1963.
2. The section provides for the first day of July, 1963 as the day for the coming into operation of the Act.
[Issue 1] III-362
ACT 179
Companies Act, 1963
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
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 acquisi
tion 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 carry
ing on the business of banking, insurance or any other business which is subject to special
regulation. 7.
ial legislation relating to companies carry
ing on the business of banking, insurance or any other business which is subject to special
regulation. 7.
Saving of equity and common law
The Riles 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. 3. (I)
(2)
(3)
The section reads,
Except where otherwise provided, the provisions of this Code shall apply to all companies formed in
Ghana whether before or after the commencement of this Code, under the provisions of the Compa
nies Ordinance (Cap. 193) or this Code. Nothing in this Code contained shall affect the validity of anything done before the date when the
Code comes into operation. The provisions of this Code which require or may require immediate action by existing companies
when this Code comes into operation are referred to in the Ninth Schedule to this Code. ill-363 [Issue 1]
quire immediate action by existing companies
when this Code comes into operation are referred to in the Ninth Schedule to this Code. ill-363 [Issue 1]
ACT 179
Companies Act, 1963
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 un
dertake 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 com
pany or a public company.
a limit on the liability
of its members. (2) A company of any of the types specified in subsection (1) may be a private com
pany 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 com
pany, were while in that employment, and have continued after the
determination of that employment to be members or debenture hold
ers 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.
pany 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 car
rying on business for the purpose of making profits. (2) Where a company limited by guarantee carries on business for the purpose of mak
ing 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
[Issue 1] III -364
are cognisant of the fact that it is
so carrying on business are jointly and severally liable for the payment and discharge of the
[Issue 1] III -364
ACT 179
Companies Act. 1963
debts and liabilities of the company incurred in carrying on that business, and the company
and those ofticers and members are each liable to a line 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 lim
ited by guarantee is at any time less than [seven million cedis], every director and mem
ber of the company who is cognisant of the breach is liable to a fine not exceeding [five
hundred penally units]. 11.
n cedis], every director and mem
ber of the company who is cognisant of the breach is liable to a fine not exceeding [five
hundred penally 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 guaran
tee 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 sur
render to the company for cancellation of all the shares held by them im
mediately prior to the conversion;
(f) 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.
ntribute 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 con
firming that the conditions of subsection (1) have been complied with,
the Registrar shall issue a new certificate of incorporation altered to meet the circum
stances of the case; and from the dale mentioned in the certificate
(c) the company shall be converted into a company limited by guarantee,
(cl) the shares in the company shall be validly surrendered and cancelled de
spite 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
ofihe word “Limited” as the last word of the name of the company after conversion shall
not be regarded as a change of name. ill-365 [issue 1]
mission
ofihe word “Limited” as the last word of the name of the company after conversion shall
not be regarded as a change of name. ill-365 [issue 1]
ACT 179
Companies Act, 1963
(4) If the Registrar is of the opinion that the name under which the company is regis
tered will be misleading or undesirable on its conversion to a company limited by guaran
tee, the Registrar shall, in accordance with subsection (5) of section 15, direct the com
pany 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 com
pany 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.
he 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 pro
moter’s failure so to do. (4) A promoter who acquires a property or an information in circumstances in which
it was the promoter’s duly as a fiduciary to acquire it on behalf of the company shall ac
count to the company for the property and for the profit which the promoter may have
made from the use of that property or information.
mpany shall ac
count 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 com
pany unless, after full disclosure of the material facts known to the promoter, the transac
tion 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 com
pany’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 en
force any of its rights under this section. [Issue 1] III -366
. (6) A period of limitation shall not apply to proceedings brought by a company to en
force any of its rights under this section. [Issue 1] III -366
ACT 179
Companies Act, 1963
(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, in
cluding 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.
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, incom
petent 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 li
ability of its members is limited.
tify under the Registrar’s
seal that the company is incorporated and, in the case of a limited company, that the li
ability of its members is limited.
(5) From the dale 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. 111-367 [Issue 1]
duly registered and incorporated under this Act
and proceedings shall not be brought in a Court to cancel or annul the registration. 111-367 [Issue 1]
ACT 179
Companies Act, 1963
(8) Subsection (7) does not prejudice the institution of proceedings to wind up the
company in accordance with section 247. 15. Names of companies
(I) The last word of the name of a company limited by shares shall be “Limited”. (2) Spent.4
(3) A company shall not be registered by a name which, in the opinion of the Regis
trar, is misleading or undesirable. (4) A company may, by special resolution and with the approval of the Registrar sig
nified 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.
istered 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
(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 in
corporation altered to meet the circumstances of the case.
e
new name on the register in place of the former name, and shall issue a certificate of in
corporation 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 reg
istered 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 com
pany or render defective legal proceedings by or against the company, and legal proceedings
4. The provision provided that,
an existing company limited by shares which has been licensed under section 15 of the Companies Ordi
nance (Cap 193), to dispense with the world "Limited” shall retain the right to such dispensation until the
expiration of six months after the commencement of this Code. 5. The provision, subsection (6) provided that the decision of the Court "shall be final and conclusive”. This is
unconstitutional by virtue of article 137 of the Constitution. [Issue 1] III-368
at the decision of the Court "shall be final and conclusive”. This is
unconstitutional by virtue of article 137 of the Constitution. [Issue 1] III-368
ACT 179
Companies Act, 1963
that might have been continued or commenced against it by its former name may be con
tinued 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.
cement 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 stale the num
ber of shares with which the company is to be registered.
imited. (4) In the case of a company having shares, the Regulations shall also stale the num
ber 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, staling 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 properly shall
not be paid or transferred directly or indirectly to the members of the com
pany except as permitted in the Regulations;
(b) state that each member undertakes to contribute to the assets of the com
pany 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
III - 369 [Issue 1]
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
III - 369 [Issue 1]
ACT 179
Companies Act, 1963
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 dis
charge of all its debts and liabilities a properly of the company that prop
erly shall not be distributed among the members but shall be transferred to
some other company limited by guarantee having objects similar to the ob
jects of the company or applied to some charitable object, any other com
pany 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 constitu
tion and administration of the company. 17.
ution of
the company. (6) The Regulations may contain any other lawful provisions relating to the constitu
tion 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 ex
isting company which, pursuant to section 19, adopts Regulations in lieu of its memoran
dum 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 1, 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 1, if a private company, or Table A Part II, if a pub
lic 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.
ns 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 Regula
tions 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 ac
ceptable 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 sub
scriber 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 lake at least
one share. (3) The Regulations shall not be chargeable to a stamp duty. [Issue 1] III-370
he cash price payable for the shares and shall lake at least
one share. (3) The Regulations shall not be chargeable to a stamp duty. [Issue 1] III-370
ACT 179
Companies Act. 1963
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 staled 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 arti
cles, 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.
opy 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 per
son 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 obli
gation, 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 pro
visions of section 324 shall apply. 22.
or officer and all other
members or officers who may be affected other than any who are defendants and the pro
visions 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 com
pany is not formed for the purpose of carrying on a business, the objects for
111-371 [Issue 1]
h the company is authorised to carry on or, if the com
pany is not formed for the purpose of carrying on a business, the objects for
111-371 [Issue 1]
ACT 179
Companies Act, 1963
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 or
der 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;
() 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 condi
tions 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.
ed 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 is
sued after the date of the alteration and whether to a member or otherwise shall be in ac
cordance 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 ex
ceeding [fifty penalty units]. (Issue 1] III-372
ompany and
every officer of the company who is in default is liable for each offence to a fine not ex
ceeding [fifty penalty units]. (Issue 1] III-372
ACT 179
Companies Act, 1963
PART C
Capacity o f Companies
24. Powers of companies
Except to the extent that a company’s Regulations otherwise provide, a company reg
istered 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 (I) of this section may be asserted in proceedings under
section 210, 218 or 247 or under subsection (4) of this section.
. (2) A breach of subsection (I) 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 properly 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.
he 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 parlies 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 parlies to the contract compensation for
the loss or damage sustained by them by reason of the setting aside or prohi
bition of the performance of the contract but not compensation for loss of an
ticipated 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 busi
nesses which it is authorised to cany 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 lo the Court for the alteration under subsection (1) to be an
nulled, shall not have effect except in so far as it is confirmed by the Court. ill-373 (Issue 1]
urt for the alteration under subsection (1) to be an
nulled, shall not have effect except in so far as it is confirmed by the Court. ill-373 (Issue 1]
ACT 179
Companies Act, 1963
(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 deben
tures 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 af
ter 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 no
tice 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 com
pany 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 de
bentures 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 de
bentures 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 or
der 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 docu
ment 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]. [Issue ij III - 374
s section, the company and every officer of the company who is in
default is liable to a fine not exceeding [fifty penalty units]. [Issue ij III - 374
ACT 179
Companies Act. 1963
PARTD
Commencement ofBusiness
27.
ACT 179
Companies Act. 1963
PARTD
Commencement ofBusiness
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 inci
dental 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 par
ticulars, 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;
() if its register of members is kept and maintained elsewhere than at the reg
istered 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 dis
tinguishing between the amount presently due for payment and the
amount not yet due for payment.
res, the amount remaining payable on those shares dis
tinguishing 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 stale that the declara
tion 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
111-375 (issue 1]
sue of its shares consideration to the value
of at least
(i) twenty million cedis of which at least five million cedis shall be paid
111-375 (issue 1]
ACT 179
Companies Act, 1963
in cash within the meaning of section 45 in respect of a public com
pany, 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 com
pany,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 borrow
ing 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 sec
tion 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.
d
(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.
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 im
posed 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;
6. Amended by paragraph (a) of section 1 of the Companies Code (Amendment) Act, 1980 (Act 421) and
substituted by section 1 of the Companies Code (Amendment) Act, 1997 (Act 131). That Act provided that
the substitution shall apply to a company after the coming into operation of the Act. [Issue 1] 111-376
t) Act, 1997 (Act 131). That Act provided that
the substitution shall apply to a company after the coming into operation of the Act. [Issue 1] 111-376
ACT 179
Companies Act, 1963
(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.
n 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 com
pany’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 (I) of section 28 had been complied with prior to the
incurring of the debt or liability.
reasonable grounds that paragraphs (a)
and (b) of subsection (I) 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 com
pany and every signatory of the return or declaration is liable to a fine not exceeding [one
hundred and fifty penally units]. PART E
Membership of Companies
30. Constitution of membership
(1) The subscribers to the Regulations are members of the company and on its regis
tration 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 com
pany 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 Regula
tions 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.
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 trans
mitted 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. 111-377 [Issue 1]
by guarantee continues until the member dies,
or validly retires or is excluded from membership in accordance with the Regulations. 111-377 [Issue 1]
ACT 179
Companies Act. J963
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 mem
ber 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.
yable 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.
n 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 reg
ister 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 pen
alty units for every day during which the default continues. [Issue 1] III-378
any who is in default is liable to a fine not exceeding twenty-five pen
alty units for every day during which the default continues. [Issue 1] III-378
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Companies Act. 1963
(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 registra
tion 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.
ember 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 pre
scribe, 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 often 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.
ay 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 lime 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, un
der section 32, are required to be entered on the register. 111-379 [Issue 1 ]
lt is made in entering on the register any of the particulars which, un
der section 32, are required to be entered on the register. 111-379 [Issue 1 ]
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Companies Act, 1963
(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 ques
tion 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 rectifica
tion 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 per
son 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.
e 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 li
able 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 is
sued, or in accordance with a call validly made by the company pursuant to the com
pany’s Regulations. (2) Where a contribution has become due and payable in accordance with subsec
tion (1), or where, under the terms of an agreement with the company, a member has un
dertaken 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 mem
ber are subsequently transferred, or forfeited under a provision to that effect in the com
pany’s Regulations, but that member’s liability shall cease if the company receives pay
ment 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 con
tribute to the assets of the company except in the event of its being wound up.
subsections (1) and (2), a member or past member is not liable to con
tribute 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 ad
justment 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;
[Issue 1] 111 - 380
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;
[Issue 1] 111 - 380
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Companies Act, 1963
(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 re
quired 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 ac
cordance 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 mem
bers amongst themselves.
on, but that sum shall be taken into account for the
purposes of final adjustment of the rights of the members and former mem
bers 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 com
pany 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 com
pany 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.
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 Aci. 40. No par shares
(I) The shares created or issued after the commencement of this Act shall be shares
of no par value. Ill - 381 f issue 1]
this Aci. 40. No par shares
(I) The shares created or issued after the commencement of this Act shall be shares
of no par value. Ill - 381 f issue 1]
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Companies Act, 1963
(2) Shares issued prior to the commencement of this Act shall be deemed to be con
verted into shares of no par value, but the conversion shall not affect the rights and li
abilities 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.
y, 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 com
pany 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 capitalisa
tion issue of shares pursuant to subsection (1) of section 74.
(3) The particulars referred to in subsection (2) shall not be required on a capitalisa
tion 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 (0111cial Liquida
tion) 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 di
rect 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 is
sue, 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;
[Issue 1] 111-382
attributable to each of the items specified in
subsection (1) of section 66;
(b) the number of its authorised shares of each class;
[Issue 1] 111-382
ACT 179
CompaHies Act, 1963
(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 ease 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.
cer 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 properly 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 secu
rities for money. 46. Classification of shares
(I) The Regulations of a company may provide for different classes of shares by at
taching to certain of the shares preferred, deferred or any other special rights or restric
tions, 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
rale for all purposes. 47.
vidend, voting, repayment or otherwise. (2) Shares shall not be deemed to be of the same class unless they rank at the same
rale 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. Ill -383 [Issue 1]
variation shall not be altered except with the sanction of
the Court under a scheme of arrangement in accordance with section 231. Ill -383 [Issue 1]
ACT 179
Companies Act, J963
(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 hold
ers 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.
lders 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 ag
gregate 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 share
holders entitled to make the application by one or more of their number as they may ap
point in writing.
fected and may be made on behalf of the share
holders entitled to make the application by one or more of their number as they may ap
point 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 share
holders 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 re
ferred 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.
o 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”. [Issue 1] III-384
r 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”. [Issue 1] III-384
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Companies Act, 1963
49. Suspension of voting rights of preference shares
a (1) Despite section 31, the Regulations may provide that the right of holders of pref-
Y erence 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
w from a date not more than twelve months, or a lesser period that the Regu
lations 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
(cl) on a resolution for the winding-up of the company or during the winding-
up of the company.
o appoint another
person in place of that auditor; or
(cl) 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 gen
eral 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 voles
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 ap
pointed 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.
pointed, 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 at
tached 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;
111-385 (Issue 21
the contrary intention appears, a dividend shall not be payable on
any shares unless the company resolves to declare that dividend;
111-385 (Issue 21
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Companies Act, 1963
(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 cumula
tive preferential dividend whether or not earned or declared shall be pay
able 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 fur
ther 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 con
trary intention appears, that class shall not have a further right to participate
in the distribution of assets in the winding-up;
() in determining the rights of the various classes to share in the distribution
of the company’s properly 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 con
trary intention appears.
ile the company remained a going concern;
(g) subject to this section, all shares rank equally in all respects unless the con
trary intention appears.
52. Repealed.^
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 num
bers 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. continued on page 387
6a. Repealed by section 62 (2) of the Central Securities Depository Act, 2007 (Act 733). [Issue 2] 111-386
y reasonably require. continued on page 387
6a. Repealed by section 62 (2) of the Central Securities Depository Act, 2007 (Act 733). [Issue 2] 111-386
ACT 179
Companies Act, 1963
(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.
nce 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 state
ments 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 (i) and (2) do not affect a right the company may have to be indem
nified 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 ca
pable 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.
assed 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. ill-387 (issue 1]
company from voluntarily acquiring its own
shares on its conversion to a company limited by guarantee in accordance with section 11. ill-387 (issue 1]
ACT 179
Companies Act, J963
(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 al
teration or release is void and every officer of the company who is in de
fault is liable to a fine not exceeding [five hundred penalty units],
(b) if the breach is of paragraph (c) or (cl) 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 com
pany 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.
e 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.
id 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 ex
ceed 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 com
pany, 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 com
pany 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
[Issue I] III-388
the company or an
associated company including a director holding a salaried employment in
the company or an associated company; or
[Issue I] III-388
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Companies' Ad.
ACT 179
Companies' Ad.
1963
(cl) the making by a company of loans to persons, other than directors, genu
inely 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 sub
scribing or purchasing shares; or
() 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 applica
tion 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
59.
as 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
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 com
pany 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 is
sued 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 subseclion (1) shares shall not be redeemed, purchased or ac
quired 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.
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 for
feiture 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. 7 inserted by section 1 of the Companies Code (Amendment) Act, 1994 (Act 474). 111-389 (Issue 11
, shall not reduce the stated capital of the company. 7 inserted by section 1 of the Companies Code (Amendment) Act, 1994 (Act 474). 111-389 (Issue 11
ACT 179
Companies Act, 1963
(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 re
deem 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.
e 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 redemp
tion; 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.
ult 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 ac
count referred to in section 63 or out of transfers to that account in the man
ner 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 dis
regarded. [Issue 1] Ill - 390
of that class, which have been issued. (2) For the purposes of subsection (1), redeemable preference shares shall be dis
regarded. [Issue 1] Ill - 390
ACT 179
Companies Act, 1963
(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 sur
plus, as defined in section 70.
f money not less than the amount to
be expended on the redemption or purchase by transferring that sum from income sur
plus, 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 sub
section (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.
graph (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).
(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. 111-391 [Issue 1]
nt 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. 111-391 [Issue 1]
ACT 179
Companies Act, 1963
(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 ofsections 59 to 63 in relation to authorised mutualfunds*
in relation to a company which is for the time being an authorised mutualfund within
the meaning of section 319, any of the provisions ofsections 59 to 63 may be waived or
modified by order ofthe Registrar in accordance with section 319. 65.
aning of section 319, any of the provisions ofsections 59 to 63 may be waived or
modified by order ofthe 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 representa
tive 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 com
pany 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 subsec
tion (1) of section 74. PARTG
Stated Capital and Dividends
66.
hares in the holding company except on a capitalisation issue in accordance with subsec
tion (1) of section 74. PARTG
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 deduc
tions 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 trans
fer 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
8. Not applicable in view of the repeal of section 319. (Issue I] III-392
l, until the number of treasury shares of that class is exhausted, be deemed
8. Not applicable in view of the repeal of section 319. (Issue I] III-392
ACT 179
Companies Act, 1963
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 attribut
able 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 evety officer of the company who is in default is
liable to a fine not exceeding [twenty-five penally units] for every day during which the
default continues. 67.
r of the company who is in default is
liable to a fine not exceeding [twenty-five penally units] for every day during which the
default continues. 67.
Reduction of stated capital
(1) Despite subsection (4) of section 59, the staled 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 dale of redemption. (2) An unlimited company may, if authorised by its Regulations, reduce its staled
capital by ordinary resolution. (3) Subject to subsections (1) and (2) of this section and to section 68, a company
may not reduce its staled capital except in accordance with seclions 75 to 79. 68. Modification ofsections 66 and 67 in relation to authorised mutualfunds'
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 oj
any directions made by order of the Registrar pursuant to section 319. 69.
of section 319 sections 66 and 67 shall have effect subject to the terms oj
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 accor
dance 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 ac
counting principles, be credited to profit and loss account, unless the
amount of the appreciation has been transferred to stated capital, and
9. Not applicable in view of the repeal of section 319
111-393 [Issue 1]
ss the
amount of the appreciation has been transferred to stated capital, and
9. Not applicable in view of the repeal of section 319
111-393 [Issue 1]
ACT 179
Companies Act, 1963
(b) a balance standing to the credit of the share deals account immediately be
fore 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.
alue 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, re
turn 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 distri
bution, the total amount with interest on the payment, return or distribution
shall be restored to the company by the directors in accordance with para
graph (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 accor
dance with paragraph (a) of this subsection they shall have a right to be in
demnified by a shareholder who has received an amount knowing that it
contravenes subsection (1) to the extent of the amount received by the share
holder with interest on that account at the rate of five percent per annum.
ntravenes subsection (1) to the extent of the amount received by the share
holder 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 restora
tion 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 credi
tors, 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 retum of its assets to its members. [Issue i] III-394
1) A company limited by guarantee shall not at any time pay a dividend or make a
distribution or retum of its assets to its members. [Issue i] III-394
ACT 179
Companies Act, 1963
(2) Where a payment, distribution or return is made in contravention of subsec
tion (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 penally units]. 73. Declaration of dividends
(1) Subject to sections 71 and 72 a company may by ordinary resolution declare divi
dends 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.
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 staled capi
tal pursuant to paragraph (c) of subsection (I) of section 66, the company on the recom
mendation 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 (I) shall be referred to as a capitalisation issue.
l
shall be deemed to be paid, otherwise than in cash, on the shares. (2) An issue under subsection (I) 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 law
fully 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 divi
dend, 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 recommen
dation 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 corpo
rate or of fully paid debentures of the company of a nominal amount equal to the amount
so directed to be paid.
or debentures of any other body corpo
rate 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 distribu
tion in accordance with subsection (4), but not in the case of a capitalisation issue in ac
cordance with subsection (1), may sell the shares, debentures or securities for money rep
resented 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 nomi
nated in writing by the directors and the signature of that person shall be effective and
binding on all the members. Ill - 395 [Issue 1]
person nomi
nated in writing by the directors and the signature of that person shall be effective and
binding on all the members. Ill - 395 [Issue 1]
ACT 179
Companies Act, 1963
PARTH
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 spe
cial 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 requir
ing 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.
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 re
spect 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 wind
ing 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 pay
ment of that creditor’s debt or claim by appropriating, as the Court may di
rect, 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;
[Issue 1] III-396
l 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;
[Issue 1] III-396
ACT 179
Companies Act, 1963
(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.
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 enti
tled 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.
h 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 reduc
tion shall lake 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
(!) 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
ill-397 [Issue 1]
bt or claim to oppose the confirmation, is
by reason of ignorance of the proceedings for confirmation, or of their nature and effect
ill-397 [Issue 1]
ACT 179
Companies Act, 1963
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.
iable 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 dale of the reg
istration 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 confinnation,
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. PARTI
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.
f 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 set
ting 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. [Issue 1] HI-398
eed under the common seal of the company
in the form of a deed poll or an indenture in favour of trustees for debenture stockholders. [Issue 1] HI-398
ACT 179
Companies Act, 1963
(6) In this Act, unless the context otherwise requires, “debenture” includes “deben
ture slock”, “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. Repealed/*
83. Effect of statements in debentures
(1) Statements made in debentures or debenture stock certificates arc prima facie evi
dence of the title to the debentures of the person named in the statement as the registered
holder and of the amounts secured thereby.
prima facie evi
dence 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 certifi
cate, the company is estopped in favour of that person from denying the continued accu
racy 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 in
demnified 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 expira
tion of a period however long. 85.
condition made irredeemable
or redeemable only on the happening of a contingency, however remote, or on the expira
tion 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 prop
erty 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. 9a. Repealed by section 62 (3) of the Central Securities Depository Act, 2007 (Act 733). 111-399 (Issue 2]
on certain property and a floating charge. 9a. Repealed by section 62 (3) of the Central Securities Depository Act, 2007 (Act 733). 111-399 (Issue 2]
ACT 179
Companies Act, 1963
(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 arc secured by a charge sections 107 to 118 relating to registra
tion 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.
tion (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, ap
points 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 com
pany’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. continued on page 401
(Issue 2] III-400
fully discharged, the
charge shall be deemed to cease to be a fixed charge and again become a floating charge. continued on page 401
(Issue 2] III-400
ACT 179
Companies Act. 1963
(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 Boating 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 Boating 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 be
come enforceable, appoint a receiver or manager if satisfied that the security of the de
benture 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.
re 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 de
benture 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.
ing 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 subsec
tion (1) makes a repayment in respect of the debenture before discharging all debts hav
ing 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 crea
tion of a floating charge on the undertaking or properly of the company the charge is in
valid unless it is proved that the company was solvent immediately after the creation of
111-401 [Issue II
or properly of the company the charge is in
valid unless it is proved that the company was solvent immediately after the creation of
111-401 [Issue II
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Companies Act, 1963
the charge, except to the amount of the cash paid to the company at the time of, or subse
quent to, the creation of the charge and in consideration for the charge, together with in
terest 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 be
half 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 hold
ers by vesting them in the trustees.
d upon them by the trust deed. (3) Charges securing the debentures may be created in favour of the debenture hold
ers by vesting them in the trustees.
(4) A provision contained in a trust deed or in a contract with the holders of deben
tures 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.
han 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 ap
plication 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 lime prior to the appointment
of another trustee in accordance with a provision to that effect in the trust deed, may ap
point 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 gen
eral meetings of the debenture holders and for the passing, at those meetings, of resolu
tions binding on all the holders of the debentures of the same class. [Issue 1] 111-402
ture holders and for the passing, at those meetings, of resolu
tions binding on all the holders of the debentures of the same class. [Issue 1] 111-402
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Companies Act, 1963
(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 an
other 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 deben
ture 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.
eben
ture 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 evi
dence in any proceedings without payment of the stamp duly or a penalty unless that per
son had notice, or with due diligence might have discovered (hat 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 con
tract 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 ofShares and Debentures
95.
son of the account of the company having ceased to be in debit
while the debentures remained so deposited. PART J
Transfer ofShares and Debentures
95.
Restrictions on transferability of shares
(1) Except as expressly provided in the company’s Regulations shares are transfer
able 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. 111-403 [Issue 1]
transfer
and provisions for compulsory acquisition or rights of first refusal in favour of other
members or officers of the company. 111-403 [Issue 1]
ACT 179
Companies Act, 1963
(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 in
fant 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.
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 trans
ferable without restriction by a written transfer in common form and the transferee is en
titled 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 trans
feree for value whether or not that transferee has notice of the restriction. 98.
that endorsement, the restriction is ineffective as regards a trans
feree 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 frac
tional part of a share or debenture shall not be entered in the register of members or de
benture 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. [Issue 1] Hl-404
er in respect of the
share or debenture the transferor, so far as concerns the company, remains the holder of
the share or debenture. [Issue 1] Hl-404
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Companies Act, 1963
(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 de
benture, 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.
hall, 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 ofjoint 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.
me 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
nerson 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 vole at a meeting of the
company. 111-405 [Issue 1]
shall not, before being registered
as a member in respect of the share, be entitled to attend and vole at a meeting of the
company. 111-405 [Issue 1]
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Companies Act, 1963
(5) For the purposes of subsection (4), the company may at any time give notice re
quiring that person to elect to be registered personally or to transfer the share or deben
ture 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 de
benture 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 regis
ter 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.
spect 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 com
pany 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 per
son part only of the shares or stock represented by one or more certificates, the instru
ment 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 representa
tion 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.
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 com
pensate 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. [Issue 1] III - 406
he 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. [Issue 1] III - 406
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Companies Act, 1963
(6) The certification is made by the registration officer,
(a) if it bears the signature or initials, whether handwritten or not, of the regis
tration officer or of any officer, agent or servant of the registration officer
having the authority to certificate transfers of the company’s shares or de
benture 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 of
ficer 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 per
son if the instrument of transfer bearing the certification is delivered or sent by that per
son 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.
e 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 lion 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 pay
able 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 share
holder 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.
ce 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 com
pany 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. 111-407 [Issue 1]
pany who is in default is liable to a fine not exceeding
twenty-five penalty units for every day during which the default continues. 111-407 [Issue 1]
ACT 179
Companies Act, 1963
104. Regulations as to branch registers
(1) A branch register is a part of the company’s principal register of members or de
benture 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 news
paper 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.
licate
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 deben
tures 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 com
pany, and by reason of a default of that person the company fails to comply with para
graph (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.
y with para
graph (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 Re
public, shall be exempted from a stamp duly 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 deben
ture 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 rela
tion 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. ri
[Issue 1] 111-408
s Act. (2) The Minister may, by legislative instrument, cancel or modify an instrument
made under subsection (1) of this section. ri
[Issue 1] 111-408
ACT 179
Companies Act, 1963
PART L
Registration ofParticulars 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 properly
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 evi
denced, 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 (I), "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.
ge 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 lad
ing, 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 registra
tion under this section are
(a) the date of creation of the charge,
(h) 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,
(cl) short particulars of the properly charged,
(e) the persons entitled to the charge, and
() 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.
riction 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 in
strument 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
111-409 (issue 1]
ed by which the security is created or defined,
(b) the total amount secured by the whole series,
(c) the names of the trustees, and
111-409 (issue 1]
ACT 179
Companies Act. 1963
(d) the particulars specified in paragraphs (b), (d) and () 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 transla
tion acceptable to the Registrar similarly certified to the effect that it is an accurate trans
lation of the original. (9) This section does not affect the provisions of any other enactment relating to the
registration of charges. 108.
ate trans
lation 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 ex
pressed 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 sec
tion 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.
nd 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 de
livered 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.
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 de
liver 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 sub
sections (7) and (8) of section 107, for registration within twenty-eight days after the date
on which the acquisition is completed. [Issue 1] Hl - 410
ections (7) and (8) of section 107, for registration within twenty-eight days after the date
on which the acquisition is completed. [Issue 1] Hl - 410
ACT 179
Companies Act. 1963
(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 properly on
which there is a charge particulars of which would require registration if it had been cre
ated by the company after the date of that commencement then, unless the charge has
been discharged or the properly has ceased to be held by the company prior to the expira
tion of six months from the dale 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.
tion 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 com
mencement of this Act, deliver to the Registrar for registration a statutory declaration
made by a director and the secretary of the company slating whether or not there are any
charges on the company’s properly 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 penally 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.
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 com
pany 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 deliv
ered 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 particu
lars 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 reg
istration 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
111-411 [Issue 1]
pursuance of sections 107 to 110 and the
certificate is conclusive evidence, except in favour of the company or of any other person
111-411 [Issue 1]
ACT 179
Companies Act, 1963
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
slate 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 particu
lars 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 se
ries 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 dale 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.
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 cer
tificate of debenture stock which is required to be endorsed under this section and which
is not so endorsed is liable lo 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 reg
istration 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 per
son 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 imprison
ment and the fine. 114.
a term of imprisonment not exceeding
five years or to a fine not exceeding one thousand penalty units or to both the imprison
ment and the fine. 114.
Entry of satisfaction on discharge
The Registrar, on application in the prescribed form and on satisfactory evidence be
ing 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 properly 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 properly has been released from the charge or has ceased to
(Issue 1] 111-412
action in whole or in part, or of the fact
that the whole or part of the properly has been released from the charge or has ceased to
(Issue 1] 111-412
ACT 179
Companies Act, 1963
be part of the company’s property and where the Registrar enters a memorandum of satis
faction 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-stalement of any particulars with respect to a
charge or in a memorandum of satisfaction was accidental, or due to inad
vertence 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.
eem
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 dale of ac
tual registration of particulars of the charge, has acquired any proprietary rights in, or a
fixed or floating charge on, the properly 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
(I) 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 properly under a power
contained in a charge, notice of the fact in the prescribed form shall, within ten days from
the dale 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.
t 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 properly 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 ot charges. (4) A person who defaults in complying with the requirements of subsection (3) is li
able 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 seclion in the
Gazette. 111-413 [Issue 1]
day during which the
default continues. (5) The Registrar shall publish a copy of a notice given under this seclion in the
Gazette. 111-413 [Issue 1]
ACT 179
Companies Act, 1963
117. Copies of charges to be kept by company
(1) A company shall keep a copy of every instrument creating a charge of which par
ticulars 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.
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 penally 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 dale of registration. PART M
Registered Office, Publication ofName and Annual Returns
119. Registered office
(1) A company shall, as from the dale 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.
ever 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 registra
tion 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. [Issue 1] 111-414
registered office and of the number of its post office box shall be given in
the prescribed form to the Registrar for registration. [Issue 1] 111-414
ACT 179
Companies Act, 1963
(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 com
mencement ofthis Ad 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 Ad.10
(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 sec
tion 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.
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 hun
dred and fifty penalty units].
bsection (1), the company and
every officer of the company who is in default is liable to a fine not exceeding [two hun
dred 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 penally units],
(4) Where an officer of the company or any other person signs or endorses or author
ises 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. 10. Spent. Ill - 415 [Issue 1]
mpany or any other person. (5) The use of the abbreviation “Ltd.” instead of “Limited” is not a breach of this
section. 10. Spent. Ill - 415 [Issue 1]
ACT 179
Companies Act, 1963
122. Annual return
(1) A company shall, once at least in every year, deliver to the Registrar for registra
tion 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 incorpora
tion, so long as it makes a return within forty-two days after the first des
patch 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.
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. '
PARTN
Accounts and Audit
123.
efault is liable to a fine not exceeding [twenty-five
penalty units] for every day during which the default continues. '
PARTN
Accounts and Audit
123.
Keeping of books of account
(1) A company shall keep proper books of account with respect to its financial posi
tion and changes in the books of account, and with respect to the control of and account
ing 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. [Issue I] 111-416
of property, goods and services,
and
(c) the assets and liabilities of the company and the interests of the members in
the company. [Issue I] 111-416
ACT 179
Companies Act, 1963
(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, sub
ject 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.
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 dale 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 com
pany 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 accor
dance 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 de
benture 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.
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 (I)
of this section shall be laid before the company in general meeting. (4) The Registrar may for good reason, exlend the periods of eighteen months and
fifteen months referred to in subsection (1) of this section and, in the circumstances re
ferred 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 sec
tion 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 hold
ers pursuant to section 124.
e 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 hold
ers 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;
111-417 [Issue 1]
Regulations to
prepare one, the first account need not cover a period commencing earlier
than the date of commencement of this Act;
111-417 [Issue 1]
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Companies Act, 1963
(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 direc
tors, 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 subsec
tion (4) of this section to give a true and fair view of the profit or loss of the company. 126.
rom the obligation imposed by paragraph (a) of subsec
tion (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 direc
tors, 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 dero
gate from the obligation imposed by subsection (I) 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 com
pany 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 subsec
tion (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.
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
[Issue J] III - 418
d be of no real value to the members and
debenture holders of the company in view of the insignificance of
the amount involved; or
[Issue J] III - 418
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Companies Act. 1963
(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 com
pany and those subsidiaries.
to be dealt with in the group accounts, and
(b) a consolidated balance sheet dealing with the state of affairs of the com
pany 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 com
pany’s own accounts, or
(d) any combination of those forms.
accounts, or
(c) of statements expanding the information about the subsidiaries in the com
pany’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 com
plies 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 (he re
quirements of Pari Three of the Fourth Schedule.
rest of the company. (8) The accounts of the company and the group accounts, shall comply with (he re
quirements of Pari Three of the Fourth Schedule.
(9) The Registrar may, on the application or with the consent of the company’s direc
tors 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 slate of affairs of the
company and the subsidiaries as a whole, so far as concerns the interests of the company. 111-419 [Issue 1]
it or loss and the slate of affairs of the
company and the subsidiaries as a whole, so far as concerns the interests of the company. 111-419 [Issue 1]
ACT 179
Companies Act, 1963
(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 ac
counts and reports referred to in section 124 from one calendar year to another, the Regis
trar 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.
Regis
trar 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 hold
ing 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.
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 com
pany, 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 ade
quate for the maintenance of the scheme.
to include a pension
paid or receivable under a pension scheme where the contributions are substantially ade
quate 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 compensa
tion 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
[Issue 1] III-420
n 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
[Issue 1] III-420
ACT 179
Companies Act. J963
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 fi
nancial 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.
y 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 sepa
rately shown,
(a) the aggregate amount of the sums of money due to the company or an asso
ciated 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 lime 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 com
pany, the amount guaranteed or in respect of which the security was given shall be in
cluded in the amounts to be shown under subsection (1).
ated com
pany, the amount guaranteed or in respect of which the security was given shall be in
cluded 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 indebted
ness 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 mil
lion cedis] or two percent of the slated capital of the company concerned,
whichever is the less, and is certified by the directors of the company con
cerned 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. ill -421 [Issue 1 ]
been made in accordance with a practice adopted, or about
to be adopted, by that company with respect to loans to those employees. ill -421 [Issue 1 ]
ACT 179
Companies Act, 1963
(4) Paragraphs (b) and (c) of subsection (3) shall not include a loan made by a com
pany 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 dale of the transaction concerned. (6) This section does not derogate from section 301 prohibiting loans by public com
panies 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 ac
counts of a company, include the notes on those accounts and a document annexed to
those accounts giving information which is required by this Act.
ac
counts 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 consoli
dated 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 exceed
ing 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 de
fence prove that that person had reasonable cause to believe, and did
believe, that a competent and reliable person was charged with the duly 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.
ge 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 ex
ceeding [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. [Issue 1] III-422
n entered into by the first named company that may be necessary to enable the
associated company to comply with section 128 and 129. [Issue 1] III-422
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Companies Act, 1963
(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 hun
dred 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 direc
tors 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.
d 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 (I) the company and every officer of the
company who is in default is liable to a fine not exceeding [one hundred and fifty penally
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 slate 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 stale 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.
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 com
pany is beneficially entitled to equity shares of the body corporate confer
ring the right to exercise more than twenty-five percent of the votes exer
cisable at a general meeting of the body corporate. 111-423 (Issue 1]
onfer
ring the right to exercise more than twenty-five percent of the votes exer
cisable at a general meeting of the body corporate. 111-423 (Issue 1]
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Companies Act, 1963
(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.
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 sec
tion 124, shall consist of a report, addressed to the members of the company, by an audi
tor 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 state
ments 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 re
quired particulars so far as the auditors are reasonably ably to do so.
the information required by this Act, shall contain a statement giving the re
quired 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 coiporate, the appointment shall be
deemed to be an appointment of the partners of the firm who, at the lime of the appoint
ment, are duly qualified. [Issue 1] ill-424
pointment shall be
deemed to be an appointment of the partners of the firm who, at the lime of the appoint
ment, are duly qualified. [Issue 1] ill-424
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Companies Act, 1963
(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 exist
ing company shall, unless it already has duly qualified auditors, appoint auditors within
three months after the commencement ofthis Act.11
(4) Despite a contrary provision in the company’s Regulations, auditors shall be ap
pointed 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.
acancy 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 ac
cordance with section 135 removing that auditor from office or appointing
any other person in place of that auditor as from the conclusion of the an
nual 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 prescribedform to the Registrar for registration of the names and
addresses of its auditors)2
(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 Reg
istrar for registration.
rence of a change in the auditors of a
company, the company shall give notice of the change in the prescribed form to the Reg
istrar for registration.
(10) A company shall give notice to the Registrar if at any lime after the commence
ment 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 con
clusion of the next annual general meeting of the company;
(b) subject to paragraph (a), shall be fixed by an ordinary resolution of the com
pany or in a manner that the company by ordinary resolution may determine. I I. Spent. 12. Spent. 111-425 [Issue 1]
an ordinary resolution of the com
pany or in a manner that the company by ordinary resolution may determine. I I. Spent. 12. Spent. 111-425 [Issue 1]
ACT 179
Companies Act, 1963
(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.
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.
ven 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 com
pany, 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 state
ment 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. [issue 1] III - 426
ery person entitled
under section 154 to notice of the meeting in the same manner as notices of
meetings are required to be given. [issue 1] III - 426
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Companies Act, 1963
(4) The company need not send or circulate the statement under paragraph (b) of sub
section (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 un
reasonably long or that the rights conferred by this section are being abused
to secure needless publicity for defamatory matter; and the Court may or
der 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 lake effect until the conclusion of the annual
general meeting. 136.
the auditor is read to the meeting. (6) If the resolution is passed it shall not lake 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.
ire 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. 111-427 [Issue II
ctions that the Court thinks just; and unless
the Court otherwise directs the costs of the application shall be paid by the company. 111-427 [Issue II
ACT 179
Companies Act. 1963
(6) Before accepting appointment as auditor of a company the auditor shall commu
nicate 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 subsec
tion (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 ad
vice on accounting, costing, taxation, raising of finance and other matters. PARTO
Acts by or on Behalfof 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 direc
tors 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.
ject 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 mem
bers 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 contirm 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 di
rectors which would have been valid if that alteration had not been made. 138.
of the Regulations shall not invalidate a prior act of the board of di
rectors 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 man
aging director. [Issue I] 111-428
one or more of their body to the office of
managing director and may delegate all or any of their powers to that man
aging director. [Issue I] 111-428
ACT 179
Companies Act, 1963
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.
en 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 di
rectors, 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 com
pany 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.
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 ac
tion 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 con
tents 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. ill-429 (Issue 1]
ly that those particulars or documents are registered by
the Registrar or referred to in any particulars or documents so registered. ill-429 (Issue 1]
ACT 179
Companies Act, 1963
142.
ACT 179
Companies Act, 1963
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 docu
ments 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 pur
ports to be the seal of the company attested by what purports to be the signa
tures 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.
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 au
thority 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.
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;
III -430[Issue 1]
varied or discharged by writing under
seal only, may be made, varied or discharged in writing under the common
seal of the company;
III -430[Issue 1]
ACT 179
Companies Act, 1963
(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 evi
dence 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, ac
cepted, 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.
pany 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 be
half 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.
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
(I) 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 terri
tory 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 ap
pointed for that purpose to affix the official seal to a document to which the company is a
party in the territory, district or place. ill - 431 [Issue I]
ted for that purpose to affix the official seal to a document to which the company is a
party in the territory, district or place. ill - 431 [Issue I]
ACT 179
Companies Act, 1963
(4) A person dealing with an agent of the company in reliance on the writing confer
ring 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 per
son 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. PARTP
General Meetings and Resolutions
149.
tify on the document to which the seal is affixed, the date on which and the
place at which it is affixed. PARTP
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 call
ing it;
and not more than fifteen months shall elapse between the dale 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 incorpo
ration 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 re
ports 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.
he 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 sec
tions 151 to 155, 161, 163, 166, 167, and 169 to 173.
ling, holding
and conducting of that meeting, the operation of the company’s Regulations and sec
tions 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 meet
ing, the company resolves that it shall be so treated. (Issue 1] III-432
annual general meeting for the year in which it is held unless, at that meet
ing, the company resolves that it shall be so treated. (Issue 1] III-432
ACT 179
Companies Act, 1963
(4) A person dealing with an agent of the company in reliance on the writing confer
ring 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 per
son 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. PARTP
General Meetings and Resolutions
149.
tify on the document to which the seal is affixed, the date on which and the
place at which it is affixed. PARTP
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 call
ing 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 incorpo
ration 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 re
ports 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.
he 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 sec
tions 151 to 155, 161, 163, 166, 167, and 169 to 173.
ling, holding
and conducting of that meeting, the operation of the company’s Regulations and sec
tions 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 meet
ing, the company resolves that it shall be so treated. [Issue 1] 111-432
annual general meeting for the year in which it is held unless, at that meet
ing, the company resolves that it shall be so treated. [Issue 1] 111-432
ACT 179
Companies Act, 1963
(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 sub
section (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
penally 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.
ordance 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 Liquida
tions) 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).
iven, 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 mem
bers entitled to attend and vole 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 vole at the meeting, being a majority holding
not less than ninety-five percent of the shares giving a right to attend and
vole 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. ill-433 [Issue 1]
hall be taken into account for the purposes
of subsection (4) in respect of the former resolutions and not in respect of the latter. ill-433 [Issue 1]
ACT 179
Companies Act, 1963
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 meet
ing 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.
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 offi
cer 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 bank
ruptcy of a member,
(c) every director of the company, and
(d) every auditor for the time being of the company. 155.
ve, receiver or a trustee in bank
ruptcy 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 ap
parently 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. [Issue 1] III - 434
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. [Issue 1] III - 434
ACT 179
Companies Act. 1963
(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 bank
ruptcy 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 per
son, 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 ef
fected 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.
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 enti
tled 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 mailer referred to in the proposed resolution or any
other business to be dealt with at that meeting.
more than five
hundred words with respect to the mailer 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 sub
stantially 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 dale of the request a right
to vote on the resolution to which Ihe request relates. (3) For the purposes of subsection (1), a company is not bound to give nolice 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 dale
six weeks or less after the deposit, the documents shall be deemed to have been properly
deposited. 158.
sited, a general meeting is called for a dale
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 vole
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. HI - 435 [Issue 1]
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. HI - 435 [Issue 1]
ACT 179
Companies Act, 1963
(2) The statement shall be circulated to members of the company in a manner permit
ted for service of notice of the meeting and, so far as practicable, at the same time as no
tice 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 suffi
cient to meet the company’s expenses in giving effect to the request. 159.
b) there is also deposited with the request a sum of money reasonably suffi
cient 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 seclions arc 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.
y 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 mem
bers 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 quo
rum is not present throughout. [issue 1] III-436
ness; but where
a quorum is present the meeting may validly proceed with that business although a quo
rum is not present throughout. [issue 1] III-436
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Companies Act, 1963
(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 Ihe members having a
right to vote at the meeting.
member so present holding shares representing
more than fifty percent of the total voting rights of Ihe members having a
right to vote at the meeting.
(4) Unless otherwise provided in the company’s Regulations, if a quorum is not pre
sent 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 ap
pointed 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 pub
lished 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 al
though only one member or one proxy is present. 162.
of the company. (6) Where a quorum is present the meeting shall be deemed to be duly conducted al
though 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 com
pany in the manner prescribed by the Regulations or this Act, the Court may, on the ap
plication 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 subsec
tion (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 vole at a meeting of the company
is entitled to appoint another person, whether a member of the company or not, as a proxy
lo 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 ap
ply in the case of a company limited by guarantee.
at the meeting. (2) Unless the company’s Regulations otherwise provide, subsection (1) shall not ap
ply in the case of a company limited by guarantee.
ill-437 [Issue I)
ill-437 [Issue I)
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Companies Act. 1963
(3) The instrument appointing the proxy shall be in writing under the hand of the ap
pointor 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.
mpany’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 ad
journed 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.
ime 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 subsec
tion (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 depos
ited instruments of proxy and the original or copy powers of attorney or any other author
ity under which they are signed. (8) The appointment of a proxy shall be terminated by the death or insanity of the ap
pointor 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 an
other proxy in respect of the same share shall be deemed to be a revocation.
onal attendance of a member at the meeting or the later appointment of an
other 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 caus
ing 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 meet
ing 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 com
pany’s expense, then,
(a) the invitations shall be sent to the members entitled to attend and vote at
the meeting;
[Issue 1] III-438
issued at the com
pany’s expense, then,
(a) the invitations shall be sent to the members entitled to attend and vote at
the meeting;
[Issue 1] III-438
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Companies Act, 1963
(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 relumed 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 vole 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 voles 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 vole to the contrary of
the proxy.
e
cast in accordance with the directions, in the instruments of proxy
despite the absence, abstention, or purported vole to the contrary of
the proxy.
(11) Where a member, not having been invited so to do, requests the company to is
sue 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 vole; but the form or list shall be available on re
quest 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 ac
cordance 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 ap
pointment of a proxy was obtained by misrepresentation.
sentation
(1) The vote of a proxy shall not be rejected at a meeting on the ground that the ap
pointment of a proxy was obtained by misrepresentation.
(2) The Court may, on the application of the company or a member entitled to vole at
the meeting or the Registrar, annual the appointment of a proxy if satisfied that the ap
pointment was obtained by a material misrepresentation of fact whether made fraudu
lently or not. (3) Where an order is made, the Court may further order that the holding of the meet
ing 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 Acl 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 con
tained in a debenture or trust deed. ill-439 (Issue 1]
(Act 180) or of any
rules made under this Act or that Act or in pursuance of the provision con
tained in a debenture or trust deed. ill-439 (Issue 1]
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Companies Act, 1963
(2) A Person authorised under subsection (1), on production of a copy of the resolu
tion 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 pre
sent or willing to act, the members present shall choose one of their number to be chair
man of the meeting. 167.
eeting, or, if a director is not pre
sent or willing to act, the members present shall choose one of their number to be chair
man 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 meet
ing 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 quo
rum 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.
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 per
son or, where proxies are allowed, by proxy at a general meeting of which, notice speci
fying 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. [Issue I] III-440
meeting to that specified in subsection (1) or (2) with the
substitution of the members of the class for the members of the company. [Issue I] III-440
ACT 179
Companies Act, 1963
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 vole
of a meeting shall be decided on a show of hands unless a poll is, before or on the decla
ration 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.
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 resolu
tion 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 tact without proof of the number or proportion of
voles 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.
ur 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 voles 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 subsec
tion (5) of section 163, not less than twenty-four hours before the time appointed for the
closing of the ballot. 111-441 [Issue 1]
rdance with subsec
tion (5) of section 163, not less than twenty-four hours before the time appointed for the
closing of the ballot. 111-441 [Issue 1]
ACT 179
Companies Act, 1963
(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 fa
vour 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 share
holder and each member of a company limited by guarantee shall have one vote. (12) Ona poll a member entitled to more than one vole, 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.
n 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 Ihe vote of the senior who lenders a vote, whether in per
son 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, ihe resolution is, for all
purposes, passed on the dale on which it was in fact passed at the adjourned meeting. (2) Where a resolution is passed on a poll it is for all pinposes passed on the day on
which the result of the poll is declared, and not on any earlier day. 174.
resolution is passed on a poll it is for all pinposes 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 mem
bers for the lime 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 vole 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 spe
cial resolution within the meaning of this Act. [Issue 1] III-442
vened and held; and if described as a special resolution shall be deemed to be a spe
cial resolution within the meaning of this Act. [Issue 1] III-442
ACT 179
Companies Act, 1963
(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.
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, quo
rum 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 for
warded 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.
ing 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 amend
ment 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 meet
ings of a class of members to be entered in a book or books kept for the purpose. Ill - 443 [Issue 1]
of the proceedings of general meetings and meet
ings of a class of members to be entered in a book or books kept for the purpose. Ill - 443 [Issue 1]
ACT 119
Companies Act, 1963
(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 con
trary 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 of
ficer 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 reg
istered office of the company and shall, during business hours, subject to reasonable re
strictions 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).
e. (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 ex
ceeding [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 com
pany 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. PARTQ
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.
urposes 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 accus
tomed 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 ap
pointed directors, including the duly not to act on the directions or instructions of any
other person. [issue 1] 111-444
r liabilities of the duly ap
pointed directors, including the duly not to act on the directions or instructions of any
other person. [issue 1] 111-444
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Companies Act, 1963
(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 com
pany 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 direc
tor of a company, whether the description is qualified by the word “local”, “special”, “ex
ecutive” 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.
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 ofsix months from the commencement of this Act, have at least two directorsf
(3) If at any lime 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 dur
ing 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 li
able 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.
rs
(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 (he 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
1 reduced below that fixed as the necessary quorum of directors, or
(h) by an ordinary resolution of the company in general meeting. 13. Spent. 111-445 (issue 1]
elow that fixed as the necessary quorum of directors, or
(h) by an ordinary resolution of the company in general meeting. 13. Spent. 111-445 (issue 1]
ACT 179
Companies Act, 1963
(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 sharehold
ers, 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.
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 direc
tors of a company, namely,
(a) an infant,
(b) a person found by a court of competent jurisdiction to be a person of un
sound 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 banknipt. (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 di
rector, 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.
ion 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 addi
tional to those provided in subsection (1) are incompetent to be directors of the company. 183. Directors’ share qualification
(I) 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 di
rector or a shorter period that may be fixed by the Regulations; and the office shall be
(issue 1] III-446
n within two months after appointment as di
rector or a shorter period that may be fixed by the Regulations; and the office shall be
(issue 1] III-446
ACT 179
Companies Act, 1963
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 re
quirement of a share qualification every director holding office at the dale of the altera
tion 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.
ny’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.
ive 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 sec
tion 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 meet
ings are required to be given. (6) The company need not send or circulate the statement under paragraph (b) of sub
section (5)
(a) if it is received by the company less than seven days before the meeting, or
111-447 [Issue 1]
he statement under paragraph (b) of sub
section (5)
(a) if it is received by the company less than seven days before the meeting, or
111-447 [Issue 1]
ACT 179
Companies Act, 1963
(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 accor
dance with section 181.
under this section, if not filled at
the meeting at which the director is removed, may be filled as a casual vacancy in accor
dance with section 181.
(9) This section shall not be taken as depriving a director who has a service agree
ment with the company of a right to compensation to which the director is lawfully enti
tled 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.
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 con
victed 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.
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. [Issue 1] 111-448
o the person against whom the order is
sought, and to the Registrar if the application is made by a person other than the Registrar. [Issue 1] 111-448
ACT 179
Cottipanies Act, 1963
(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 evi
dence 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 ap
peared 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.
s 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.
(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 provi
sion in this Act or the company’s Regulations prescribing a minimum or maximum num
ber of directors, other than a provision relating to a quorum, and is not entitled to vole al
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 sub
stitute 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.
eason 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. 111-449 (Issue 1]
(2) The appointment shall be in writing signed by the appointor and appointee and
lodged with the company. 111-449 (Issue 1]
ACT 179
Companies Act, 1963
(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 Regu
lations, 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 direc
tors, other than a provision relating to quorum. (4) The company is not liable to pay additional remuneration by reason of the ap
pointment of an alternate director.
n a provision relating to quorum. (4) The company is not liable to pay additional remuneration by reason of the ap
pointment 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 remunera
tion 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 remu
nerated 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.
ct
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 per
sonally 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 dur
ing the time that a director of the company is not present in Ghana is not enforceable by
action or other legal proceedings.
ut of a contract made dur
ing 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 im
posed 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 par
ticular contract and on the conditions that the Court may impose;
[Issue 1] Ill - 450
rant relief, may grant the relief generally or as respects a par
ticular contract and on the conditions that the Court may impose;
[Issue 1] Ill - 450
ACT 179
Companies Act, 1963
(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, sub
section (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.
iness 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 of
fice 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.
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,
(“)
(b)
(c)
(d)
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;
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;
subject to compliance with section 194 and subject to section 195 that of
fice 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;
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. Ill - 451 (Issue 1]
sfy themselves that the amount of the
remuneration is reasonably related to the value of the services of the holder
of the office. Ill - 451 (Issue 1]
ACT 179
Companies Act, 1963
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 determi
nation 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.
ers 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 com
mencement of this Act.14
(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 ex
penses properly incurred by them in attending and returning from meetings of the direc
tors or a committee of the directors or general meeting of the company or otherwise in
connection with the business of the company.
tings of the direc
tors 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 remunera
tion 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 ofprofit under an appointment made
prior to the sixth day ofApril, 1961 and the terms of the appointment contain provisions
relating to the remuneration, those provisions, although not approved by ordinary reso
lution 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
14. Spent. (Issue 1] III-452
xed term, not determinable by the company or
on the director ceasing to be a director, until the expiration of that fixed
14. Spent. (Issue 1] III-452
ACT 179
Companies Act, 1963
period or the earlier determination ofthe appointment;
(b) in any other case, until the date ojthe first annual general meeting of the
company held next after the commencement of this Ad. or the earlier de
termination of the appointment.15
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 com
pany 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.
all 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 di
rectors 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 princi
pal office.
required by paragraphs (a) to (d)
of subsection (2), and
(b) in the case of a body corporate, its corporate name and registered or princi
pal 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
15. Spent. 111-453 [Issue 1]
o the reasonable restrictions that
the company may by its Regulations impose be open to the inspection of a member of the
15. Spent. 111-453 [Issue 1]
ACT 179
Companies Act, 1963
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 an immediate inspection of the register.
a fine not exceeding [five hundred penalty units] and in the
case of a refusal the Court may by order compel an immediate inspection of the register.
(8) For the purposes of this section and sections 197 and 198,
(a) in the case of a person usually known by a title different from the surname,
the expression “surname” means that title, and
(b) references to a former name do not include,
(i) in the case of a person usually known by a title, the name by which
that person was known prior to the succession to that title;
(ii) a name changed or disused before the person bearing the name at
tained the age of eighteen years or changed or disused for a period of
not less than twenty years;
(iii) in the case of a married woman, the name by which she was known
prior to the marriage. 197. Registration of particulars of directors and secretaries
(1) An existing company shall, within twenty-eight days after the commencement oj
this Act, send to the Registrar for registration a return in the prescribedfonn containing
the particulars specified in the register referred to in section 196.}b
(2) A company incorporated after the commencement of this Act shall include the
particulars specified in the register in the statement required to be sent to the Registrar in
accordance with section 27.
this Act shall include the
particulars specified in the register in the statement required to be sent to the Registrar in
accordance with section 27.
(3) A company shall, within twenty-eight days of a change occurring among its direc
tors or in its secretary or in any of the particulars contained in the register, other than
those required under paragraph (e) of subsection (2) of section 196 send to the Registrar
for registration notification in the prescribed form of the change, specifying the dale of
the change. (4) Where a company defaults in complying with subsection (1) or (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. (5) A director or secretary who resigns from office shall be deemed to be in default
unless notification of the resignation is duly given to the Registrar in accordance with
subsection (3) of this section. 16. Spent. [Issue 1] ill - 454
nless notification of the resignation is duly given to the Registrar in accordance with
subsection (3) of this section. 16. Spent. [Issue 1] ill - 454
ACT 179
Companies Act, 1963
198. Publication of names of directors
(1) A company shall in all trade circulars and business letter on or in which the com
pany’s name appears stale in legible characters with respect to every director, including
substitute directors appointed in accordance with section 187 but excluding alternate di
rectors appointed in accordance with section 188,
(a) the present forenames and surname, and
(b) any former forenames or surname. (2) If special circumstances exist which render it in the opinion of the Registrar ex
pedient that an exemption should be granted, the Registrar may, by legislative instrument,
grant, subject to the conditions specified in the instrument, exemption from the obliga
tions imposed by subsection (1) in respect of a company. (3) 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 each offence. 199.
n, 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 offence. 199.
Prohibition of assignment of offices
A provision in the Regulations of a company or in an agreement purporting to em
power a director or any other officer to assign the office of that director or other officer to
another person and a purported assignment of the office is void. 200.
r or any other officer to assign the office of that director or other officer to
another person and a purported assignment of the office is void. 200.
Proceedings of directors
Subject to any contrary provisions in the Regulations,
(a) the directors may meet together in the Republic or elsewhere for the dis
patch of business, adjourn and otherwise regulate their meetings as they
think fit, and may delegate any of their powers to committees consisting of
the member or members of their number that they think fit; but a commit
tee so formed shall in the exercise of the powers so delegated conform to
the regulations that may be imposed on them by the directors;
(b) a director may, and the secretary on the requisition of a director shall, at
any time summon a meeting of directors, and a director being a member of
a committee may, and the secretary on the requisition of that director shall,
at any time summon a meeting of the committee;
(c) it shall not be necessary to give notice of a meeting of directors or of a
committee of directors to a director for the time being absent from Ghana;
(d) the quorum necessary for the transaction of business of the directors and of
a committee of directors may be fixed by the directors and unless so fixed
shall be two, or, in the case of a one-man committee, one;
(e) except as provided in paragraph (, a business shall not be transacted in the
absence of a quorum although a quorum was present at the commencement
of the meeting;
(A the continuing directors may act despite a vacancy in their number but, if
and so long as their number is reduced below the number fixed as the nec
essary quorum, the continuing directors or director may act for four weeks
111-455 [Issue 1]
their number is reduced below the number fixed as the nec
essary quorum, the continuing directors or director may act for four weeks
111-455 [Issue 1]
ACT 179
Companies Act, J 963
after the number is so reduced, but after the four weeks may act only for
the purpose of increasing their number to that number or of summoning a
general meeting of the company and for no other purpose;
(g) the directors and a committee of directors may elect a chairman of their
meetings and determine the period for which the chairman is to hold office,
but if a chairman is not elected, or if at a meeting, the chairman is not present
within five minutes after the time appointed for holding the meeting, those
present may choose one of their number to be chairman of the meeting;
(h) questions arising at a meeting of the directors or a committee of directors
shall be decided by a majority of votes and in the case of an equality of
votes the chairman shall have second or casting vote;
(i) attendance and voting by proxy shall not be permitted at meetings of direc
tors or committees of directors;
() a resolution in writing, signed by the directors for the time being entitled to
receive notice of a meeting of the directors, or of a committee of directors,
is as valid and effectual as if it had been passed at a meeting of the direc
tors or a committee of directors duly convened and held.
ee of directors,
is as valid and effectual as if it had been passed at a meeting of the direc
tors or a committee of directors duly convened and held.
201. Minutes of directors’ meetings
(1) A company shall cause minutes of the proceedings of meetings of its directors
and a committee of directors to be entered in a book or books kept for the purpose. (2) A minute kept 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 convened, held and conducted
and the appointments of directors shall be deemed to be valid. (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 [five hundred
penalty units]. 202.
ith subsection (1) the company and every
officer of the company who is in default is liable to a fine not exceeding [five hundred
penalty units]. 202.
Limitations on the powers of the directors
(1) Despite subsection (3) of section 137 or a provision in the company’s Regula
tions, the directors of a company with shares shall not, without the approval of an ordi
nary resolution of the company,
(a) sell, lease or otherwise dispose of the whole, or substantially the whole, of
the undertaking or of the assets of the company;
(b) issue new or unissued shares, other than treasury shares, in the company
unless the shares have first been offered on the same terms and conditions
to all the existing shareholders or to all the holders of the shares of the class
or classes being issued in proportion as nearly as may be to their existing
holdings;
[Issue II III-456
to all the holders of the shares of the class
or classes being issued in proportion as nearly as may be to their existing
holdings;
[Issue II III-456
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Companies Act, 1963
(c) make voluntary contributions to charitable or any other funds, other than
pension funds for the benefit of employees of the company or an associated
company, of the amounts the aggregate of which will, in a financial year of
the company, exceed [twenty million cedis] or two percent of the income
surplus of the company at the end of the immediately preceding financial
year, whichever is the greater. (1 A) Subsection (3) shall not apply to a public company some or all of whose equity
shares are dealt in on an approved stock exchange.17
(2) A resolution of the company shall not be effective as approving of a transaction
as is referred to in paragraph (a) of subsection (1) unless it authorises in terms the spe
cific transaction proposed by the directors.
a transaction
as is referred to in paragraph (a) of subsection (1) unless it authorises in terms the spe
cific transaction proposed by the directors.
(3) A resolution of the company shall not be effective as approving of a transaction
as is referred to in paragraph (b) of subsection (1) if passed more than one year before the
issue of the shares unless the issue is in accordance with a scheme for the time being in
force relating to the issue of shares to or for the benefit of persons genuinely in the em
ployment of the company or any of its associated companies. (4) Despite a provision of this Act or in the company’s Regulations or in a resolution
of the company in general meeting, new or unissued shares or treasury shares shall not be
issued to a director or past direct of the company or of an associated company or to the
nominee of that director or to a body corporate controlled by that director unless the
shares have first been offered on the same terms and conditions to all the existing share
holders or to all the holders of the shares of the class or classes being issued in proportion
to their existing holdings or, in the case of a public company, to members of the public.
he shares of the class or classes being issued in proportion
to their existing holdings or, in the case of a public company, to members of the public.
(4A) Subsection (4) may be disapplied with the approval of an ordinary resolution 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 ex
change for permission to deal in those shares. 1
(5) For the purposes of subsection (4), a body corporate is controlled by a director if
the body corporate or its directors are accustomed to act in accordance with the directions
or instructions of that director or a nominee of that director or if at a general meeting of
the body corporate that director or a nominee of that director is entitled to exercise or
control the exercise of one-third or more of the voting powers. (6) This section does not prohibit,
(a) the issue of shares under a genuine underwriting agreement, or
(b) the issue to a director at a fair price payable in cash of the shares, that
under the Regulations of the company, that director is required to hold by
way of share qualification. 17 Inserted by paragraph (a) of section 2 of the Companies Code (Amendment) Act, 1994 (Act 474), as sub
section (1 a).
by
way of share qualification. 17 Inserted by paragraph (a) of section 2 of the Companies Code (Amendment) Act, 1994 (Act 474), as sub
section (1 a).
18 Inserted by paragraph (b) of section 2 of the Companies Code (Amendment) Act, 1994 (Act 474), as sub
section (2a). Ill - 457 [Issue 1]
18 Inserted by paragraph (b) of section 2 of the Companies Code (Amendment) Act, 1994 (Act 474), as sub
section (2a). Ill - 457 [Issue 1]
ACT 179
Companies Act, 1963
(7) Unless the company’s Regulations otherwise provide, the directors of a company
with shares shall not, without the approval of an ordinary resolution of the company, ex
ercise the company’s power to borrow money or to charge any of its assets where the
moneys to be borrowed or secured, together with the amount remaining undischarged of
moneys already borrowed or secured, apart from temporary loans obtained from the com
pany’s bankers in the ordinary course of business, will exceed the stated capital for the
time being of the company. (8) A person dealing with the company in good faith or registering a disposition of,
or title to, property shall not be concerned to see whether the conditions of this section
have been fulfilled and sections 139 to 143 shall apply to transactions of the type referred
to in this section although the conditions have not been fulfilled. 203. Duties of directors
(1) A director of a company stands in a fiduciary relationship towards the company
and shall observe the utmost good faith towards the company in a transaction with it or
on its behalf.
in a fiduciary relationship towards the company
and shall observe the utmost good faith towards the company in a transaction with it or
on its behalf.
(2) A director shall act at all times in what the director believes to be the best inter
ests of the company as a whole so as to preserve its assets, further its business, and pro
mote the purposes for which it was formed, and in the manner that a faithful, diligent,
careful and ordinarily skilful director would act in the circumstances. (3) In considering whether a particular transaction or course of action is in the best
interests of the company as a whole a director may consider the interests of the employ
ees, as well as the members, of the company, and, when appointed by, or as representa
tive of, a special class of members, employees, or creditors may give special, but not ex
clusive, consideration to the interests of that class. (4) A provision, whether contained in the Regulations of a company, or in a contract,
or in a resolution of a company shall not relieve a director from the duty to act in accor
dance with this section or relieve the director from a liability incurred as a result of a
breach of a provision of this section. 204.
to act in accor
dance with this section or relieve the director from a liability incurred as a result of a
breach of a provision of this section. 204.
Exercise of directors* powers
The directors shall not, without the approval of an ordinary resolution of the com
pany, exceed the powers conferred on them by this Act and the company’s Regulations or
exercise those powers for a purpose different from that for which those powers were con
ferred although they may believe the exercise to be in the best interests of the company. 205. Conflicts of duty and interest
Despite a provision in the company’s Regulations to the contrary, a director shall not,
without the consent of the company in accordance with section 206, place that director in
a position in which the director’s duty to the company conflicts or may conflict with the
personal interests or the duties to other persons, and in particular, without that consent a
director shall not,
(a) use for the director’s own advantage the money or property of the company
or a confidential information or special knowledge obtained by the director
in the capacity of director;
[Issue I] 111-458
or property of the company
or a confidential information or special knowledge obtained by the director
in the capacity of director;
[Issue I] 111-458
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Companies Act, 1963
(b) be interested directly or indirectly, otherwise than merely as a shareholder
or debenture holder in a public company, in a business which competes
with that of the company; or
(c) be personally interested, directly or indirectly, in a contract or any other
transaction entered into by the company except as provided by section 207. 206. Consent of company
(1) For the purposes of section 205, the company does not consent unless, after full
disclosure of all material facts, including the nature and extent of the interests of the di
rectors, the transaction concerned has been specifically authorised by an ordinary resolu
tion of the company which has been agreed to by all the members of the company entitled
to attend and vote at a general meeting or has been passed at a general meeting at which
neither the director concerned nor the holders of the shares in which the director is bene
ficially interested, directly or indirectly, have voted as members on the resolution. (2) Consent in accordance with subsection (1) may be given before or after the occur
rence of the transaction to which it relates.
on the resolution. (2) Consent in accordance with subsection (1) may be given before or after the occur
rence of the transaction to which it relates.
(3) A resolution of the company ratifying a transaction or a series of related transac
tions which has or have already taken place shall not be effective for the purposes of sub
section (2) unless it was passed not later than fifteen months after the date when the
transaction or the first of those transactions took place. 207. Contracts in which directors are interested
(1) Unless otherwise provided in the company’s Regulations, a director, despite sec
tion 205 is entitled to enter into a contract with the company and, subject to compliance
with section 203 and with subsections (2) to (7) of this section, the contract or any other
contract by the company in which a director is in any way interested shall not be liable to
be avoided nor is a director liable to account for a profit made by reason of the director
holding that office or of the fiduciary relationship so established. (2) A director who is, whether directly or indirectly, materially interested in a con
tract or proposed contract entered into or to be entered into by or on behalf of the com
pany shall declare the nature and extent of that interest at a meeting of the directors of the
company.
to be entered into by or on behalf of the com
pany shall declare the nature and extent of that interest at a meeting of the directors of the
company.
(3) In the case of a proposed contract the declaration required by subsection (2) to be
made by a director shall be made
(a) at the meeting of the directors at which the question of entering into the
contract is first taken into consideration, or
(b) if the director was not at the dale of that meeting interested in the proposed
contract, at the next meeting after the director became so interested; and
in a case where the director becomes interested in a contract after it is made the declara
tion shall be made at the first meeting of the directors held after the director becomes so
interested. ill-459 [Issue 1]
after it is made the declara
tion shall be made at the first meeting of the directors held after the director becomes so
interested. ill-459 [Issue 1]
ACT 179
Companies Act, 1963
(4) For the purposes of this section, a general notice in writing given to the directors
of the company by a director to the effect that the director is a member of a specified
company or firm and is to be regarded as interested in a contract which may, after the
date of the notice, be made with that company or firm, is a sufficient declaration of inter
est in relation to a contract or proposed contract so made or to be made, if
(a) the notice states the nature and extent of the interest of the director in that
company or firm;
(b) at the time the question of confirming or entering into a contract is first
taken into consideration, the extent of the interest of the director in that
company or firm is not greater than is stated in the notice;
(c) the general notice is not of any effect unless it is given at a meeting of the
directors, or the director giving the notice takes all reasonable steps to se
cure that it is brought up and read at the next meeting of directors after it is
given;
(d) the general notice is not effective for more than twelve months but may
from time to time be renewed.
next meeting of directors after it is
given;
(d) the general notice is not effective for more than twelve months but may
from time to time be renewed.
(5) A director of the company shall not enter into a contract on its behalf in which the
director knows or has knowledge, that any other director of the company or an associated
company is materially interested, whether directly or indirectly, until a resolution has
been passed by the directors approving the contract. (6) In the case of a proposed contract in which the director is personally interested,
the director shall, prior to the passing of the approving resolution, declare the nature and
extent of the director’s interest in the proposed contract at a meeting of directors or by
written notice given to the directors. (7) A director shall not vote in respect of a contract or an arrangement in which that
director is materially interested and if the director does vote that vote shall not be
counted, nor shall that director be counted in the quorum required for that business.
interested and if the director does vote that vote shall not be
counted, nor shall that director be counted in the quorum required for that business.
(8) Subsection (7) does not apply to
(a) an arrangement for giving a director a security and indemnity in respect of
money lent by the director to obligations undertaken by the director for the
benefit of the company; or
(b) an arrangement for the giving by the company of a security to a third party
in respect of a debt or obligation of the company for which the director per
sonally has assumed responsibility in whole or in part under a guarantee or
indemnity or by the deposit of a security; or
(c) a contract by a director to subscribe for or underwrite shares or debentures
of the company. (9) A copy of a declaration made and of a notice given in pursuance of this section
shall, within three days after the making or giving of the declaration or notice, be entered
in a book kept for this purpose. [Issue 1] III-460
ection
shall, within three days after the making or giving of the declaration or notice, be entered
in a book kept for this purpose. [Issue 1] III-460
ACT 179
Companies Act, 1963
(10) The book shall be open for inspection without charge by any director, secretary,
auditor or member of the company at the registered office of the company and shall be
produced at every general meeting of the company, and at a meeting of the directors if a
director so requests in sufficient time to enable the book to be available at the meeting. (11) A director who fails to comply with a provision of this section and an officer
who fails to comply with subsection (5) and (6) is liable to a fine not exceeding [five
hundred penalty units]. (12) Where a company fails to comply with subsections (9) and (10), the company
and every officer of the company who is in default is liable to a fine not exceeding [five
hundred penalty units] and if an inspection or a production required under subseclion (1)
is refused the Court may by order compel an immediate inspection or production. (13) For the purposes of this section, an interest merely as holder of debentures, or of
not more than two percent of the shares or a class of shares, of a public company is not a
material interest. 208.
rely as holder of debentures, or of
not more than two percent of the shares or a class of shares, of a public company is not a
material interest. 208.
Directors acting professionally
Unless otherwise provided in the company’s Regulations, a director may, despite sec
tion 205, act personally or by the firm of that director in a professional capacity for the
company, except as auditor, and the director or the firm of the director is entitled to
proper remuneration for professional services as if the director were not a director. 209. Civil liabilities for breach of duty
Where a director commits a breach of duly under sections 203 to 205,
(a) the director and any other person who knowingly participated in the breach
is liable to compensate the company for the loss it suffers as a result of the
breach;
(b) the director shall account to the company for a profit made by the director
as a result of the breach; and
(c) a contract or any other transaction entered into between the director and the
company in breach of that duty may be rescinded by the company. 210.
(c) a contract or any other transaction entered into between the director and the
company in breach of that duty may be rescinded by the company. 210.
Legal proceedings to enforce liabilities
(1) Proceedings to enforce the liabilities referred to in section 209 or to restrain a
threatened breach of a duty under sections 203 to 205, or to recover from a director of the
company a property of the company may be instituted by the company or by a member of
the company. (2) Proceedings may be instituted by the company on the authority of the board of di
rectors or of a receiver and manager or liquidator of the company, or of an ordinary reso
lution of the company which has been agreed to by the members of the company entitled
to attend and vote at a general meeting or has been passed at a general meeting. (3) At a general meeting for the purposes of subsection (2), neither the proposed de
fendants nor the holders of the shares in which they or any of them are beneficially inter
ested shall vote on the resolution and if they do vote their votes shall not be counted. 111-461 [Issue 1]
they or any of them are beneficially inter
ested shall vote on the resolution and if they do vote their votes shall not be counted. 111-461 [Issue 1]
ACT 179
Companies Act, 1963
(4) After an investigation of the affairs of the company proceedings may, pursuant to
section 225 be instituted in the name of the company by the Registrar. (5) Where proceedings are instituted by a member, that member shall sue in a repre
sentative capacity on behalf of that member and all other members, except any that are
defendants to the action, and shall join the company as a defendant; and to that represen
tative action the provisions of section 324 shall apply. (6) The Court on the application of a defendant
(a) may stay proceedings by the member if satisfied that, in all the circum
stances, including the participation of that member in the transaction com
plained of and the circumstances in which that member became a member,
it is inequitable that the member should be allowed to have the conduct of
the action, and
(b) may if it thinks fit order the member to give security for payment of the
costs of the defendants, and
(c) may direct that the action or a part of it shall be heard in chambers.
the member to give security for payment of the
costs of the defendants, and
(c) may direct that the action or a part of it shall be heard in chambers.
(7) A period of limitation shall not apply to proceedings under this section, but in
those proceedings the Court may relieve a director from liability in whole or in part and
on the terms that it thinks fit if, in all the circumstances including lapse of time, the Court
thinks it equitable so to do. (8) In proceedings under this section the Court may, in the interests of justice, order
that a sum found to be payable by a defendant shall be restored, in whole or in part, to
members or former members of the company instead of to the company itself; and in that
event the Court may order that the necessary enquiries shall be made to ascertain the
identity of the members and former members concerned and may give the consequential
directions that may be necessary or expedient. (9) Proceedings under this section shall not be dismissed, settled or compromised
without the approval of the Court after notice of the proposed dismissal, settlement or
compromise has been given to all members of the company and to the Registrar in the
manner that the Court directs.
e proposed dismissal, settlement or
compromise has been given to all members of the company and to the Registrar in the
manner that the Court directs.
(10) Within the time prescribed by the notice a member of the company and the Reg
istrar may appear and call the attention of the Court to the matters which seem relevant
and may give evidence and call witnesses. (11) If the Court does not approve the dismissal or compromise it may give the con
duct of the action to a member willing to continue the proceedings, or to the Registrar in
the name of the company, making the consequential orders regarding the parties to the
action or otherwise that may be necessary or expedient. 211. Payments to directors for loss of office or on transfer of the company's
undertaking
(1) A company shall not make to a director or former director of the company or an
associated company a payment by way of compensation for loss of an office in the com
pany or an associated company, or as consideration for or in connection with retirement
[Issue 1] 111-462
ompensation for loss of an office in the com
pany or an associated company, or as consideration for or in connection with retirement
[Issue 1] 111-462
ACT 179
Companies Act, 1963
from office of that director or former director, without particulars with respect to the pro
posed payment, including the amount of the payment, being disclosed to the members of
the company and the proposal being approved by an ordinary resolution of the company
agreed to or passed in the manner provided by section 206. (2) A payment shall not be made, whether by the company or otherwise, to a director
or former director of a company in connection with the transfer of the whole or a part of
the undertaking or property of the company or an associated company, whether the pay
ment is expressed to be by way of compensation for loss of office or otherwise, unless
particulars with respect to the proposed payment, including the amount of the payment
have been disclosed to the members of the company and the proposal approved by an
ordinary resolution of the company agreed to or passed in the manner provided by
section 206. (3) Where a payment is made in contravention of this section the amount of the pay
ment shall be regarded as money of the company used by a director for the director’s own
advantage within the meaning of section 205. 212.
of the pay
ment shall be regarded as money of the company used by a director for the director’s own
advantage within the meaning of section 205. 212.
Payments to directors in connection with take-over bids
(1) Where an offer is made for the acquisition of shares of a company on the terms
that the offer is available for acceptance,
(a) by the shareholders of the company or by the holders of shares of the class
to which the offer relates, or
(b) by the holders of shares which, together with the shares already owned
beneficially by the person making the offer or by a body corporate in which
that person is the controlling shareholder, confer the right to exercise or
control the exercise of not less than one third of the voting power at a gen
eral meeting of the company,
and in connection with that offer it is proposed that a payment shall be made or a pay
ment has been made to a director or former director of the company or an associated
company, over and above the receipt by the director or former director in respect of the
shares in the company held by the director or former director of the same price as may be
receivable by other holders of the shares of the same class, that director or former director
shall take all reasonable steps to secure that particulars of the payment are included in or
sent with the notice of the offer made for their shares which is given to shareholders.
s to secure that particulars of the payment are included in or
sent with the notice of the offer made for their shares which is given to shareholders.
(2) Where
(a) the director or former director fails to take the reasonable steps mentioned
in subsection (1), or
(b) a person who has been properly required by that director or former director
to include the particulars in or send them with the notice fails to do so,
that director or former director is liable to a fine not exceeding [one hundred and fifty
penalty units]. (3) The payment referred to in subsection (1) shall be distributed in the manner pro
vided by subsection (4) unless
(a) the requirements of subsection (1) are complied with, and
ill -463 [Issue 1]
shall be distributed in the manner pro
vided by subsection (4) unless
(a) the requirements of subsection (1) are complied with, and
ill -463 [Issue 1]
ACT 179
Companies Act, 1963
(b) the making of the payment is, before the transfer of shares in pursuance of
the offer, approved by an ordinary resolution,
(i) agreed to by the holders of the shares to which the offer relates, or
(ii) passed at a meeting, summoned for the purpose by notice complying
with subsection (6), of the holders at which neither the director con
cerned nor the holders of the shares in which the director or former
director is beneficially interested, directly or indirectly, have voted
on the resolution. (4) Where a payment is to be distributed in accordance with subsection (3), the person
making or proposing to make the payment and the director or former director to whom it is
made or proposed to be made shall be jointly and severally liable to distribute the payment
among the persons who have sold their shares as a result of the offer in proportion to the
numbers of shares sold by them, and if a director or fonner director receives the payment
that director or fonner director shall hold the payment on trust for those persons.
by them, and if a director or fonner director receives the payment
that director or fonner director shall hold the payment on trust for those persons.
(5) For the purposes of subsection (4),
(a) the expenses incurred in distributing the payment shall be borne by the per
sons liable to make the distribution and not retained out of the payment;
(b) if, in proceedings instituted prior to the expiration of three months from the
first transfer of shares in pursuance of the offer, the Court awards or ap
proves the payment of damages to the director or former director for breach
of a valid service agreement, the amount of the damages, but not of the
costs or expenses incurred in connection with proceedings, shall be paid to
or retained by the director or fonner director out of the payment and only
the balance of the payment shall be distributable.
edings, shall be paid to
or retained by the director or fonner director out of the payment and only
the balance of the payment shall be distributable.
(6) The notice of a general meeting summoned for the purposes of subsection (3)
shall be convened, held and conducted as nearly as may be in accordance with this Act
and the company’s Regulations relating to general meetings of the company, and the no
tices convening the meeting shall state that if the resolutions approving the payment is
not passed the payment will be distributable among the persons who have sold their
shares in pursuance of the offer except to the extent that the Court may award or approve
the payment to the director or former director concerned of damages for breach of a valid
service agreement. (7) An offer referred to in subsection (1) shall not be made conditional on approval of
a payment or proposed payment to a director or former director and, if an offer is ex
pressed to be made subject to that condition, the condition is void.
yment or proposed payment to a director or former director and, if an offer is ex
pressed to be made subject to that condition, the condition is void.
(8) For the purposes of paragraph (b) of subsection (1),
(a) when the offer is made by a body corporate, the shares are owned benefi
cially by that body corporate if the are owned beneficially by it or by any
of its associated companies or by the controlling shareholders of it; and
(b) a person is a controlling shareholder of a body corporate if that body corpo
rate or its directors are accustomed to act in accordance with the directions
or instructions of that person or that person’s nominee or if, at a general
[Issue I] III-464
are accustomed to act in accordance with the directions
or instructions of that person or that person’s nominee or if, at a general
[Issue I] III-464
ACT 179
Companies Act, 1963
meeting of that body corporate, that person is entitled to exercise or control
the exercise of one-third or more of the voting power. 213. Provisions supplemental to sections 211 and 212
(1) For the purposes of sections 211 and 212 and of the section, the expression “pay
ment” includes a benefit or an advantage whether in cash or in kind. (2) Sections 211 and 212 shall not render unlawful or apply to the payment of dam
ages awarded or approved by a competent court for breach of a valid service agreement
or the genuine payment of a pension or superannuation benefit in respect of past services
in accordance with a valid service agreement.
vice agreement
or the genuine payment of a pension or superannuation benefit in respect of past services
in accordance with a valid service agreement.
(3) For the purposes of subsection (4) of section 212 and of subsection (2) of this sec
tion, a service agreement is not valid if it has been entered into in contemplation of a trans
fer referred to in subsection (2) of section 211 or of an offer referred to in subsection (1) of
section 212 and unless the contrary is proved the service agreement shall be deemed to
have been entered into in contemplation of that transfer or offer if it is made within one
year before or contemporaneously with, or at any time after the dale of the agreement to
transfer or the making of the offer.
if it is made within one
year before or contemporaneously with, or at any time after the dale of the agreement to
transfer or the making of the offer.
(4) For the purposes of sections 211 and 212, where
(a) a payment, which is not a remuneration properly payable in accordance with
section 194, is received by a director or former director within a period of
one year before, or two years after the dale of the agreement to make the
transfer referred to in subsection (2) of section 211 or of the dale making an
offer referred to in subsection (1) of section 212, and
(b) the company or the person to whom the transfer or by whom the offer was
made was privy to the making of the payment,
the payment shall be deemed to have been received by the director or former director in
connection with the transfer or offer unless the director or fonner director proves that the
payment would have been received by the director or former director whether or not the
transfer or offer had been made. 214.
director proves that the
payment would have been received by the director or former director whether or not the
transfer or offer had been made. 214.
Duties of directors in connection with sales or purchases of the company's
securities
(1) If a director of a company, having acquired as a director of the company a special
information which may substantially affect the value of the shares or debentures of the
company or an associated company, buys or sells those shares or debentures without dis
closing that information to the seller or purchaser of the shares or debentures, the pur
chase or sale is voidable at the option of the seller or purchaser within twelve months
after the date of the agreement to sell or buy. (2) For the purposes of subseclion (1), shares or debentures bought or sold shall be
deemed to have been bought or sold by a director if the director’s interest in the shares or
debentures would normally require recording in relation to that director in the register to
be maintained in accordance with section 215, unless it is proved that the sale or purchase
was not made by that director or on the instructions or advice of that director or on the
instructions or advice of any other person to whom that director had imparted a special
111-465 (Issue 1]
uctions or advice of that director or on the
instructions or advice of any other person to whom that director had imparted a special
111-465 (Issue 1]
ACT 179
Companies Act, 1963
information affecting the value of the shares or debentures obtained by that director in the
capacity of director of the company. (3) This section does not prejudice the right of the company to proceed against a di
rector for breach of section 205. 215. Register of director’s holdings
(1) A company shall keep a register showing, as respect each director of the com
pany, the number and description and, in the case of debentures, the amount, of the shares
in or debentures of the company or an associated company of which that director is the
holder or in which the director has, directly or indirectly, a beneficial interest or right to
acquire, or of which that director has an option to buy or sell; but the register need not
include shares in a body corporate which is the wholly owned subsidiary of another body
corporate. (2) The nature and extent of a director’s interest in the shares or debentures recorded
in relation to that director in the register shall, if the director so requires, be indicated in
the register.
st in the shares or debentures recorded
in relation to that director in the register shall, if the director so requires, be indicated in
the register.
(3) Where shares or debentures fall to be or cease to be recorded in the register in re
lation to a director by reason of a transaction entered into after the commencement of this
Act and while that director is a director, the register shall also show the date of, and price
or any other consideration for the transaction; and where there is an interval between the
agreement for that transaction and the completion of the transaction, the date shown shall
be that of the agreement. (4) The register shall be kept at the same place as the register of members maintained
in accordance with section 32, and shall be open to inspection during business hours, sub
ject to the reasonable restrictions that the company’s Regulations may impose, by a
member or debenture holder or a former member or debenture holder or by the auditor of
the company or by the Registrar. (5) Not less than two hours in each day other than a Saturday, a Sunday or a public
holiday shall be allowed for inspection under subsection (4).
rar. (5) Not less than two hours in each day other than a Saturday, a Sunday or a public
holiday shall be allowed for inspection under subsection (4).
(6) The register shall also be produced at the commencement of a general meeting of
the company and remain open and accessible during the continuance of the meeting to a
person attending the meeting. (7) A director of the company shall give notice to the company of the matters relating
to that director as may be necessary for the purposes of complying with subsections (1)
and (3). (8) The notice shall be in writing and shall be given within twenty-eight days after
the commencement of this Act and within twenty-eight days after the occurrence of a
transaction occurring which requires recording. (9) If the notice is not given at a meeting of directors, the director who should have
given it shall take reasonable steps to secure that it is brought up and read at the next
meeting of directors after it is given. (10) If default is made in complying with subsections (7), (8) and (9), the director
concerned is liable to a fine not exceeding [five hundred penalty units] for each default. [Issue 1] 111-466
ubsections (7), (8) and (9), the director
concerned is liable to a fine not exceeding [five hundred penalty units] for each default. [Issue 1] 111-466
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(11) If default is made in complying with subsections (1), (3), (4), (5) or (6), the com
pany and every officer of the company who is in default is liable to a fine not exceeding
[five hundred penalty units], and if an inspection required under subsections (4) and (6) is
refused the Court may by order compel an immediate inspection of the register. (12) T’he company shall not, by virtue of anything done for the purposes of this sec
tion, be affected with notice of, or put on enquiry as to, the right of a person in relation to
any shares and debentures. (13) For the purposes of this section, a director is beneficially interested in shares or
debentures if a body corporate holds them or has a right in or over them and that body
corporate or its directors are accustomed to act in accordance with that director’s direc
tions or instructions, or that director is entitled to exercise or control the exercise of one-
third or more of the voting power at a general meeting of that body corporate. 216.
t director is entitled to exercise or control the exercise of one-
third or more of the voting power at a general meeting of that body corporate. 216.
General saving of existing law relating to officers
The rights, duties and liabilities of officers and agents of companies shall continue to
be governed by the rules of the common law and equity relating to principal and agent
and master and servant except in so far as those rules are inconsistent with the express
provisions of this Act. PARTR
Protection Against Illegal or Oppressive Action
217. Injunction or declaration in the event of illegal or irregular activity
(1) The Court on the application of a member may by injunction restrain the com
pany from doing an act or entering into a transaction which is illegal or beyond the power
or capacity of the company or which infringes a provision of its Regulations, or from
acting on a resolution not properly passed in accordance with this Act and the company’s
Regulations, and may declare that act, transaction or resolution already done, entered
into, or passed to be void. (2) Subsection (1) does not derogate from the protection afforded by a provision of
this Act to a person dealing with the company. (3) In relation to acts beyond the capacity or power of the company, this section is
subject and without prejudice to section 25.
ng with the company. (3) In relation to acts beyond the capacity or power of the company, this section is
subject and without prejudice to section 25.
(4) The right afforded to a member to apply to the Court under subsection (1) is
without prejudice to a right that member may have to institute proceedings against a di
rector of the company pursuant to section 210 or to apply to the Court under section 218. (5) In any proceedings by a member under this section the Court may order the
member to give security for the costs of the company and may direct that the application
shall be heard in chambers. 218. Remedy against oppression
(1) A member or debenture holder of a company or, in a case falling within section 225,
111-467 [Issue 1]
in chambers. 218. Remedy against oppression
(1) A member or debenture holder of a company or, in a case falling within section 225,
111-467 [Issue 1]
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the Registrar, may apply to the Court for an order under this section on the ground
(a) that the affairs of the company are being conducted or the powers of the
directors are being exercised in a manner oppressive to one or more of the
members or debenture holders or in disregard of the proper interests of
those members, shareholders, officers, or debenture holders of the com
pany, or
(b) that some act of the company has been done or is threatened or that a reso
lution of the members, debenture holders or a class of them has been
passed or is proposed which unfairly discriminates against, or is otherwise
unfairly prejudicial to, one or more of the members or debenture holders.
passed or is proposed which unfairly discriminates against, or is otherwise
unfairly prejudicial to, one or more of the members or debenture holders.
(2) Where on the application the Court is of opinion that either of the grounds set out
in subsection (1) is established, the Court may, with a view to bringing to an end or
remedying the matters complained of, make an appropriate order and, without prejudice
to the generality of this subsection, the Court may by order,
(a) direct or prohibit an act or cancel or vary a transaction or resolution; or
(b) regulate the conduct of the company’s affairs in future; or
(c) provide for the purchase of the shares or debentures of any members or
debenture holders of the company by other members or debenture holders
of the company or by the company itself and in the case of purchase of
shares by the company without regard to the limitations imposed by sec
tions 59 to 63 other than subsections, (5) and (6) of section 59. (3) Where an order under this section makes an alteration in or addition to any of the
company’s Regulations then despite anything in any other provision of this Act but sub
ject to the provisions of the order, the company shall not without the leave of the Court,
make a further alteration in or addition to the Regulations inconsistent with the provisions
or the order.
y shall not without the leave of the Court,
make a further alteration in or addition to the Regulations inconsistent with the provisions
or the order.
(4) An office copy of an order under this section altering or adding to the company’s
Regulations shall, within twenty-eight days after the making of the order, be delivered by
the company to the Registrar for registration. (5) Where a company defaults in complying with subsection (4), 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]. (6) On an application under this section by a member or debenture holder of the com
pany the Court, may order the applicant to give security for the costs of the company and
may direct that the application shall be heard in chambers. 219. Enquiries by the Registrar
(1) In order to ensure that the provisions of sections 123 to 133 relating to the main
tenance and auditing of accounts are being duly complied with, the Registrar may by
written order call on a company to produce for the Registrar’s inspection all or any of the
books of the company. (2) Where it appears to the Registrar that there are circumstances suggesting, in rela
tion to a company,
(a) that a provision of this Act is not being complied with, or
[Issue 1] 111-468
that there are circumstances suggesting, in rela
tion to a company,
(a) that a provision of this Act is not being complied with, or
[Issue 1] 111-468
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Companies Act, 1963
(b) that a document which the company is required to send to the Registrar
under this Act does not disclose a full and fair statement of the matters to
which it purports to relate, or
(c) that the business of the company is being conducted with intent to defraud
its creditors or the creditors of any other person or otherwise for a fraudu
lent or unlawful purpose or that the business of the company is being con
ducted or the powers of the directors are being exercised in a manner op
pressive to a part of the members or debenture holders or in disregard of
their proper interests as members, shareholders, officers or debenture hold
ers, or
(cl) that persons concerned with its formation or the management of its affairs
have in connection with the formation or management been guilty of a
breach of duty towards it or its members, or
(e) that the members of the company have not been given all the information
with respect to its affairs that they might reasonably expect,
the Registrar may by written order call on the company to produce for the Registrar’s
inspection all or any of the books of the company or to furnish in writing that information
or explanation that the Registrar may specify in the order.
nspection all or any of the books of the company or to furnish in writing that information
or explanation that the Registrar may specify in the order.
(3) Where the Registrar makes an order under subsection (1) or (2) the company shall
comply with the order within the time that is specified in the order and all persons who
are or have been officers of the company shall so far as lies within their power, produce
the books or furnish the information or explanation. (4) Where the company defaults in complying with subsection (3), the company and
an officer of the company who is in default is liable to a fine not exceeding [two hundred
and fifty penally units] and if an officer or former officer of the company defaults in
complying with subsection (3) that officer is likewise liable to a fine not exceeding [two
hundred and fifty penally units]. (5) Unless the books, information or explanations produced or given to the Registrar
in accordance with this section satisfy the Registrar that further action is not needed, the
Registrar shall
(a) proceed in accordance with section 225, or
(b) report the circumstances in writing to the Court. (6) This section does not require a company licensed under [section 24 of the Com
panies Ordinance (Cap.
rt the circumstances in writing to the Court. (6) This section does not require a company licensed under [section 24 of the Com
panies Ordinance (Cap.
193)] or a statutory re-enactment or modification of that Ordi
nance, to carry on banking business to produce its books containing details of the ac
counts with it of its banking customers. 220. Appointment of inspector under order of the Court
(1) The Court may order the Registrar to appoint one or more competent inspectors to
investigate the affairs of a company and to report on the affairs to the Registrar in the
manner that the Court directs,
(a) on a report by the Registrar after enquiries by the Registrar in accordance
with section 219, or
111-469 [Issue I ]
manner that the Court directs,
(a) on a report by the Registrar after enquiries by the Registrar in accordance
with section 219, or
111-469 [Issue I ]
ACT 179
Companies Act, 1963
(b) on the application of the Registrar, or
(c) on the application of not less than one hundred members or of members
holding not less than one-tenth of the issued shares or of members being
not less than one-tenth in number of the total members. (2) Where the application is made under paragraph (c) of subsection (1),
(a) it shall be supported by the evidence that the Court may require for the
purpose of showing that the applicants have good reason for requiring the
investigation; and the Court may, before ordering the appointment of an in
spector, require the applicants to give security to an amount not exceeding
[five million cedis] for payment of the costs of the investigation;
(b) at least fourteen days’ previous notice of the application shall be given to
the Registrar who shall be entitled to be represented at the hearing and to
give evidence and call witnesses. (3) An application under this section shall be heard in chambers and at least fourteen
days’ previous notice of the application shall be given to the company which shall be
entitled to be represented at the hearing and to give evidence and call witnesses. 221.
f the application shall be given to the company which shall be
entitled to be represented at the hearing and to give evidence and call witnesses. 221.
Appointment of inspector on special resolution of the company
The Registrar shall appoint one or more competent inspectors to investigate the affairs
of a company and to report on the affairs to the Registrar in the manner that the Registrar
directs if the company by special resolution declares that its affairs ought to be investi
gated by an inspector appointed by the Registrar. 222. Power to carry investigation into the affairs of associated companies
if an inspector appointed under section 220 or section 221 to investigate the affairs of
a company thinks it necessary for the purposes of the investigation to investigate also the
affairs of any other body corporate which is or has at any relevant time been the com
pany’s associated company, the inspector may do so, and shall report on the affairs of the
other body corporate so far as the inspector thinks the results of the investigation are
relevant to the investigation of the affairs of the first mentioned company. 223.
so far as the inspector thinks the results of the investigation are
relevant to the investigation of the affairs of the first mentioned company. 223.
Production of documents and evidence
(1) The officers and agents of the company and of the officers and agents of any
other body corporate whose affairs are investigated by virtue of section 222,
(a) shall produce to the inspectors the books and the documents of or relating
to the company or the other body corporate which are in their custody or
power, and
(b) shall otherwise give to the inspectors the assistance in connection with the
investigation which they are reasonably able to give. (2) An inspector may examine on oath the officers and agents of the company or
other body corporate in relation to its business and may administer an oath accordingly. [Issue I] III - 470
the officers and agents of the company or
other body corporate in relation to its business and may administer an oath accordingly. [Issue I] III - 470
ACT 179
Companies Act, 1963
(3) If an officer or agent of the company or other body corporate,
(a) destroys or refuses to produce to the inspectors a book or document which
it is that officer’s or agent’s duly under this section so to produce, or
(b) refuses to answer a question which is put to that officer or agent by the in
spectors with respect to the affairs of the company or other body corporate,
the inspectors may certify the facts in writing to the Court, and the Court may inquire into
the case, and after hearing the witnesses who may be produced against or on behalf of the
alleged offender and after hearing the statement which may be offered in defence punish
the offender in like manner as if the offender had been guilty of contempt of the Court.
hearing the statement which may be offered in defence punish
the offender in like manner as if the offender had been guilty of contempt of the Court.
(4) If an inspector thinks it necessary for the purposes of the investigation that a per
son whom the inspector does not have a power to examine on oath should be so exam
ined, the inspector may apply to the Court and the Court may order that person to attend
and be examined on oath before it on a matter relevant to the investigation; and on that
examination,
(a) the inspector may lake part personally or by a legal practitioner;
(b) the Court may put the questions to the person examined that the Court
thinks fit;
(c) the person examined shall answer the questions that the Court may put or
allow to be put to that person who may at a personal cost employ a legal
practitioner, who shall be at liberty to put to that person questions that the
Court may consider just, for the purpose of enabling that person to explain
or qualify any answers given by that person;
and notes of the examination shall be taken down in writing, and shall be read over to or
by, and signed by, the person examined, and may be used in evidence against that person.
shall be taken down in writing, and shall be read over to or
by, and signed by, the person examined, and may be used in evidence against that person.
(5) Despite anything in paragraph (c.) of subsection (4), the Court may allow the per
son examined costs, and the costs so allowed shall be paid as part of the expenses of the
investigation. (6) In this section, a reference to officers or to agents includes past, as well as pre
sent, officers or agents, and for the purposes of this section, “agents” in relation to a
company or other body corporate includes the bankers or legal practitioners of the com
pany or other body corporate and a person employed by the company or other body cor
porate as auditors. 224. Inspectors’ report
(1) The inspectors may, and, if so directed by the Registrar, shall, make interim re
ports to the Registrar, and on the conclusion of the investigation shall make a final report
to the Registrar. (2) The report shall be written or printed, as the Registrar directs. (3) The Registrar may cause the report to be printed and published, and shall, unless
in the Registrar’s opinion it is undesirable in the public interest,
(a) forward a copy of a report made by the inspectors to the registered office of
the company;
III - 471 [Issue 1]
undesirable in the public interest,
(a) forward a copy of a report made by the inspectors to the registered office of
the company;
III - 471 [Issue 1]
ACT 179
Companies Act, J963
(b) furnish a copy of the report on request and on payment of a reasonable
charge, to any other person who is a member of the company or of any
other body corporate dealt with in the report by virtue of section 222 or
whose interests as a creditor of the company or of that other body corporate
appear to the Registrar to be affected;
(c) where the inspectors are appointed under section 220, furnish a copy to the
Court; and
(d) where the inspectors are appointed under paragraph (c) of subsection (1) of
section 220, furnish at the request of the applicants for the investigation, a
copy to them. (4) A copy of the report authenticated by the seal of the Registrar is admissible in le
gal proceedings as evidence of the opinion of the inspectors in relation to a matter con
tained in the report. 225.
the Registrar is admissible in le
gal proceedings as evidence of the opinion of the inspectors in relation to a matter con
tained in the report. 225.
Proceedings after investigations
If as a result of an information obtained in accordance with section 219 or as a result
of a report made under section 224, it appears to the Registrar that,
(a) a person may have committed an offence for which that person is crimi
nally liable, the Registrar shall refer the matter to the Attorney-General,
and if the Attorney-General considers that the case is one in which a prose
cution ought to be instituted, shall institute proceedings accordingly;
(b) a company ought to be wound up or that an application should be made to
the Court under section 218, the Registrar may petition the Court to wind
up the company, if it thinks it just and equitable to do so, or may apply to
the Court under section 218;
(c) proceedings ought in the public interest to be brought by a company against
a director or former director of a company under section 210 or against a
person to recover property, damages or compensation to which a body cor
porate is entitled, the Registrar may bring proceedings for that purpose in
the name of the company or body corporate but, subject to section 226,
shall indemnify the company or body coiporate against the costs or ex
penses incurred by it in connection with those proceedings.
ject to section 226,
shall indemnify the company or body coiporate against the costs or ex
penses incurred by it in connection with those proceedings.
226. Expenses of investigations
(1) The expenses of, and incidental to, an investigation by the Registrar under sec
tion 219 or by inspectors appointed by the Registrar under section 220 or 221 shall be
defrayed in the first instance by the Registrar out of moneys provided by Parliament, but
the following persons are, to the extent mentioned, liable to repay the Registrar, that is to
say,
(a) a person who is convicted on a prosecution instituted by virtue of para
graph (a) of section 225 or who is ordered to restore property or pay dam
ages or compensation in proceedings brought by virtue of paragraph (c) of
section 225 may in the same proceedings be ordered to pay the expenses to
the extent that may be specified in the order;
[Issue 1] III-472
raph (c) of
section 225 may in the same proceedings be ordered to pay the expenses to
the extent that may be specified in the order;
[Issue 1] III-472
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Companies Act. 1963
(b) a body corporate in whose name proceedings are brought by virtue of para
graph (c) of section 225 is liable to the amount or value of any sums or
property recovered by it as a result of those proceedings, and the expenses
shall be a first charge on those sums or property;
(c) a body corporate dealt with by the report of an inspector appointed under
section 220 or 221 and the applicants, other than the Registrar, for the in
vestigation where the inspector was appointed under section 220 is liable to
the extent that the Registrar shall direct. (2) The report of an inspector may, if the inspector thinks fit, and shall if the Regis
trar so directs, include a recommendation as to the directions, which the inspector thinks
appropriate to be given under paragraph (c) of subsection (1). (3) For the purposes of this section, the costs or expenses incurred by the Registrar in
connection with proceedings brought under paragraph (b) or (c) of section 225 shall be
treated as expenses of the investigation giving rise to the proceedings.
n with proceedings brought under paragraph (b) or (c) of section 225 shall be
treated as expenses of the investigation giving rise to the proceedings.
(4) As between the persons specified in paragraphs (a), (b) and (c) of subsection (1)
of this section liability to repay the Registrar shall be borne, to the extent to which they
are respectively liable under those paragraphs, in the first instance by those liable under
paragraph (a), then by those liable under paragraph (b), and finally by those liable under
paragraph (c). 227.
he first instance by those liable under
paragraph (a), then by those liable under paragraph (b), and finally by those liable under
paragraph (c). 227.
Power to require information as to persons interested in shares or debentures
(1) Where it appears to the Registrar that there is good reason to investigate the own
ership of any shares in or debentures of a company or where the directors of a company
so request in writing, the Registrar may personally carry out the investigation or by writ
ten order appoint one or more inspectors to carry out the investigation in a manner pro
vided by this section.19
(2) The Registrar or an inspector appointed by the Registrar may require a person
whom the Registrar or the inspector has reasonable cause to believe,
(a) to be or to have been interested in those shares or debentures, or
(b) to act or to have acted in relation to those shares or debentures as the agent
or adviser of someone interested in those shares or debentures,
to give the Registrar or inspector an information which that person has or can reasonably
be expected to obtain as to the present and past interests in those shares or debentures and
the names and addresses of the persons interested and of any persons who act or have
acted on their behalf in relation to the shares and debentures.
d
the names and addresses of the persons interested and of any persons who act or have
acted on their behalf in relation to the shares and debentures.
(3) For the purposes of this section, a person has an interest in a share or debenture if
that person has a right to acquire or dispose of the share or debenture or an interest in or
to vote in respect of the share or debenture or if that person's consent is necessary for the
exercise of any of the rights of other persons interested in the share or debenture, or if
other person interested in the share or debenture can be required or are accustomed to
exercise their rights in accordance with the instructions of that person. 19. Amended by section 3 of the Companies Code (Amendment) Act 1994 (Act 474). 111-473 (Issue 1]
s in accordance with the instructions of that person. 19. Amended by section 3 of the Companies Code (Amendment) Act 1994 (Act 474). 111-473 (Issue 1]
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(4) A person who fails to give an information required of that person under this sec
tion, or who in giving that information makes a statement which is false in a material
particular is liable to a term of imprisonment not exceeding six months or to a fine not
exceeding seven hundred and fifty penalty units or to both, unless, in the case of a false
statement, it is proved that that person believed on reasonable grounds that the statement
was true. (5) Where it appears to the Registrar that there is difficulty in finding out the relevant
facts about those shares or debentures, whether issued or to be issued, and that the diffi
culty is due wholly or mainly to the unwillingness of the persons, concerned or any of
them to give accurate information as required by this section, the Registrar may be order
direct that the shares or debentures shall, until further order, be subject to the restrictions
imposed by subsection (6).
the Registrar may be order
direct that the shares or debentures shall, until further order, be subject to the restrictions
imposed by subsection (6).
(6) Where share or debentures are directed to be subject to the restrictions imposed
by the direction referred to in subsection (5),
(a) a transfer of those shares or debentures or of the right to be issued with
those shares or debentures and an issue of those shares or debentures is
void;
(b) voting rights shall not be exercisable in respect of those shares or debentures;
(c) further shares or debentures shall not be issued in right of those shares or
debentures or in pursuance of an offer made to the holders of those shares
or debentures;
(cl) except in a liquidation, a payment shall not be made of the sums due from
the company on those shares or debentures. (7) Where the Registrar makes an order directing that shares or debentures shall be
subject to the restrictions, or refuses to make an order directing that they shall cease to be
subject to those restrictions, a person having an interest in the shares or debentures may
apply to the Court, and the Court may direct that the shares or debentures shall cease to
be subject to those restrictions or any of them.
entures may
apply to the Court, and the Court may direct that the shares or debentures shall cease to
be subject to those restrictions or any of them.
(8) A person who,
(a) exercises or purports to exercise a right to dispose of shares or debentures
which, to the knowledge of that person, are for the time being subject to the
restrictions or any of them, or of a right to be issued with those shares or
debentures, or
(b) votes, whether as holder or proxy, or appoints a proxy to vote in respect of
shares or debentures which, to the knowledge of that person are for time
being subject to the restriction that voting rights shall not be exercisable in
respect of those shares or debentures, or
(c) being the holder of any shares or debentures fails to notify of the restric
tions any other holder or proxy for an holder whom that holder does not
know to be aware of the restrictions,
is liable to a term of imprisonment not exceeding six months or to a fine not exceeding
seven hundred and fifty penalty units or to both, and where shares or debentures in a
company are issued in contravention of the restriction, the company and every officer of
the company who is in default is liable to a fine not exceeding [seven hundred and fifty
penalty units]. [Issue 1] III-474
ompany and every officer of
the company who is in default is liable to a fine not exceeding [seven hundred and fifty
penalty units]. [Issue 1] III-474
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(9) A prosecution shall not be instituted under subsection (8) except by, or with the
consent of, the Attorney-General. (10) Where an inspector is appointed to carry out an investigation under this section,
the inspector shall report in writing to the Registrar on the result of the investigation. (11) The Registrar may,
(a) furnish to a person or the persons who the Registrar thinks fit a copy of the
report referred to in subsection (10) or of part or parts of the copy and may
cause the copy or those parts of the copy to be printed and published;
(b) divulge to a person or the persons who the Registrar thinks fit, an informa
tion obtained by the Registrar as a result of the Registrar’s or the inspec
tor’s investigation and may cause that information to be published. (12) The expenses of an investigation under this section shall be defrayed by the Reg
istrar out of moneys provided by Parliament. 228.
be published. (12) The expenses of an investigation under this section shall be defrayed by the Reg
istrar out of moneys provided by Parliament. 228.
Saving for legal practitioners and bankers
Sections 219 to 227 do not require disclosure to the Registrar or to an inspector ap
pointed by the Registrar,
(a) by a legal practitioner, of a privileged communication made to the legal
practitioner in that capacity except as regards the name and address of the
client;
(b) by the bankers of a body corporate in their capacity as bankers of the body
corporate, of an information as to the affairs of any of their customers other
than the body corporate. PARTS
Arrangements and Amalgamations
229. Meaning of “arrangement” and “amalgamation”
in this Act,
(a) “arrangement” means a change in the rights or liabilities of members,
debenture holders or creditors of a company or any class of them or in the
Regulations of a company, other than a change effected under a provision
of this Act or by the unanimous agreement of all the parties affected by the
arrangement;
(b) “amalgamation” means a merger of the undertakings or a part of the un
dertakings of two or more companies or of the undertakings or part of the
undertakings of one or more companies and one or more bodies corporate.
e un
dertakings of two or more companies or of the undertakings or part of the
undertakings of one or more companies and one or more bodies corporate.
230 Arrangement and amalgamation by sale of undertaking for securities to be
distributed
(1) With a view to effecting an arrangement or amalgamation, a company may by
special resolution resolve that the company be put into members’ voluntary liquidation
and that the liquidator be authorised to sell the whole or part of its undertaking or assets
111-475 [Issue 1]
put into members’ voluntary liquidation
and that the liquidator be authorised to sell the whole or part of its undertaking or assets
111-475 [Issue 1]
ACT 179
Companies Act, 1963
to another body corporate, whether a company within the meaning of this Act or not, in
this section called the transferee company, in consideration or part consideration of fully
paid shares, debentures or other like interests in the transferee company and to distribute
those shares, debentures or other like interests in specie among the shareholders of the
company in accordance with their rights in the liquidation. (2) A sale and distribution in pursuance of a special resolution under this section is
binding on the company and the members of the company and each member shall be
deemed to have agreed with the transferee company to accept the fully paid shares, de
bentures or other like interests to which that member is entitled under the distribution.
h the transferee company to accept the fully paid shares, de
bentures or other like interests to which that member is entitled under the distribution.
(3) For the purposes of subsection (2)
(a) if within one year from the date of the passing of the special resolution re
ferred to in subsection (1) an order is made under section 218 or for the
winding up of the company under the Bodies Corporate (Official Liquida
tions) Act, 1963 (Act 180), the arrangement or amalgamation and the sale
and distribution shall not be valid unless sanctioned by the Court;
(b) if a member of the company, by notice in writing addressed to the liquida
tor and left at the registered office of the company within twenty-eight days
after the passing of the resolution, dissents from the arrangement or amal
gamation in respect of any of the shares held by that member, the liquidator
shall abstain from carrying the resolution into effect or shall purchase the
shares at a price to be determined in a manner provided by subsec
tions (4), (5) and (6) of this section.
resolution into effect or shall purchase the
shares at a price to be determined in a manner provided by subsec
tions (4), (5) and (6) of this section.
(4) If the liquidator elects to purchase the shares of a member who has expressed dis
sent in accordance with subsections (2) and (3) of this section, the price payable for the
shares shall be determined by agreement or, in default of agreement, by a single arbitrator
appointed by the president for the time being of the Institute of Chartered Accountants in
Ghana in accordance with the law relating to arbitration. (5) The price shall be determined by estimating what the member concerned would
have received had the whole of the undertaking of the company been sold as a going con
cern for cash to a willing buyer and the proceeds, less the costs of liquidation, had been
divided amongst the members in accordance with their rights. (6) The purchase money shall be paid before the company is dissolved and raised by
the liquidator in the manner that may be determined by the special resolution or, in de
fault of a direction in the special resolution, in the manner that the liquidator thinks fit as
part of the expenses of the winding-up. (7) This section does not authorise a variation or an abrogation of the rights of a
creditor of the company.
s
part of the expenses of the winding-up. (7) This section does not authorise a variation or an abrogation of the rights of a
creditor of the company.
(8) If a company otherwise than under this section
(a) sells or resolves to sell the whole or a part of its undertaking or assets to
another body corporate in consideration or part consideration of shares, de
bentures or any other like interest in that body corporate, and
[Issue I] 111-476
body corporate in consideration or part consideration of shares, de
bentures or any other like interest in that body corporate, and
[Issue I] 111-476
ACT 179
Companies Act, 1963
(b) resolves to distribute the proceeds in specie among the members of the
company, whether in a liquidation or by way of dividend,
a member of the company may, by notice in writing addressed to the company and left at
the registered office of the company within twenty-eight days after the passing of the
resolution authorising the distribution, require the company to abstain from carrying the
resolution into effect or to purchase any of the shares of that member at a price to be de
termined in the manner provided by subsections (4), (5) and (6) of this section. (9) Subsection (8) does not authorise a company
(a) to purchase its shares except in accordance with sections 59 to 64;
(b) to make a distribution to its shareholders except in accordance with sec
tions 71 to 79 or in a liquidation. 231.
cordance with sections 59 to 64;
(b) to make a distribution to its shareholders except in accordance with sec
tions 71 to 79 or in a liquidation. 231.
Arrangement or amalgamation with Court approval
(1) Where an arrangement or amalgamation is proposed, whether or not involving a
compromise between a company and its creditors or members or any class or classes of
them, the Court, on the summary application of the company or a member or creditor of
the company or, in the case of a company being wound up, of the liquidator, may order
that meetings of the various classes of members and creditors concerned be summoned in
the manner that the Court directs or that a postal ballot be taken of the various classes in
the manner provided by subsections (7), (8), (9) and (10) of section 170. (2) If a three-fourths majority of each class of members concerned and a majority in
number representing three-fourths in value of each class of creditors concerned approves
the arrangement or amalgamation the approval shall be referred to the Registrar who shall
appoint one or more competent reporters to investigate the fairness of the arrangement or
amalgamation and to report on the arrangement or amalgamation to the Court.
more competent reporters to investigate the fairness of the arrangement or
amalgamation and to report on the arrangement or amalgamation to the Court.
(3) The remuneration of the reporters shall be fixed by the Registrar and it and the
proper expenses of the investigation shall be borne by the company or any other party to
the application who the Court orders. (4) If the Court, after considering the report, makes an order confirming the arrange
ment or amalgamation, with or without modifications, the arrangement or amalgamation
as confirmed is binding on the company and on all members and creditors of the com
pany and its validity shall not subsequently be impeachable in any proceedings. (5) On the hearing by the Court of the application to confirm the arrangement or
amalgamation, a member or creditor of the company claiming to be affected by the ar
rangement or amalgamation is entitled to be represented and to object. (6) The Court may prescribe the terms of a condition of its confirmation including a
condition that any members shall be given rights to require the company to purchase their
shares at a price fixed by the Court or to be determined in a manner provided in the order.
l be given rights to require the company to purchase their
shares at a price fixed by the Court or to be determined in a manner provided in the order.
(7) An arrangement or amalgamation may be carried out in accordance with this sec
tion although it could have been accomplished under section 230 or any other provision
of this Act; but sections 75 to 79 shall also be complied with if the arrangement or amal
gamation is one which, by virtue of section 75 requires the confirmation of the Court in
accordance with those sections. ill-477 [Issue 1]
ent or amal
gamation is one which, by virtue of section 75 requires the confirmation of the Court in
accordance with those sections. ill-477 [Issue 1]
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Companies Act, 1963
(8) An order made under subsection (4) of this section shall not have effect until an
office copy of the order has been delivered to the Registrar who shall register the order
and publish it in the Gazette. (9) A copy of the order shall be annexed to every copy of the company’s Regulations
issued by the company after the order has been made; and if a company defaults the com
pany and every officer of the company who is in default is liable to a fine not exceeding
[twenty-five penalty units] in respect of every copy in respect of which default is made. 232.
any who is in default is liable to a fine not exceeding
[twenty-five penalty units] in respect of every copy in respect of which default is made. 232.
Powers of the Court for facilitating arrangements or amalgamations
(1) Where an application is made to the Court under section 231 and it is shown to
the Court that under the arrangement or amalgamation the whole or a part of the under
taking or assets of a company, in this section referred to as a transferor company, is to be
transferred to another company, in this section referred to as the transferee company, the
Court may, by the order sanctioning the arrangement or amalgamation or by a subsequent
order, make provision for all or any of the following matters, that is to say,
(a) the transfer to the transferee company of the whole or a part of the under
taking, assets and liabilities of the transferor company;
(b) the allotting or appropriation by the transferee company of the shares, de
bentures or other like interests in that company which, under the arrange
ment or amalgamation, are to be allotted or appropriated by that company
to or for a person;
(c) the continuation by or against the transferee company of legal proceedings
pending by or against a transferor company;
(d) the dissolution, without winding up, of a transferor company;
(e) the provision to be made for the persons who, within the time and in the
manner that the Court directs, dissent from the arrangement or
amalgamation;
(f) the incidental, consequential and supplemental matters that are necessary to
secure that the arrangement or amalgamation is fully and effectively carried
out.
dental, consequential and supplemental matters that are necessary to
secure that the arrangement or amalgamation is fully and effectively carried
out.
(2) Where an order under this section provides for the transfer of property or liabilities,
(a) that property shall, by virtue of the order, be transferred to and vest in, and
(b) those liabilities shall, by virtue of the order, be transferred to and become
liabilities of, the transferee company, and in the case of a properly, if the
order so directs, shall be freed from a charge which, by virtue of the ar
rangement or amalgamation, is to cease to have effect. (3) Where an order is made under this section, a company in relation to which the or
der is made shall deliver an office copy of the order to the Registrar for registration
within twenty-eight days after the making of the order; and where the company defaults
in complying with this subsection, 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. [Issue 1] HI-478
pany who is
in default is liable to a fine not exceeding [twenty-five penalty units] for each day during
which the default continues. [Issue 1] HI-478
ACT 179
Companies Act, 1963
(8) An order made under subsection (4) of this section shall not have effect until an
office copy of the order has been delivered to the Registrar who shall register the order
and publish it in the Gazette. (9) A copy of the order shall be annexed to every copy of the company’s Regulations
issued by the company after the order has been made; and if a company defaults the com
pany and every officer of the company who is in default is liable to a fine not exceeding
[twenty-five penalty units] in respect of every copy in respect of which default is made. 232.
any who is in default is liable to a fine not exceeding
[twenty-five penalty units] in respect of every copy in respect of which default is made. 232.
Powers of the Court for facilitating arrangements or amalgamations
(1) Where an application is made to the Court under section 231 and it is shown to
the Court that under the arrangement or amalgamation the whole or a part of the under
taking or assets of a company, in this section referred to as a transferor company, is to be
transferred to another company, in this section referred to as the transferee company, the
Court may, by the order sanctioning the arrangement or amalgamation or by a subsequent
order, make provision for all or any of the following matters, that is to say,
(a) the transfer to the transferee company of the whole or a part of the under
taking, assets and liabilities of the transferor company;
(b) the allotting or appropriation by the transferee company of the shares, de
bentures or other like interests in that company which, under the arrange
ment or amalgamation, are to be allotted or appropriated by that company
to or for a person;
(c) the continuation by or against the transferee company of legal proceedings
pending by or against a transferor company;
(d) the dissolution, without winding up, of a transferor company;
(e) the provision to be made for the persons who, within the time and in the
manner that the Court directs, dissent from the arrangement or
amalgamation;
() the incidental, consequential and supplemental matters that are necessary to
secure that the arrangement or amalgamation is fully and effectively carried
out.
dental, consequential and supplemental matters that are necessary to
secure that the arrangement or amalgamation is fully and effectively carried
out.
(2) Where an order under this section provides for the transfer of property or liabilities,
(a) that properly shall, by virtue of the order, be transferred to and vest in, and
(b) those liabilities shall, by virtue of the order, be transferred to and become
liabilities of, the transferee company, and in the case of a property, if the
order so directs, shall be freed from a charge which, by virtue of the ar
rangement or amalgamation, is to cease to have effect. (3) Where an order is made under this section, a company in relation to which the or
der is made shall deliver an office copy of the order to the Registrar for registration
within twenty-eight days after the making of the order; and where the company defaults
in complying with this subsection, 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. [Issue 1] ill-478
any who is
in default is liable to a fine not exceeding [twenty-five penalty units] for each day during
which the default continues. [Issue 1] ill-478
ACT 179
Companies Act. 1963
(4) In this section,
“property” includes property right and powers of every description;
“liabilities” includes duties of every description
although the rights, powers and duties are of a personal character which could not under
the general law be assigned or performed vicariously. 233. Information as to arrangements and amalgamations
(1) Where notice of a resolution to approve an arrangement or amalgamation under
section 230 or 231 is sent to members or creditors of a company, there shall be sent also a
statement explaining the effect of the arrangement or amalgamation and in particular slat
ing the material interests of the directors of the company, whether as directors or mem
bers or creditors of the company or otherwise, and the effect on those interests of the ar
rangement or amalgamation in so far as it is different from the effect on the like interests
of other persons.
the effect on those interests of the ar
rangement or amalgamation in so far as it is different from the effect on the like interests
of other persons.
(2) In a notice of the resolution which is given by advertisement, there shall be in
cluded the statement referred to in subsection (1) or a notification of the place at which
and the manner in which members or creditors to whom the notice is addressed may ob
tain copies of statement; and the member or creditor shall, on making application in the
manner indicated in the notice, be furnished by the company, free of charge, with a copy
of the statement. (3) Where the arrangement or amalgamation affects the rights of debenture holders of
the company, the statement shall give the like explanation as respects the trustees of a deed
for securing the debentures as it is required to give as respects the company’s directors. (4) Where a company defaults in complying with a requirement of this section, the
company and an officer of the company who is in default is liable to a fine not exceeding
[seven hundred and fifty penally units]; and for the purposes of this subsection a liquida
tor of the company or a trustee of a deed securing debentures of the company is an officer
of the company.
r the purposes of this subsection a liquida
tor of the company or a trustee of a deed securing debentures of the company is an officer
of the company.
(5) For the purposes of subsection (4),
(a) a person is not liable under that subsection if that person shows that the
default was due to the refusal of any other person to supply the necessary
particulars as to those material interests;
(b) that subsection does not derogate from the power of the Court under sec
tion 217 or 218 to declare ineffective a special resolution passed pursuant
lo section 230. (6) A director of the company and of a trustee for debenture holders of the company
shall give notice to the company of the matters relating to that director or trustee as may
be necessary for the purposes of this section, and a director or trustee who defaults in
complying with this subsection is liable to a fine not exceeding [one hundred and fifty
penally units]. 111-479 [Issue 1]
r or trustee who defaults in
complying with this subsection is liable to a fine not exceeding [one hundred and fifty
penally units]. 111-479 [Issue 1]
ACT 179
Companies Act, 1963
234. Power to acquire shares of minority on acquisition of subsidiary company
(1) Where a body corporate, whether a company within the meaning of this Act or
not, in this section referred to as the transferee company, has made an offer to the holders
of shares in a company, in this section referred to as the transferor company, then, pro
vided that the conditions specified in subsection (2) are duly fulfilled, the transferee com
pany may compulsorily acquire the shares in the transferor company in the manner speci
fied in this section.
2) are duly fulfilled, the transferee com
pany may compulsorily acquire the shares in the transferor company in the manner speci
fied in this section.
(2) This section shall apply if,
(a) the offer by the transferee company is made to the holders of the whole of
the shares in the transferor company, other than those already held by the
transferee companies or any of its associated companies or by nominees for
the transferee company or any of its associated companies;
(b) the consideration for the acquisition is
(i) the allotment of shares in the transferee company, or
(ii) the allotment of shares in the transferee company or, at the option of
the holders, a payment of cash;
(c) the same terms are offered to the holders of the shares to whom the offer is
made or, where there are different classes of shares, to the holders of shares
of the same class;
(d) within four months after the making of the offer, it has been accepted in
respect of not less than nine-tenths of the whole of the shares and of not
less than nine-tenths of the shares of each class, other than shares already
held by the transferee company or any of its associated companies or by
nominees of the transferee company or any of its associated companies and
the holders of those shares are not less than three-fourths in number of the
holders of those shares and of each class of those shares.
companies and
the holders of those shares are not less than three-fourths in number of the
holders of those shares and of each class of those shares.
(3) Where the conditions specified in subsection (2) are fulfilled, the transferee com
pany may, within two months after the conditions are fulfilled, give notice in the pre
scribed form to a shareholder who has not accepted the offer in respect of the shares of
that shareholder that it desires to acquire those shares and when the notice is given the
transferee company is entitled and bound, unless on an application made by the share
holder in accordance with subsection (4) the Court thinks fit to order otherwise, to ac
quire those shares on the terms of the offer. (4) At any time within a period of two months from the service of the notice referred
to in subsection (3), a shareholder to whom notice has been given in accordance with
subsection (3), may apply to the Court; and the Court may order that the transferee com
pany shall not be entitled to acquire the share of that holder or that the transferee com
pany shall be bound to acquire those shares on any other terms that the Court may order.
o acquire the share of that holder or that the transferee com
pany shall be bound to acquire those shares on any other terms that the Court may order.
(5) On an application to the Court under subsection (4) the Court, before making an
order may refer the matter to the Registrar who shall appoint one or more competent re
porters to investigate the fairness of the offer and to report on the fairness to the Court. [Issue 1] III -480
shall appoint one or more competent re
porters to investigate the fairness of the offer and to report on the fairness to the Court. [Issue 1] III -480
ACT 179
Companies Act, 1963
(6) The remuneration of the reporters shall be fixed by the Registrar and it and the
proper expenses of the investigation shall be borne by the transferee company or by the
applicant or both as the Court shall order. (7) Where the Court makes an order under subsection (4), that the transferee com
pany shall be bound to acquire the shares concerned on terms different from those of the
original offer then, unless the Court otherwise orders, the transferee company shall give
notice in the prescribed form, of the amended terms, to the other holders of shares of the
same class and to the former holders of shares of the same class who accepted the origi
nal offer. (8) At any lime within two months of the giving of the notice,
(a) a shareholder is entitled to require the transferee company to acquire the
shares on the same terms as those ordered by the Court, and
(b) a former holder is entitled to require the transferee company to pay or
transfer to that former holder an additional consideration to which the for
mer holder would have been entitled had the shares been acquired on the
terms ordered by the Court.
older an additional consideration to which the for
mer holder would have been entitled had the shares been acquired on the
terms ordered by the Court.
(9) Where notice is given by the transferee company under subsection (3) and the
Court has not, on an application by the shareholder under subsection (4), ordered to the
contrary, the transferee company shall,
(a) on the expiration of two months from the date on which notice is given, or
(b) if an application by the shareholder under subsection (4) is then pending,
after that application has been disposed of,
transmit a copy of the notice to the transferor company together with an instrument of
transfer executed on behalf of the shareholder by a person appointed by the transferee
company and on its own behalf by the transferee company, and transfer to the transferor
company the shares, or if the shareholder has exercised the cash option pay to the trans
feror company the cash, representing the consideration payable by the transferee com
pany for the shares which by virtue of this section the transferee company is entitled to
acquire, and the transferor company shall then register the transferee company as the
holder of those shares.
on the transferee company is entitled to
acquire, and the transferor company shall then register the transferee company as the
holder of those shares.
(10) The sums of money received by the transferor company under subsection (9)
shall be paid into a separate bank account and the sums and the shares so received shall
be held by the transferor company on trust for the several persons entitled to the shares in
respect of which the sums and shares were received. 235. Rights of minority on acquisition of subsidiary company
(1) Where, as a result of an offer to the shareholders of a company or any of them,
shares in that company are transferred to another body corporate, whether a company
within the meaning of this Act or not, in this section called the transferee company, or its
nominee and those shares, together with any other shares in the first mentioned company
held by, or by a nominee for, the transferee company, or by a nominee for, any of its as
sociated companies at the date of the transfer, comprise or include three-fourths of the
shares in the first named company or any class of those shares, then,
(a) the transferee company shall within one month from the date of the transfer,
unless on a previous transfer it has already complied with this requirement. ill-481 (Issue 1 ]
shall within one month from the date of the transfer,
unless on a previous transfer it has already complied with this requirement. ill-481 (Issue 1 ]
ACT 179
Companies Act, 1963
give notice of that fact in the prescribed form to the holders of the remain
ing shares or of the remaining shares of the class; and
(b) any of those holders may within three months from the giving of the notice
to the holder require the transferee company to acquire all or any of the
shares of that holder. (2) Where a shareholder under subsection (1) requires the transferee company to ac
quire any shares, the transferee company is entitled and bound to acquire those shares on
the terms of the offer or on any other terms that may be agreed or as the Court, on the
application of the transferee company or the shareholder, thinks fit to order. (3) On an application to the Court under subsection (2), the Court, may refer the mat
ter to the Registrar who shall appoint one or more competent reporters to investigate the
fairness of the offer and in that event subsections (5) and (6) of section 234 shall apply. PARTT
Receivers and Managers
236.
rters to investigate the
fairness of the offer and in that event subsections (5) and (6) of section 234 shall apply. PARTT
Receivers and Managers
236.
Disqualification for appointment as receiver
(1) The following persons are not competent to be appointed or to act as receivers or
managers of a property or an undertaking of a company:
(a) an infant;
(b) a person found by a court of competent jurisdiction to be a person of un
sound 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 receiver or manager
of the property or undertaking of the company concerned has been given by
the Court in accordance with that section;
(e) an undischarged bankrupt, unless that bankrupt has been granted leave to
act as receiver or manager of the property or undertaking of the company
concerned by the Court by which that person was adjudged bankrupt. (2) A director or auditor of a company is not qualified for appointment as a receiver
or manager of a property or an undertaking of that company.
upt. (2) A director or auditor of a company is not qualified for appointment as a receiver
or manager of a property or an undertaking of that company.
(3) An appointment made in contravention of this section is void; and if any of the
persons named in subsection (2) of this section or in paragraphs (a), (c), (d) or (e) of sub
section (1) of this section acts as a receiver or manager that person is liable to a fine not
exceeding [seven hundred and fifty penalty units] or, in the case of an individual, to a
term of imprisonment not exceeding six months or to a fine not exceeding seven hundred
and fifty penalty units, or to both the imprisonment and the fine. 237. Power to appoint Official Trustee
Where an application is made to the Court to appoint a receiver or manager on behalf
of secured creditors or debenture holders of a company which is being wound up under
the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180), the Official Trustee
may be appointed. [Issue I] 111-482
ich is being wound up under
the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180), the Official Trustee
may be appointed. [Issue I] 111-482
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Companies Act, 1963
238. Powers of receivers and managers
(1) A person appointed receiver of a properly of a company shall, subject to the rights
of any prior encumbrances, take possession of and protect the property, receive the rents
and profits and discharge the outgoings in respect of the property and realise the security
of those on whose behalf that person is appointed; but unless also appointed manager that
person shall not carry on any business or undertaking. (2) A person appointed manager of the whole or a part of the undertaking of a com
pany shall manage the undertaking with a view to the beneficial realisation of the security
of those on whose behalf the appointment is made. (3) From the date of appointment of a receiver or manager the powers of the directors
or liquidators in a members’ voluntary liquidation to deal with the properly or undertak
ing over which the receiver or manager is appointed shall cease unless the receiver or
manager is discharged.
on to deal with the properly or undertak
ing over which the receiver or manager is appointed shall cease unless the receiver or
manager is discharged.
(4) If, on the appointment of a receiver or manager, the company is being wound up
under the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180) or the property
concerned is in the hands of any other officer of the Court, the liquidator or officer is not
bound to relinquish control of the property to the receiver or manager except under an
order of the Court. 239. Receivers and managers appointed by Court
A receiver or manager of a properly or an undertaking of a company appointed by the
Court shall be deemed to be an officer of the Court and not of the company and shall act
in accordance with the directions and instructions of the Court. 240.
all be deemed to be an officer of the Court and not of the company and shall act
in accordance with the directions and instructions of the Court. 240.
Receivers and managers appointed out of Court
(1) A receiver or manager of a property or an undertaking of a company appointed
out of Court under a power contained in an instrument shall, subject to section 241, be
deemed to be an agent of the person or persons on whose behalf the appointment is made;
and if appointed manager of the whole or a part of the undertaking of a company the re
ceiver or manager shall also be deemed to be an officer of the company and to stand in a
fiduciary relationship to it, and section 203 shall apply to a manager as if the manager
were a director of the company. (2) In the exercise of the powers conferred under subsection (1) the receiver or man
ager may, pursuant to subsection (3) of section 203, give special, but not exclusive, con
sideration to the interests of those on whose behalf the appointment is made. (3) The receiver or manager may apply to the Court for directions in relation to a
matter arising in connection with the performance of functions under this section; and on
that application the Court may give appropriate directions, or make an appropriate order
declaring the rights of persons before the Court or otherwise.
hat application the Court may give appropriate directions, or make an appropriate order
declaring the rights of persons before the Court or otherwise.
(4) The Court may, on the application of the company or a liquidator of the company,
by order fix the amount to be paid by way of remuneration to the receiver or manager;
and may on an application made by the company or liquidator or by the receiver or man
ager, vary or amend the order. ill-483 (Issue 1]
ver or manager;
and may on an application made by the company or liquidator or by the receiver or man
ager, vary or amend the order. ill-483 (Issue 1]
ACT 179
Companies Act, 1963
(5) The power of the Court under subsection (4) shall, where a previous order has not
been made with respect to that power under that subsection,
(a) extend to fixing the remuneration for a period before the making of the
order or the application for the order;
(b) be exercisable although the receiver or manager has died or ceased to act
before the making of the order or the application for the order; and
(c) where the receiver or manager has been paid or has retained for the remu
neration payable to the receiver or manager for a period before the making
of the order an amount in excess of that so fixed for that period, extend to
requiring the receiver or manager or the personal representative of the re
ceiver or manager to account for the excess or that part of the excess that
may be specified in the order. (6) The power conferred by paragraph (c) shall not be exercised as respects a period
before the making of the application for the order unless, in the opinion of the Court,
there are special circumstances making it proper for the power to be so exercised. 241.
application for the order unless, in the opinion of the Court,
there are special circumstances making it proper for the power to be so exercised. 241.
Liabilities of receivers and managers on contracts
(1) A receiver or manager of a property or an undertaking of a company is personally
liable on a contract entered into by the receiver or manager except in so far as the con
tract otherwise expressly provides. (2) As regards contracts entered into by the receiver or manager in the proper per
formance of the functions of office, the receiver or manager is entitled, subject to the
rights of any prior encumbrances, to an indemnity in respect of liability on those con
tracts out of the property over which the appointment was made to act as receiver or
manager. (3) A receiver or manager appointed out of Court under a power contained in an in
strument is also entitled, as regards contracts entered into by the receiver or manager with
the express or implied authority of those making the appointment, to an indemnity in re
spect of liability on those contracts from those making the appointment to the extent to
which the receiver or manager is unable to recover in accordance with subsection (2). 242.
ontracts from those making the appointment to the extent to
which the receiver or manager is unable to recover in accordance with subsection (2). 242.
Notification that receiver or manager has been appointed
(I) Where a receiver or manager of a property or an undertaking of a company is
appointed, notice shall be given to the Registrar in accordance with section 116 and any
invoice, order or business letter issued by or on behalf of the company or the receiver or
manager or the liquidator of the company, being a document on or in which the name of the
company appears, shall contain a statement that a receiver or manager has been appointed. (2) ifdefault is made in complying with the requirements of subsection (1) relating to
invoices, orders or business letters the company and the officer, liquidator, receiver or
manager of the company who is in default is liable to a fine not exceeding [one hundred
penalty units]. [Issue 1] III-484
cer, liquidator, receiver or
manager of the company who is in default is liable to a fine not exceeding [one hundred
penalty units]. [Issue 1] III-484
ACT 179
Companies Act, 1963
243. Accounts where manager appointed to enforce a floating charge
(1) Where a manager is appointed of the whole or substantially the whole of the un
dertaking of a company on behalf of the holders of debentures secured by a floating
charge, section 19 of the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180)
shall apply as regards the submission of a statement of affairs and of periodical accounts
by the manager as if the company had been ordered to be wound up under that Act and as
if the manager had been appointed liquidator. (2) A person who defaults in complying with the requirements of subsection (1) is li
able to a fine not exceeding [twenty-five penally units] for every day during which the
defaults continues. 244.
requirements of subsection (1) is li
able to a fine not exceeding [twenty-five penally units] for every day during which the
defaults continues. 244.
Delivery to Registrar of accounts of receivers
(1) Except where section 243 applies, a receiver or manager of a property of a com
pany shall,
(a) within one month, or a longer period that the Registrar may allow, after the
expiration of the period of twelve months from the date of the appointment
and of every subsequent period of twelve months until the receiver or man
ager ceases to act, deliver to the Registrar for registration an abstract in the
prescribed form showing receipts and payments of the receiver or manager
during that period of twelve months;
(b) within one month, or a longer period that the Registrar may allow, after the
receiver or manager ceases to act as receiver or manager deliver to the Reg
istrar for registration an abstract in the prescribed form showing receipts
and payments of the receiver or manager during the period from the end of
the twelve months to which the last abstract relates, and the aggregate of
those receipts and payments during the whole period of the appointment.
of
the twelve months to which the last abstract relates, and the aggregate of
those receipts and payments during the whole period of the appointment.
(2) A receiver or manager who defaults in complying with the requirements of sub
section (1) is liable to a fine not exceeding [twenty-five penalty units] for every day dur
ing which the default continues. 245.
requirements of sub
section (1) is liable to a fine not exceeding [twenty-five penalty units] for every day dur
ing which the default continues. 245.
Enforcement of receivers’ duties
(I) Where a receiver or manager of a property or an undertaking of a company,
(a) having defaulted in filing, delivering or making a return, an account, or any
other document or in giving a notice which the receiver or manager is by a
provision of this Act required to file, deliver, make, or give, fails to make
good the default within twenty-eight days after the service on the receiver
or manager of a notice requiring the receiver or manager to make good the
default, or
(b) having been appointed out of Court under the powers contained in an in
strument, has, after being required at any time by the liquidator of the com
pany so to do, failed to render proper accounts of the receipts and payments
of the receiver or manager and to vouch the same and to pay over to the
liquidator the amount properly payable to the receiver or manager,
the Court may, on an application made for the purpose, make an order directing the re
ceiver or manager to make good the default within the period specified in the order and
111-485 [ issue 1]
the purpose, make an order directing the re
ceiver or manager to make good the default within the period specified in the order and
111-485 [ issue 1]
ACT 179
Companies Act, 1963
may provide that the costs of and incidental to the application shall be borne by the re
ceiver or manager. (2) An application for the purposes of subsection (1) may, in the case of a default
mentioned in paragraph (a) of that subsection, be made by the company or a member,
creditor or liquidator of the company or by the Registrar, and in the case of a default
mentioned in paragraph (b) of that subsection, be made by the liquidator. PART U
Winding Up
246. Modes of winding up
(1) The winding up of a company may be
(a) by an official liquidation in accordance with the Bodies Corporate (Official
Liquidations) Act, 1963 (Act 180), or
(b) by a private liquidation in accordance with this Part. (2) The company shall, from the commencement of the winding up cease to carry on
its business except so far as may be required for the beneficial winding up of the com
pany but the corporate state and corporate powers of the company shall continue until it
is dissolved.
quired for the beneficial winding up of the com
pany but the corporate state and corporate powers of the company shall continue until it
is dissolved.
(3) Where a company is being wound up by way of a private liquidation, any invoice,
order or business letter issued by or on behalf of the company or a liquidator of the com
pany or a receiver or manager of a property of the company, being a document in or on
which the name of the company appears, shall contain a statement that the company is
being wound up under this Part. (4) If default is made in complying with subsection (3), the company and an officer
of the company and a liquidator, receiver or manager who is in default is liable to a fine
not exceeding [one hundred penalty units]. 247.
an officer
of the company and a liquidator, receiver or manager who is in default is liable to a fine
not exceeding [one hundred penalty units]. 247.
Declaration of solvency
(1) Where it is proposed to wind up a company by way of a private liquidation, the
directors of the company or, in the case of a company having more than two directors, the
majority of the directors shall, at a meeting of the directors, make an affidavit to the ef
fect that they have made a full enquiry into the affairs of the company, and that, having
done so, they have formed the opinion that the company will be able to pay its debts and
liabilities in full within a period not exceeding twelve months from the commencement of
the winding up that may be specified in the affidavit. (2) An affidavit made under subsection (1) shall not have effect for the purposes of
this Act unless,
(a) it is made within five weeks immediately preceding the date of the passing
of the resolution for the winding up of the company by way of private liq
uidation and is delivered to the Registrar for registration on or before that
date, and
(b) it embodies a statement of the company’s assets and liabilities at the latest
practicable date before the making of the affidavit. [Issue 1] III - 486
it embodies a statement of the company’s assets and liabilities at the latest
practicable date before the making of the affidavit. [Issue 1] III - 486
ACT 179
Companies Act, 1963
(3) A director of a company who makes an affidavit under this section without hav
ing reasonable grounds for the opinion that the company will be able to pay its debts and
liabilities in full within the period specified in the affidavit, is liable to a term of impris
onment not exceeding one year or to a fine not exceeding seven hundred and fifty penalty
units or to both the imprisonment and the fine. (4) Where the company is wound up in pursuance of the resolution for the winding up
of the company by way of private liquidation passed within the period of five weeks after
the making of the affidavit, but its debts and liabilities are not paid or provided for in full
within the period stated in the affidavit, it shall be presumed, until the contrary is shown,
that the director did not have reasonable ground for the opinion stated in the affidavit. 248.
vit, it shall be presumed, until the contrary is shown,
that the director did not have reasonable ground for the opinion stated in the affidavit. 248.
Procedure on resolution for liquidation
(1) A company may be wound up by way of private liquidation if,
(a) the company resolves by special resolution that it shall be wound up by
way of private liquidation, and
(b) prior to the date of the resolution an affidavit declaring that the company is
solvent is made in accordance with section 247. (2) The private liquidation commences at the time of the passing of the resolution. (3) Where a company passes a resolution for a private liquidation it shall, within
fourteen days after the passing of the resolution, send to the Registrar a copy of the reso
lution and the Registrar shall publish the resolution in the Gazette. 249. Statement and accounts of final financial year
(1) For the purposes of sections 123 to 136 the final financial year of a company in
liquidation under this Part ends immediately prior to the dale of the commencement of
the winding up, and, subject to subsection (2), the provisions of those sections shall con
tinue to apply to the preparation, auditing and despatch of the statements, accounts and
report referred to in those sections.
hose sections shall con
tinue to apply to the preparation, auditing and despatch of the statements, accounts and
report referred to in those sections.
(2) For the purposes of subsection (1),
(a) a copy of the documents referred to in section 124 shall be sent to the liq
uidator appointed in accordance with section 250 as well as to every mem
ber and debenture holder of the company in accordance with section 124;
(b) a copy of those documents shall be sent to the persons referred to in para
graph (a) within three months after the date of commencement of the wind
ing up. 250. Resolution for appointment and removal of liquidator
(1) The resolution for the private liquidation of a company shall include the appoint
ment as liquidator of a person named in the resolution and the resolution is not valid for
the purposes of this Part unless the person named has previously consented in writing to
the appointment. Ill-487 [Issue 1]
esolution is not valid for
the purposes of this Part unless the person named has previously consented in writing to
the appointment. Ill-487 [Issue 1]
ACT 179
Companies Act, 1963
(2) Where a vacancy occurs by death, resignation or otherwise in the office of liqui
dator, the company in general meeting may fill the vacancy and for that purpose a general
meeting may be convened by a member or if there were more liquidators than one, by the
continuing liquidators. (3) The Court may, on the application of a member of the company or of the Regis
trar, remove a liquidator and appoint another in the place of the removed liquidator or
appoint a liquidator if, from a sufficient cause, a liquidator is not acting. (4) The company or the Court, shall give notice to the Registrar of the removal or ap
pointment of a liquidator, and the Registrar shall register the notice and publish it in the
Gazette. 251. Remuneration of liquidator
For the purposes of a private liquidation the company shall, in general meeting, fix
the remuneration to be paid to a liquidator appointed for the purpose of liquidation; and
where the appointment of a liquidator is made by the Court the remuneration of the liqui
dator shall be fixed by the Court. 252.
e of liquidation; and
where the appointment of a liquidator is made by the Court the remuneration of the liqui
dator shall be fixed by the Court. 252.
Disqualification of liquidator
(1) The following persons are not competent to be appointed or to act as liquidators
of a company under this Act, namely,
(a) an infant;
(b) a person found by a court of competent jurisdiction to be a person of an
unsound mind;
(c) a body corporate;
(d) a person convicted on indictment, whether in the Republic or elsewhere, of
an offence involving fraud or dishonesty or of an offence in connection
with the promotion, formation or management of a body corporate;
(e) an undischarged bankrupt or any other person subject to insolvency pro
ceedings under the Insolvency Act, 1962 (Act 153). (2) A director of a company is not qualified for appointment as a liquidator of that
company. (3) Subject to subsection (4), an auditor of a company may be appointed as liquidator
of that company. (4) An auditor of a company shall not be appointed as liquidator in a private liquida
tion unless on the appointment, a special resolution is duly passed dispensing with the
auditing of the accounts of that auditor, and that auditor, or another auditor if more than
one, is duly qualified under section 296 for appointment as auditor of a public company.
at auditor, and that auditor, or another auditor if more than
one, is duly qualified under section 296 for appointment as auditor of a public company.
(5) An appointment made in contravention of this section is void. (6) If any of the persons named in paragraph (a), (c), (d), or (e) of subsection (1) or in
subsection (2) acts as liquidator of a company, that person is liable to a fine not exceed
ing [seven hundred and fifty penalty units] or in the case of an individual to a term of
imprisonment not exceeding five years or to a fine not exceeding seven hundred and fifty
penalty units or to both the imprisonment and the fine. [Issue 1] III-488
not exceeding five years or to a fine not exceeding seven hundred and fifty
penalty units or to both the imprisonment and the fine. [Issue 1] III-488
ACT 179
Companies Act, 1963
253. Status of liquidator
A liquidator appointed for the purposes of a private liquidation stands in a fiduciary
relationship to the company as if that liquidator were a director of the company and ac
cordingly sections 203 to 216 shall, with the necessary changes, apply. 254. Cessation of directors’ powers
On the appointment of a liquidator for the purposes of a private liquidation, the pow
ers of the board of directors shall vest in the liquidator and the powers and authority of
every director shall cease, except in so far as
(a) the company in general meeting or the liquidator sanctions their continu
ance, or
(b) is necessary to enable the directors to prepare statements and accounts of
the company. 255. Powers of liquidator
(1) A liquidator in a private liquidation may exercise the power of the liquidator in an
official winding up under the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180). (2) Where several liquidators are appointed, a power given by this Act may be exer
cised by any one or more of them as may be determined at the time of their appointment,
or, in default of that determination, by a number not less than two.
by any one or more of them as may be determined at the time of their appointment,
or, in default of that determination, by a number not less than two.
(3) The Court shall have the same powers in relation to the liquidator in a private liq
uidation as are by the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180) con
ferred on it in relation to official liquidations; and the liquidator may apply to the Court
for directions in relation to a matter arising in connection with the performance of the
functions of office or to exercise all or any of the powers which the Court might exercise
if the company were being wound up under that Act and, on that application, the Court
may give the directions or make an order that the Court thinks just. 256. Books and accounts during private liquidation
(1) The liquidator in a private liquidation shall keep proper records and books of ac
count with respect to the acts and dealings of the liquidator and of the conduct of the
winding up and of the receipts and payments by the liquidator and, so long as the liquida
tor carries on the business of the company, shall keep a distinct account of the trading.
s and payments by the liquidator and, so long as the liquida
tor carries on the business of the company, shall keep a distinct account of the trading.
(2) In the event of the winding up continuing for more than a year the liquidator
(a) shall summon a general meeting of the company at the end of the first year
from the commencement of the winding up and of each succeeding year, or
at the first convenient dale within three months of the end of the year or a
longer period that the Registrar may allow, and
(b) shall lay before the meeting an account of acts and dealings of the liquidator
and of the conduct of the winding up during the preceding year and of the
trading during the time that the business of the company has been carried on,
and within twenty-eight days thereafter shall send a copy of the accounts to
the Registrar for registration. Ill-489 [Issue 1]
ny has been carried on,
and within twenty-eight days thereafter shall send a copy of the accounts to
the Registrar for registration. Ill-489 [Issue 1]
ACT 179
Companies Act, 1963
(3) When the affairs of the company are fully wound up, the liquidator
(a) shall prepare and send to every member of the company final accounts of
the winding up showing how the winding up has been conducted, the result
of the trading during the time that the business of the company has been
carried on, and how the property of the company has been disposed of, and
(b) shall convene a general meeting of the company for the purpose of laying
before it the accounts and of giving an explanation of the accounts. (4) Within twenty-eight days after the meeting referred to in subsection (3), the liqui
dator shall send to the Registrar for registration copies of the accounts laid before the
meeting and a statement of the holding of the meeting and of its date. (5) Where a quorum was not present at the meeting the liquidator shall in lieu of the
statement mentioned, send a statement that the meeting was duly convened and that a
quorum was not present at the meeting.
idator shall in lieu of the
statement mentioned, send a statement that the meeting was duly convened and that a
quorum was not present at the meeting.
(6) The records, books and accounts referred to in this section shall be in the form
that the Registrar may prescribe and shall give a true and fair view of the matters re
corded in them and of the administration of the company’s affairs and of the winding up. (7) The accounts referred to in subsections (2) and (3) shall be audited by the auditors
of the company prior to being laid before the company in general meeting in accordance
with those subsections and the auditors shall state in a report annexed to the accounts
whether, in their opinion and to the best of their information,
(a) they have obtained the information and explanations necessary for the pur
pose of their audit;
(b) proper books and records have been maintained by the liquidator in accor
dance with this Act; and
(c) the accounts are in accordance with the books and records and give the
information required by this Act in the manner required by this Act and
give a true and fair view of the matters stated in the accounts.
and give the
information required by this Act in the manner required by this Act and
give a true and fair view of the matters stated in the accounts.
(8) For the purposes of this section, the audit and auditors’ report shall not be re
quired if,
(a) the liquidator, or one of the liquidators if more than one, is duly qualified
under section 296 for appointment as auditor of a public company, and
(b) on or after the appointment as liquidator, the company resolved by special
resolution that the accounts should not be required to be audited in accor
dance with subsection (7). (9) Meetings required to be convened under this section shall be convened and held,
so far as may be, in accordance with the provisions of this Act and the Regulations of the
company relating to general meetings. (10) The liquidator shall preserve the books and papers of the company and of the
liquidator for a period of five years from the dissolution of the company, but thereafter
may destroy those books and papers unless the Registrar otherwise directs, in which
event the liquidator shall not destroy them until the Registrar consents in writing. (11) A liquidator who fails to comply with a provision of this section is liable to a
fine not exceeding [two hundred and fifty penalty units] for each default. [Issue 1] III - 490
comply with a provision of this section is liable to a
fine not exceeding [two hundred and fifty penalty units] for each default. [Issue 1] III - 490
ACT 179
Companies Act, 1963
257. Liquidation account
(1) The liquidator shall open a private liquidation account, with a bank nominated by
the company in general meeting for the purposes of the private liquidation. (2) The receipts and payments by or on behalf of the liquidator in respect of the com
pany shall be credited or debited to the private liquidation account. (3) If, on the application of the company or any other person interested in the liquida
tion proceedings, it appears to the Court before the termination of the liquidation, that
assets have been lost to the estate by reason of a default by the liquidator, the Court may
order that the private liquidation account be credited with the sum of money that appears
to the Court to be just. 258. Duty of liquidator in case of insolvency
(I) If in a private liquidation the liquidator is at any time of the opinion that the com
pany may not be able to pay its debts in full within the period stated in the affidavit made
under section 247 the liquidator shall forthwith give notice of that fact to the Registrar,
together with a statement of the company’s liabilities and assets.
ction 247 the liquidator shall forthwith give notice of that fact to the Registrar,
together with a statement of the company’s liabilities and assets.
(2) The notice and statement shall be in the prescribed form. (3) The Registrar, whether or not the Registrar makes an order under section 5 of the
Bodies Corporate (Official Liquidations) Act, 1963 (Act 180) shall register both the no
tice and the statement and publish a copy of the notice in the Gazette. (4) Where the liquidator fails to comply with this section the liquidator is liable to a
fine not exceeding [seven hundred and fifty penalty units]. 259. Stay of proceedings
(1) At any time during the course of a private liquidation and prior to the dissolution
of the company, the company in general meeting may, by special resolution, resolve that,
subject to the confirmation of the Court, the liquidation proceedings shall be stayed. (2) After the passing of the special resolution, application may be made to the Court
by the liquidator or a member of the company; and the Court may, and subject to terms
and conditions that the Court thinks fit, order that the liquidation be stayed, that the liqui
dator be discharged and that the directors be permitted to resume the management of the
company.
order that the liquidation be stayed, that the liqui
dator be discharged and that the directors be permitted to resume the management of the
company.
(3) At least twenty-eight days before the hearing of the application to the Court under
subsection (2), written notice of the application shall be given by the applicant to the Regis
trar, to the directors of the company and to a liquidator of the company, and if the notice is
not given, the applicant, and the Registrar shall publish the notices in the Gazette. (4) The Registrar and a director, liquidator, member or creditor of the company is
each entitled to appear on the hearing of the application and to call witnesses and give
evidence. (5) If an order confirming the resolution is made by the Court, the company shall
send an official copy of the order to the Registrar and the Registrar shall register the order
and publish a copy in the Gazette, and on that publication, the liquidation shall be
deemed to have ceased and the company shall continue to be a going concern subject
however, to the terms or conditions of the order. Ill - 491 [Issue t]
emed to have ceased and the company shall continue to be a going concern subject
however, to the terms or conditions of the order. Ill - 491 [Issue t]
ACT 179
Companies Act, 1963
260. Dissolution of companies
(1) Where the Registrar is satisfied that the winding up of the company is complete,
the Registrar shall strike the name of the company off the register and notify the fact of
the strike off in the Gazette and the company is dissolved as at the date of the publication
of the notification in the Gazette. (2) Where a company is dissolved, the Court may, at any time within two years after
the date of the dissolution, on an application made for the purpose by the Registrar or by
the liquidator of the company or by a former officer, member, or creditor of the company
or a person claiming through or under any of them, make an order, on the appropriate
terms, declaring the dissolution void and ordering the name of the company to be restored
to the register.
of them, make an order, on the appropriate
terms, declaring the dissolution void and ordering the name of the company to be restored
to the register.
(3) An office copy of an order made under subsection (2) shall be delivered to the
Registrar for registration and the Registrar shall publish the order in the Gazette and the
name of the company shall be restored to the register and the company shall be deemed to
have continued in existence as if it had not been dissolved except that for the purposes of
a period of limitation the period between dissolution and restoration shall not be counted. (4) The Court may by the order give the directions and make the provisions that seem
just for placing the company and any other person in the same position as nearly as may
be as if the name of the company had never been struck off. 261. Dissolution without full winding up
(1) Where the Registrar, by reference to personal knowledge, or on information sup
plied by any officer, member or creditor of a company has reasonable cause to believe
that the company is not carrying on business or in operation, the Registrar may send to
the company by registered post a letter enquiring whether the company is carrying on
business or is in operation.
operation, the Registrar may send to
the company by registered post a letter enquiring whether the company is carrying on
business or is in operation.
(2) If the Registrar does not within two months of sending the letter receive an an
swer to that letter, the Registrar may send to the company by registered post a second
letter, referring to the first letter and stating that an answer has not been received by the
Registrar, and that if an answer is not received to the second letter within two months
from the date of the second letter, a notice will be published in the Gazette with a view to
striking the name of the company off the register. (3) If the Registrar receives an answer from the company to the effect that it is not
carrying on business or in operation, or does not within the specified time after sending
the second letter receive an answer to the second letter, the Registrar may publish in the
Gazette and send to the company by registered post a notice that at the expiration of three
months from the date of that notice the name of the company shall, unless cause is shown
to the contrary, be struck off the register and the company shall stand dissolved.
of that notice the name of the company shall, unless cause is shown
to the contrary, be struck off the register and the company shall stand dissolved.
(4) Where a company is being wound up and the Registrar has reasonable cause to
believe that a liquidator is not acting but is not satisfied that the winding up is complete,
the Registrar may publish in the Gazette and send to the company and to the last known
place of business of the person last known to have acted as liquidator, a notice as is pro
vided in subsection (3). [Issue 1] HI-492
to the last known
place of business of the person last known to have acted as liquidator, a notice as is pro
vided in subsection (3). [Issue 1] HI-492
ACT 179
Companies Act, 1963
(5) At or after the expiration of the time mentioned in the notice the Registrar shall,
unless cause is shown, strike the name of the company off the register and shall publish
the notice of that fact in the Gazette and on that publication in the Gazette the company
shall stand dissolved. (6) For the purposes of subsection (5), the liability of every director or other officer
and member of the company shall continue and may be enforced as if the company had
not been dissolved; but the subsection does not affect the power of the Court to order the
winding up of the company.
e enforced as if the company had
not been dissolved; but the subsection does not affect the power of the Court to order the
winding up of the company.
(7) When the name of a company is struck off the register under this section, at any
time within twenty years after the publication in the Gazette in accordance with subsec
tion (5), the Court may, on application being made for this purpose by a liquidator or by
any former officer, member or creditor of the company or by a person claiming through
or under any of them, make an order on the appropriate terms, declaring the dissolution
void and ordering the name of the company to be restored to the register and subsec
tion (3) of section 260 shall apply as if the order was one made under section 260. (8) A notice or letter to be sent under this section to a company may be addressed to
the company at its registered office or, if an office has not been registered, to its last
known place of business, or to the care of an officer of the company or, if there is no offi
cer of the company whose name and address are known to the Registrar, may be sent to
the person or each of the persons who subscribed the Regulations of the company ad
dressed to that person at the address mentioned in the subscription to the Regulations. PARTV
Documents
262.
scribed the Regulations of the company ad
dressed to that person at the address mentioned in the subscription to the Regulations. PARTV
Documents
262.
Service of documents by company
(1) A document may be served by a company on a member, debenture holder, or direc
tor of the company personally or by sending it through the post in a prepaid letter addressed
to that person at the address on the register of members, debenture holder, or directors, or if
there is no registered address, at the address supplied by that person to the company for the
giving of notices or by leaving it for that person with a person apparently over the age of
sixteen years at that address. (2) A document may be served by a company on the joint holders of a share or de
benture of the company by serving it on the joint holder named first in the register of
members or debenture holders in respect of the share or debenture.
ure of the company by serving it on the joint holder named first in the register of
members or debenture holders in respect of the share or debenture.
(3) A document may be served by a company on the person on whom the ownership
of a share or debenture has devolved by reason of that person being a legal personal rep
resentative, receiver or trustee in bankruptcy of a member or debenture holder personally
or by sending it through the post in a prepaid letter addressed to that person by name, or
by the title of representative of the deceased, 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 serving the document in a manner in which the docu
ment might have been served if the death, receivership or bankruptcy had not occurred. Ill - 493 (Issue 1]
the document in a manner in which the docu
ment might have been served if the death, receivership or bankruptcy had not occurred. Ill - 493 (Issue 1]
ACT 179
Companies Act, 1963
(4) Where a document is sent by post, service shall be deemed to be effected by prop
erly addressing, pre-paying and posting a letter containing the document and to have been
effected at the expiration of forty-eight hours after the letter containing the document is
posted. (5) The letter need not be dispatched by registered post but where it is sent to an ad
dress outside the Republic it shall be despatched by air-mail. 263. Service of documents on company
(1) A document may be served on a company by leaving it at, or sending it by post
to, the registered office of the company, or the latest office registered by the Registrar as
the registered address of the company. (2) A document to be served by post on a company shall be posted in the time that
admits of its being delivered in due course of delivery within the time prescribed for the
service of the document; and in proving service it shall be sufficient to prove that a letter
containing the document was properly addressed, prepaid and posted, whether or not by
registered post.
e it shall be sufficient to prove that a letter
containing the document was properly addressed, prepaid and posted, whether or not by
registered post.
(3) Where a company does not have a registered office, service on a director of the
company or, if the company does not have a director or if a director cannot be traced in
the Republic, on a member of the company, shall be deemed good and effectual service
on the company. (4) If it is proved that a document was in fact received by the board of directors,
managing director or secretary of a company the document shall be deemed to have been
served on the company although service may not have been effected in accordance with
subsection (1), (2) or (3). (5) This section does not derogate from a provision in this Act relating to the service
of a document, or from the power of a Court to direct how service shall be effected of a
document relating to legal proceedings before that Court. 264. Books and registers
(1) A register, minute book or book of account required by this Act to be kept by a
company may be kept by making entries in bound volumes, or by a system of mechanical
recording or otherwise.
ount required by this Act to be kept by a
company may be kept by making entries in bound volumes, or by a system of mechanical
recording or otherwise.
(2) Where the register, minute book or book of account is not kept by making entries
in bound volumes, adequate precautions shall be taken for guarding against the risk of
falsification that might arise from the method of recording and for facilitating discovery. (3) Where a system of mechanical recording is adopted, adequate arrangements shall
be made for making the information in the recording available in an intelligible from to a
person lawfully inspecting the register, minute book or book of account. (4) Where there is a default in complying with subsection (2) or (3), 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.]
[Issue 1] III - 494
e company and
an officer of the company who is in default is liable to a fine not exceeding [two hundred
and fifty penalty units.]
[Issue 1] III - 494
ACT 179
Companies Act, 1963
PART W
Invitations to the Public
265. Control of public invitations
(1) A person shall not make an invitation to the public,
(a) to acquire or dispose of any shares or debentures of a company, or
(b) to deposit money with a company for a fixed period or payable at call,
whether bearing or not bearing interest,
unless the company concerned is a public company and the appropriate provisions con
tained in Part A of Chapter IV of this Act are duly complied with. (2) Subsection (1) does not render unlawful the sale of shares or debentures by or un
der the supervision of the Court. (3) Where an invitation to the public is made in breach of subsection (1), the persons
making the invitation and an officer of a body corporate making the invitation who is in
default is liable on conviction
(a) in the case of a body corporate, to a fine not exceeding one thousand pen
alty units, and
(b) in any other case to a term of imprisonment not exceeding two years or to a
fine not exceeding one thousand penalty units or to both the imprisonment
and the line.
case to a term of imprisonment not exceeding two years or to a
fine not exceeding one thousand penalty units or to both the imprisonment
and the line.
(4) Where as a result of an invitation to the public in breach of subsection (1) a per
son acquires or disposes of shares or debentures or deposits money with a company that
person is entitled to rescind the transaction and in addition to or instead of rescinding,
may recover compensation for a loss sustained by that person from a person who is liable,
whether convicted or not, in respect of the breach. (5) Where, in accordance with subsection (4), a person claims to rescind a transaction
that person shall do so with reasonable promptitude and is not entitled to rescind a trans
action with the company or to recover compensation from it unless that person takes steps
to rescind before the commencement of the winding up of the company, but the fact that
it is too late to rescind shall not prejudice the right of that person to recover compensation
from a person other than the company. 266.
he fact that
it is too late to rescind shall not prejudice the right of that person to recover compensation
from a person other than the company. 266.
Meaning of “invitations to the public”
(1) For the purposes of this Act, an invitation is made to the public if an offer or invi
tation to make an offer is,
(a) published, advertised or disseminated in Ghana by newspaper, broadcast
ing, cinematograph, or any other means;
(b) made to or circulated among persons whether selected as members or de
benture holders of the company concerned or as clients of the persons mak
ing or circulating the invitation or in any other manner;
III -495 [Issue I]
benture holders of the company concerned or as clients of the persons mak
ing or circulating the invitation or in any other manner;
III -495 [Issue I]
ACT 179
Companies Act, 1963
(c) made to any one or more persons on the terms that the persons to whom it is
made may renounce or assign the benefit of the invitation or of the shares or
debentures to be obtained under the invitation in favour of any other person;
(d) made to any one or more persons to acquire shares or debentures dealt in
on a stock exchange or in respect of which the invitation states that applica
tion has been or will be made for permission to deal in those shares or de
bentures on a stock exchange. (2) Subsection (1) does not require an invitation to be treated as made to the public if
the invitation can properly be regarded in all the circumstances as being a domestic con
cern of the persons making and receiving it. (3) For the purposes of subsection (1), an invitation made by or on behalf of a private
company exclusively to its existing shareholders and debenture holders, not being greater
in number than is prescribed by subsection (3) of section 9 and its existing employees is
not an invitation to the public unless the invitation is of the type referred to in para
graph (c) or (d) of subsection (1).
its existing employees is
not an invitation to the public unless the invitation is of the type referred to in para
graph (c) or (d) of subsection (1).
(4) For the purposes of subsection (1), the issue of a form of application for shares or
debentures or of a form to be completed on the deposit of money with a company is an
invitation to acquire those shares or debentures or to deposit money. 267. Offers for sale deemed to be made by company
(1) Where a company allots or agrees to allot any of its shares or debentures to a per
son with a view to the public being invited to acquire any of those shares or debentures,
then, for the purposes of this Act, an invitation so made is an invitation to the public
made by the company as well as by the person actually making the invitation and a per
son who acquires any of these shares or debentures in response to the invitation is an al
lottee from the company of those shares or debentures.
a per
son who acquires any of these shares or debentures in response to the invitation is an al
lottee from the company of those shares or debentures.
(2) For the purposes of subsection (1), where
(a) an invitation to the public is made in respect of shares or debentures within
six months after the allotment or agreement to allot, or
(b) at the date when the invitation to the public was made, the whole consid
eration to be received by the company in respect of the shares or deben
tures had not been so received,
it shall be assumed, unless the contrary is shown, that the allotment or agreement to allot
was made by the company with a view to an invitation to the public being made in re
spect of those shares or debentures. CHAPTER THREE
Additional Provisions Applicable to Private Companies Only
268. Default in complying with conditions constituting a private company
(1) Where a private company defaults in complying with any of the conditions in its
Regulations specified in subsection (3) of section 9, sections 295 and 301 shall apply to
the company as if it were a public company. [Issue 1] HI - 496
gulations specified in subsection (3) of section 9, sections 295 and 301 shall apply to
the company as if it were a public company. [Issue 1] HI - 496
ACT 179
Companies Act, 1963
(2) The Court, on being satisfied that the failure to comply with the conditions, speci
fied in subsection (1) was accidental or due to inadvertence or to any other sufficient
cause, or that on other grounds it is just and equitable to grant relief, may, on the applica
tion of the company or an officer or a member of the company, and on the terms and
conditions that the Court thinks just and expedient, order that the company be relieved of
the consequences of the default. 269.
and on the terms and
conditions that the Court thinks just and expedient, order that the company be relieved of
the consequences of the default. 269.
Documents to be annexed to the annual return of a private company
(1) With the annual return required by section 122 a private company shall send to
the Registrar for registration,
(a) a certificate that the company has not, since the dale of the last return, or, in
the case of the first return, since the dale of incorporation of the company,
issued an invitation to the public to acquire shares or debentures of the
company or to deposit money with the company; and
(b) a certificate that the number of members and debenture holders of the com
pany does not exceed fifty or that an excess over fifty consists solely of
persons who are genuinely in the employment of the company and persons,
who, having been formerly genuinely 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.
pany
were, while in that employment, and have continued after the determination
of that employment to be, members or debenture holders of the company.
(2) In addition to complying with subsection (1), a private company shall send to the
Registrar for registration,
(a) a copy of every profit and loss account, balance sheet, and group accounts
circulated to the members and debenture holders pursuant to section 124
during the period to which the return relates, and a copy of the report of the
directors and of the report of the auditors accompanying those accounts; or
(b) a written statement by the auditors of the company that, to the best of their
knowledge and belief the accounts and reports referred to in section 124
have been sent to the members and debenture holders in accordance with
that section; and
(c) a copy of the auditors’ report so sent; and
(d) except in the case of a company limited by guarantee, a certificate that, to
the best of the knowledge and belief of the persons signing the certificate, a
body corporate is not or has not been at any time beneficially interested,
otherwise than by way of security, in the issued shares of the company, or
that if a body corporate is or has been so interested, it is an exempted body
corporate as defined in subsection (6) of this section.
the company, or
that if a body corporate is or has been so interested, it is an exempted body
corporate as defined in subsection (6) of this section.
(3) The certificates required by paragraphs (a) and (b) of subsection (1) and para
graph (b) of subsection (2) of this section shall be signed by a director and by the secre
tary of the company. (4) The copies required by paragraph (a) of subsection (2) of this section shall be cer
tified by a director and by the secretary of the company to be true copies. 111-497 [Issue 11
graph (a) of subsection (2) of this section shall be cer
tified by a director and by the secretary of the company to be true copies. 111-497 [Issue 11
ACT 179
Companies Act, 1963
(5) The copy of the report of the auditors required by paragraph (b) of subsection (2)
of this section shall be certified by the auditors to be a true copy and the statement re
ferred to in that paragraph shall be signed by the auditors. (6) For the purposes of this section, a body corporate is an exempted body corporate
if,
(a) it is not a public company;
(b) it has not at any time issued an invitation to the public to acquire any of its
shares or debentures or to deposit money with it; and
(c) at all times since it became beneficially interested in the shares of the
company,
(i) it has not had more than fifty members and debenture holders, not
including persons who are genuinely in the employment of the body
corporate and persons who, having been formerly genuinely in the
employment of the company were, while in that employment, and
continued after the determination of that employment to be members
or debenture holders of the company; and
(ii) another body corporate, other than an exempted body corporate, has
not been beneficially interested, other than by way of security, in the
issued shares of the body corporate. 270.
than an exempted body corporate, has
not been beneficially interested, other than by way of security, in the
issued shares of the body corporate. 270.
Qualification of auditors of private companies
(1) A person is not qualified for appointment as auditor of a private company unless,
(a) that person is, under the Chartered Accountants Act, 1963 (Act 170), a
member of the Institute of Chartered Accountants, or
(b) that person is a practising accountant within the meaning of that Act,
and is not disqualified under subsection (3) of this section.
countants, or
(b) that person is a practising accountant within the meaning of that Act,
and is not disqualified under subsection (3) of this section.
(2) Ifat any time within ten years from the commencement of this Act the Registrar is
satisfied that the provisions ofsubsection (l) of this section have become or are about to
become unworkable by reason of the shortage in Ghana of persons with the requisite
qualifications, the Registrar may, by legislative instrument suspend the operation of that
subsection (1) for the period or periods, not exceeding in all a total period offive years,
as the Registrar shall think fit, and so long as the suspension is in operation any person
shall be qualified to be appointed auditor ofa private company unless disqualified under
subsection (3) ofthis section.20
(3) A person is disqualified for appointment as auditor of a private company, if that
person is
(a) an officer of the company or of an associated company;
(b) a partner of or in the employment of an officer of the company or of an
associated company;
(c) an infant;
20. Spent. [Issue 1] III-498
d company;
(b) a partner of or in the employment of an officer of the company or of an
associated company;
(c) an infant;
20. Spent. [Issue 1] III-498
ACT 179
Companies Act, 1963
(d) found by a competent court to be a person of unsound mind;
(e) a body corporate, except that members of an incorporated partnership may
be appointed in the manner provided by subsection (2) of section 134;
() one in respect of whom an order has been made under section 186 while
the order remains in force unless leave to act as auditor of the company
concerned has been given by the Court in accordance with that section;
(g) an undischarged bankrupt, unless that person has been granted leave to act
as auditor of the company concerned by the court by which the adjudica
tion as bankrupt was made;
(A) for the time being disqualified from acting as auditor of a company by or
der of the Registrar under subsection (5) of this section.
upt was made;
(A) for the time being disqualified from acting as auditor of a company by or
der of the Registrar under subsection (5) of this section.
(4) Paragraph (b) of subsection (3) does not disqualify,
(a) a person from being appointed as auditor by reason only of the fact that that
person is a partner or in the employment of a person acting as secretary or
registration officer of the company or of an associated company;
(b) any person who, prior to the sixth day ofApril, 1961, was acting as auditor
of a company from continuing to ad or to be appointed as auditor of that
company.1'
(5) The registrar may, on cause being shown, by legislative instrument disqualify a
person otherwise qualified from acting as auditor of a private company and may at any
time remove that disqualification. (6) A person aggrieved by a decision of the Registrar under subsection (5) has a right
to appeal to the Court. (7) A person not qualified for appointment as auditor who acts as auditor of a private
company is liable to a fine not exceeding [seven hundred and fifty penalty units] and the
company by whom that person is appointed and an officer of that company who is in de
fault is liable to a fine not exceeding [seven hundred and fifty penalty units]. 271.
person is appointed and an officer of that company who is in de
fault is liable to a fine not exceeding [seven hundred and fifty penalty units]. 271.
Requisitioning extraordinary general meetings of a private company
(1) The directors of a private company, despite a provision in its Regulations, shall
duly convene an extraordinary general meeting of the company on the requisition of
(a) two or more members of the company or a single member holding not less
than one-tenth of the shares of the company, or
(b) in the case of a company limited by guarantee, one-tenth of the total voting
rights of the members of the company. (2) The requisition shall state the nature of the business to be transacted at the meet
ing and shall be signed by the requisitionists and sent to or deposited at the registered
office of the company. (3) If the directors do not, within seven days from the date of receipt of the requisi
tion at the registered office of the company, proceed duly to convene a meeting for a dale
21. Spent. 111-499 [Issue I1
date of receipt of the requisi
tion at the registered office of the company, proceed duly to convene a meeting for a dale
21. Spent. 111-499 [Issue I1
ACT 179
Companies Act, 1963
not later than twenty-eight days after the receipt of the requisition, the requisitionists or
any of them may themselves convene a meeting but a meeting so convened shall not be
held after the expiration of four months from that date. (4) The reasonable expenses incurred by the requisitionists by reason of the failure of
the directors duly to convene a meeting shall be repaid to the requisitionists by the com
pany and the sum of money so repaid shall be retained by the company out of the fees or
other remuneration of the directors who were in default. (5) For the purposes of this section, the directors have not proceeded duly to convene
a meeting if they do not, within seven days after the receipt of the requisition at the regis
tered office, cause notices of the meeting to transact the business specified in the requisi
tion to be given in accordance with sections 152 to 155. 272. Appointment and removal of directors of private companies
(1) The appointment and removal of directors of a private company shall, subject to
sections 180 to 185, be regulated by the company’s Regulations.
es
(1) The appointment and removal of directors of a private company shall, subject to
sections 180 to 185, be regulated by the company’s Regulations.
(2) In the absence of a contrary provision in the company’s Regulations, each of the
existing directors shall continue to hold office until the director vacates office under sec
tion 184 or is removed under section 185; and the company may at any time by ordinary
resolution fill a vacancy in the number of directors and may at any time by ordinary reso
lution increase the number of directors, but the total number of directors shall not exceed
the maximum prescribed by the Regulations. 273. Conversion of private company to public company
(1) A private company shall be converted into a public company if it alters its Regu
lations in a manner that the Regulations do not include the provisions which, under sub
section (3) of section 9, are required to be included in the Regulations of a company in
order to constitute it a private company.
ns which, under sub
section (3) of section 9, are required to be included in the Regulations of a company in
order to constitute it a private company.
(2) Within twenty-eight days after the date of the special resolution altering the
Regulations, the company shall deliver to the Registrar for registration,
(a) a copy of the resolution in accordance with section 176; and
(b) unless the company is a company limited by guarantee, a prospectus com
plying with the Seventh Schedule, or a statement in lieu of prospectus
complying with the Sixth Schedule. (3) The Registrar shall publish the notice of the conversion of the company in the
Gazette. (4) If default is made in complying with subsection (1) or (2) of this section the com
pany and an officer of the company who is in default is liable to a fine not exceeding
[five hundred penalty units]. [Issue 1] III-500
section the com
pany and an officer of the company who is in default is liable to a fine not exceeding
[five hundred penalty units]. [Issue 1] III-500
ACT 179
Companies Act, 1963
not later than twenty-eight days after the receipt of the requisition, the requisitionists or
any of them may themselves convene a meeting but a meeting so convened shall not be
held after the expiration of four months from that date. (4) The reasonable expenses incurred by the requisitionists by reason of the failure of
the directors duly to convene a meeting shall be repaid to the requisitionists by the com
pany and the sum of money so repaid shall be retained by the company out of the fees or
other remuneration of the directors who were in default. (5) For the purposes of this section, the directors have not proceeded duly to convene
a meeting if they do not, within seven days after the receipt of the requisition at the regis
tered office, cause notices of the meeting to transact the business specified in the requisi
tion to be given in accordance with sections 152 to 155. 272. Appointment and removal of directors of private companies
(1) The appointment and removal of directors of a private company shall, subject to
sections 180 to 185, be regulated by the company’s Regulations.
es
(1) The appointment and removal of directors of a private company shall, subject to
sections 180 to 185, be regulated by the company’s Regulations.
(2) In the absence of a contrary provision in the company’s Regulations, each of the
existing directors shall continue to hold office until the director vacates office under sec
tion 184 or is removed under section 185; and the company may at any time by ordinary
resolution fill a vacancy in the number of directors and may at any time by ordinary reso
lution increase the number of directors, but the total number of directors shall not exceed
the maximum prescribed by the Regulations. 273. Conversion of private company to public company
(1) A private company shall be converted into a public company if it alters its Regu
lations in a manner that the Regulations do not include the provisions which, under sub
section (3) of section 9, are required to be included in the Regulations of a company in
order to constitute it a private company.
ns which, under sub
section (3) of section 9, are required to be included in the Regulations of a company in
order to constitute it a private company.
(2) Within twenty-eight days after the date of the special resolution altering the
Regulations, the company shall deliver to the Registrar for registration,
(a) a copy of the resolution in accordance with section 176; and
(b) unless the company is a company limited by guarantee, a prospectus com
plying with the Seventh Schedule, or a statement in lieu of prospectus
complying with the Sixth Schedule. (3) The Registrar shall publish the notice of the conversion of the company in the
Gazette. (4) If default is made in complying with subsection (1) or (2) of this section the com
pany and an officer of the company who is in default is liable to a fine not exceeding
[five hundred penalty units]. (Issue 1] III-500
section the com
pany and an officer of the company who is in default is liable to a fine not exceeding
[five hundred penalty units]. (Issue 1] III-500
ACT 179
Companies Act, 1963
CHAPTER FOUR
Provisions Applicable to Public Companies Only
PART A
Prospectuses and Statements in lieu ofProspectus
274. Statement in lieu of prospectus
(1) A public company shall, within twenty-eight days after its incorporation, or after
its conversion from a private company in accordance with section 273, deliver to the
Registrar for registration a statement in lieu of prospectus, signed by every person who is
named in the statement as a director or a proposed director of the company or by that
person’s agent authorised in writing, in the form and containing the particulars set out in
Part One of the Sixth Schedule and, in the cases mentioned in Part Two of that Schedule,
accompanied by the accounts and reports specified in the Schedule. (2) Subsection (1) does not apply to,
(a) a company limited by guarantee, or
(b) a company which, within twenty-eight days after its incorporation or con
version from a private company delivers for registration a prospectus com
plying in all respects with the Seventh Schedule.
r its incorporation or con
version from a private company delivers for registration a prospectus com
plying in all respects with the Seventh Schedule.
(3) Every existing company shall, within six months after the commencement of this
Act, deliver to the Registrar for registration a like statement in lieu ofprospectus signed
by every director ofthe company or by the director's agent authorised in writing.
istrar for registration a like statement in lieu ofprospectus signed
by every director ofthe company or by the director's agent authorised in writing.
(4) Subsection (2) shall not apply to any existing company which, prior to the expira
tion ofthe six months,
(a) alters its Regulations so as to convert the company into a private company
by inserting in its Regulations the conditions specified in subsection (3) of
section 9; or
(b) is converted into a company limited by guarantee in accordance with
section 11; or
(c) registers and publishes a prospectus complying in all respects with the
Seventh Schedule;
and for the purposes of subsection (4) of this section an existing company shall be
deemed to be a company to which this subsection applies until it has complied with pro
viso (a), (b) or (c) of this subsection22
(5) A statement in lieu of prospectus delivered under subsection (1) and (3) shall,
where the persons making the report that is specified in Part Two of the Sixth Schedule
have made any adjustments as are mentioned in paragraph 27 of that Schedule, have en
dorsed on the statement or attached to the statement a written statement signed by those
persons setting out the adjustments and giving the reason for the adjustments. 22. Spent. 111-501 [Issue 1]
tement a written statement signed by those
persons setting out the adjustments and giving the reason for the adjustments. 22. Spent. 111-501 [Issue 1]
ACT 179
Companies Act, 1963
(6) A company to which subsection (1) or (3) applies, shall not, after the commence
ment of this Act, issue any of its shares or debentures until after the expiration of seven
days after the statement in lieu of prospectus has been delivered to the Registrar. (7) Subsection (5) does not prohibit the issue to the subscribers of the Regulations of
the number of shares for which each has subscribed. (8) If shares are issued in contravention of subsection (5), a person to whom they are
allotted is entitled to rescind the allotment at any lime within three months of the allot
ment although the company is in course of being wound up, and a director of the com
pany who knowingly contravenes or permits the contravention is liable to compensate the
company and the allottee respectively for the loss which the company or the allottee may
have sustained by the contravention. (9) If a company contravenes subsection (1), (3) or (5) the company and an officer of
the company who is in default is liable to a fine not exceeding [five hundred penalty
units].
subsection (1), (3) or (5) the company and an officer of
the company who is in default is liable to a fine not exceeding [five hundred penalty
units].
(10) Where a statement in lieu of prospectus delivered to the Registrar under subsec
tion (1) or (3) includes an untrue statement or omits truthfully to state any of the particu
lars required to be slated by virtue of the Sixth Schedule then,
(a) a person, which expression for the purposes of this subsection does not
include the company itself, who authorised the delivery of the statement in
lieu of prospectus for registration is liable to a term of imprisonment not
exceeding two years or to a fine not exceeding five hundred penalty units
or both, unless it is proved that the untrue or omitted statement was imma
terial or that there were reasonable grounds to believe and that person did,
up to the lime of delivery for registration of the statement in lieu of pro
spectus, believe that the untrue statement was true;
(b) an allottee who acquired shares or debentures in the company in reliance on
the statement in lieu of prospectus and who was misled by the untrue
statement or omission is entitled to rescind the allotment of those shares or
debentures and to recover from a person guilty of an offence under para
graph (a) whether convicted or not, compensation for a loss which the al
lottee has suffered by reason of that reliance: but an allottee is not entitled
to rescission under this subsection unless the allottee claims to rescind with
reasonable promptitude after discovering that an untrue statement or omis
sion was made, and, in any case, prior to the winding up of the company;
(c) a person who acquires shares or debentures in the company from an allottee
in reliance on the statement in lieu of prospectus and who was misled by
the untrue statement or omission is entitled to recover from a person guilty
of an offence under paragraph (a), whether convicted or not, compensation
for a loss which that person has suffered by reason of that reliance.
guilty
of an offence under paragraph (a), whether convicted or not, compensation
for a loss which that person has suffered by reason of that reliance.
275. Prospectus on invitations to the public to acquire or dispose of securities
(1) Despite section 265 an invitation to the public to acquire or dispose of shares or
debentures of a public company may be made if,
(a) within six moths prior to the making of the invitation there has been delivered
to the Registrar and registered by the Registrar in accordance with section 279
[Issue 1] III-502
he making of the invitation there has been delivered
to the Registrar and registered by the Registrar in accordance with section 279
[Issue 1] III-502
ACT 179
Companies Act, 1963
(6) A company to which subsection (1) or (3) applies, shall not, after the commence
ment of this Act, issue any of its shares or debentures until after the expiration of seven
days after the statement in lieu of prospectus has been delivered to the Registrar. (7) Subsection (5) does not prohibit the issue to the subscribers of the Regulations of
the number of shares for which each has subscribed. (8) If shares are issued in contravention of subsection (5), a person to whom they are
allotted is entitled to rescind the allotment at any time within three months of the allot
ment although the company is in course of being wound up, and a director of the com
pany who knowingly contravenes or permits the contravention is liable to compensate the
company and the allottee respectively for the loss which the company or the allottee may
have sustained by the contravention. (9) If a company contravenes subsection (1), (3) or (5) the company and an officer of
the company who is in default is liable to a fine not exceeding [five hundred penalty
units].
subsection (1), (3) or (5) the company and an officer of
the company who is in default is liable to a fine not exceeding [five hundred penalty
units].
(10) Where a statement in lieu of prospectus delivered to the Registrar under subsec
tion (1) or (3) includes an untrue statement or omits truthfully to state any of the particu
lars required to be stated by virtue of the Sixth Schedule then,
(a) a person, which expression for the purposes of this subsection does not
include the company itself, who authorised the delivery of the statement in
lieu of prospectus for registration is liable to a term of imprisonment not
exceeding two years or to a fine not exceeding five hundred penalty units
or both, unless it is proved that the untrue or omitted statement was imma
terial or that there were reasonable grounds to believe and that person did,
up to the time of delivery for registration of the statement in lieu of pro
spectus, believe that the untrue statement was true;
(b) an allottee who acquired shares or debentures in the company in reliance on
the statement in lieu of prospectus and who was misled by the untrue
statement or omission is entitled to rescind the allotment of those shares or
debentures and to recover from a person guilty of an offence under para
graph (a) whether convicted or not, compensation for a loss which the al
lottee has suffered by reason of that reliance: but an allottee is not entitled
to rescission under this subsection unless the allottee claims to rescind with
reasonable promptitude after discovering that an untrue statement or omis
sion was made, and, in any case, prior to the winding up of the company;
(c) a person who acquires shares or debentures in the company from an allottee
in reliance on the statement in lieu of prospectus and who was misled by
the untrue statement or omission is entitled to recover from a person guilty
of an offence under paragraph (a), whether convicted or not, compensation
for a loss which that person has suffered by reason of that reliance.
guilty
of an offence under paragraph (a), whether convicted or not, compensation
for a loss which that person has suffered by reason of that reliance.
275. Prospectus on invitations to the public to acquire or dispose of securities
(1) Despite section 265 an invitation to the public to acquire or dispose of shares or
debentures of a public company may be made if,
(a) within six moths prior to the making of the invitation there has been delivered
to the Registrar and registered by the Registrar in accordance with section 279
[Issue 1] III - 502
making of the invitation there has been delivered
to the Registrar and registered by the Registrar in accordance with section 279
[Issue 1] III - 502
ACT 179
Companies Act, 1963
a prospectus relating to the shares or debentures complying in all respects
with the relevant provisions of sections 276 to 278, and
(b) except as provided in subsection (2) of this section, a person to whom the
invitation is made is supplied with a true copy of the prospectus at the time
when the invitation is first made to that person, and
(c) a copy of the prospectus slates on its face that it has been registered by the
Registrar and the date of registration.
st made to that person, and
(c) a copy of the prospectus slates on its face that it has been registered by the
Registrar and the date of registration.
(2) Paragraph (b) of subsection (1) shall not apply to an invitation made by or
through a member of an approved stock exchange to a client of that member or to an invi
tation made by or through an exempted dealer, or to an invitation made by a summary
complying with subsection (3).23
(3) A newspaper may publish an advertisement or otherwise a summary of the contents
of a prospectus, duly registered in accordance with section 279, so long as the summary
(a) does not contain a form of application for shares or debentures which has not
been approved by the Registrar or, in respect of shares or debentures dealt in
or to be dealt in on an approved slock exchange by that stock exchange;
(b) slates with reasonable prominence where copies of the full prospectus may
be obtained and the fact that it has been registered and the dale of
registration;
(c) is in the terms previously approved by the Registrar, or, where the shares or
debentures concerned are dealt in on an approved stock exchange or where
the prospectus or summary states that application is to be made to an ap
proved stock exchange for permission lo deal on that stock exchange in the
shares or debentures, is in terms previously approved by that slock
exchange.24
276.
ock exchange for permission lo deal on that stock exchange in the
shares or debentures, is in terms previously approved by that slock
exchange.24
276.
General and restricted invitations to the public
(!) Except as provided in section 277, where the invitation invites the public to ac
quire shares or debentures of a public company, the prospectus referred to in section 275
shall stale the matters specified in Part One of the Seventh Schedule and set out the re
ports specified in Part Two of that Schedule. 23. Added by paragraph (a) of section 4 of the Companies Code (Amendment) Act, 1994 (Act 474). 24. Substituted by paragraph (b) of section 4 of the Companies Code (Amendment) Act, 1994 (Act 474).
e Companies Code (Amendment) Act, 1994 (Act 474). 24. Substituted by paragraph (b) of section 4 of the Companies Code (Amendment) Act, 1994 (Act 474).
The provision reads
“(3) A newspapers advertisement summarising the contents of a prospectus, duly registered in ac
cordance with [section 279] may be published so long as the summary,
(a) does not contain a form of application for any shares or debentures;
(b) states with reasonable prominence where copies of the full prospectus may be obtained
and the fact that it has been registered and the date of registration;
(c) is in terms previously approved by the Registrar, or, where the shares or debentures
concerned are dealt in upon an approved stock exchange or where the prospectus or
summary states that application is to be made to an approved stock exchange for permis
sion to deal on that stock exchange in those shares or debentures, is in terms previously
approved by the stock exchange.”
111-503 (Issue 1]
or permis
sion to deal on that stock exchange in those shares or debentures, is in terms previously
approved by the stock exchange.”
111-503 (Issue 1]
ACT 179
Companies Act, 1963
(2) Subsection (1) shall not apply to,
(a) an invitation by a company in respect of shares or debentures of that com
pany or any of its associated companies made solely to the existing share
holders or debenture holders of that company; or
(b) an invitation by a company in respect of shares or debentures of that com
pany which are in all respects uniform with shares or debentures of that
company previously issued and for the time being dealt in on an approved
stock exchange. (3) A prospectus relating to an invitation to the public to acquire or dispose of shares or
debentures of a public company, which is an invitation not falling within subsection (1)
because it does not invite the public to acquire shares or debentures, or because it is ex
cluded from the ambit of that subsection by virtue of subsection (2), need not state the
matters or set out the reports specified in the Seventh Schedule.
ed from the ambit of that subsection by virtue of subsection (2), need not state the
matters or set out the reports specified in the Seventh Schedule.
(4) The prospectus referred to in subsection (3) shall not contain an untrue statement
and, if the shares or debentures to which it relates are dealt in on a stock exchange,
whether in the Republic or elsewhere, or if application has been, or is being, made to a
stock exchange for permission to deal in those shares or debentures the prospectus,
(a) shall state that the shares or debentures are dealt in on that stock exchange
or that application has been or is to be made for permission to deal in those
shares or debentures on that stock exchange, and
(b) shall state whether or not that stock exchange is an approved stock ex
change within the meaning of this Act, and
(c) shall contain the particulars and information required by that stock exchange;
and in any other case shall state that the shares or debentures are not dealt in on a stock
exchange. (5) An invitation falling within subsection (1) is in this Act described as a general in
vitation; and an invitation falling within subsection (3) is in this Act described as a re
stricted invitation. 277.
his Act described as a general in
vitation; and an invitation falling within subsection (3) is in this Act described as a re
stricted invitation. 277.
Certificates of exemption
(1) Where it is proposed to make a general invitation to the public to acquire shares
or debentures of a public company and application is made to an approved stock ex
change for permission for those shares or debentures to be dealt in on that stock exchange
there may, on the request of the applicant, be given by or on behalf of that stock ex
change a certificate of exemption, that is to say, a certificate that, having regard to the
proposals, as slated in the request, as to the size and other circumstances of the invitation,
compliance with the requirements of the Seventh Schedule would be unduly burdensome. (2) If a certificate of exemption is granted and if the proposals are adhered to, a pro
spectus containing the particulars and information required by the stock exchange if duly
published in the manner required by the stock exchange is a prospectus complying with
the Seventh Schedule. [Issue 1] III-504
e stock exchange if duly
published in the manner required by the stock exchange is a prospectus complying with
the Seventh Schedule. [Issue 1] III-504
ACT 179
Companies Act, 1963
278. Expert’s consent
(1) I f a prospectus relating to an invitation to the public in respect of shares or deben
tures of a public company, whether a general invitation or a restricted invitation, includes
a statement purporting to be made by an expert, the prospectus shall not be delivered for
registration unless,
(a) the expert has given a written consent, and has not, before delivery of the
prospectus for registration in accordance with section 279, withdrawn the
consent, to the publication of the prospectus with the inclusion of the
statement in the form and context in which it is included, and
(b) a statement that the expert has given and not withdrawn the consent ap
pears in the prospectus. (2) If, after delivery of the prospectus for registration but prior to registration of the
prospectus the expert withdraws the consent, the person who has delivered the prospectus
for registration shall immediately notify the Registrar. (3) In this section the expression “expert” includes engineer, valuer, accountant, as-
sayer, and any other person whose profession or calling gives authority to a statement by
that person. 279.
includes engineer, valuer, accountant, as-
sayer, and any other person whose profession or calling gives authority to a statement by
that person. 279.
Registration of prospectuses
(1) A prospectus delivered to the Registrar for registration pursuant to section 275
shall be delivered in triplicate. (2) Where a general invitation is being made by or on behalf of a company in respect
of its shares or debentures, one copy of the prospectus delivered to the Registrar shall be
signed by every person who is named in the invitation as a director or proposed director
of the company or by that person’s agent authorised in writing as well as being signed, in
the manner referred to in subsections (3) and (4), by or on behalf of any other person also
making the invitation. (3) In every case one copy of the prospectus so delivered shall be signed by the per
son making the invitation or by the agent of that person authorised in writing. (4) Where the person making the invitation is a firm or body corporate it shall be suf
ficient if the prospectus is signed by or on behalf of the firm or body corporate by not less
than half the partners or by not less than two directors of the body corporate, and any of
those partners or directors may sign by the agent of that partner or director authorised in
writing.
n two directors of the body corporate, and any of
those partners or directors may sign by the agent of that partner or director authorised in
writing.
(5) One copy of the prospectus so delivered shall have endorsed on it or attached to
it,
(a) a consent of an expert required by section 278, and
(b) in the case of a prospectus relating to a general invitation, a certified copy
or translation of each of the documents required to be available for inspec
tion in accordance with paragraph 45 of the Seventh Schedule, or, where a
certificate of exemption has been granted pursuant to section 277 required
to be available for inspection under the regulations of the approved stock
III-505 (Issue 1]
emption has been granted pursuant to section 277 required
to be available for inspection under the regulations of the approved stock
III-505 (Issue 1]
ACT 179
Companies Act, 1963
exchange; but if a copy or translation of the document has already been
delivered by the company to the Registrar for registration, the Registrar
may dispense with the need to endorse or attach a further copy of the
document if, in the opinion of the Registrar, the copy originally delivered is
readily identifiable and accessible. (6) If the prospectus relates to shares or debentures dealt in on an approved stock ex
change or states that application has been or will be made to an approved stock exchange
for permission to deal in the shares or debentures to which it relates, there shall be deliv
ered to the Registrar with the prospectus a certificate signed by or on behalf of that ap
proved stock exchange that,
(a) the prospectus has been scrutinised by the stock exchange, and
(b) its requirements relating to the contents of the document have been satisfied;
and the Registrar shall register the prospectus within forty-eight hours of the delivery of
the prospectus to the Registrar unless it is incomplete or irregular on its face or unless,
prior to registration, a consent of an expert required by section 278 has been withdrawn.
unless it is incomplete or irregular on its face or unless,
prior to registration, a consent of an expert required by section 278 has been withdrawn.
(7) If the prospectus relates to an invitation made by or through an exempted dealer
there shall be delivered to the Registrar with the prospectus a certificate signed by or on
behalf of that exempted dealer,
(a) that the exempted dealer accepts personal responsibility for the contents of
the prospectus, and
(b) that it complies in all respects with this Act;
and the Registrar shall register the prospectus within forty-eight hours of the delivery of
the prospectus to the Registrar unless it is incomplete or irregular on its face or unless,
prior to registration, a consent of an expert required by section 278 has been withdrawn.
unless it is incomplete or irregular on its face or unless,
prior to registration, a consent of an expert required by section 278 has been withdrawn.
(8) In a case not falling within subsection (6) or (7) of this section the Registrar shall
register the prospectus and the documents required to be endorsed on the prospectus or
attached to the prospectus at the expiration of twenty-one days from the delivery to the
Registrar in accordance with subsection (1) of this section, or a shorter time that the Reg
istrar may allow in a particular case, unless,
(a) a consent of an expert required by section 278 has been withdrawn, or
(b) in the opinion of the Registrar, the prospectus does not comply with this
Act or contains an untrue statement or omits to state a material fact or is
otherwise incomplete or misleading;
in which case the Registrar shall refuse to register the prospectus until the necessary con
sents are given or the prospectus is amended to the Registrar s satisfaction.
egistrar shall refuse to register the prospectus until the necessary con
sents are given or the prospectus is amended to the Registrar s satisfaction.
(9) Where the Registrar refuses to register a prospectus the company or any other
person who has delivered the prospectus for registration may apply to the Court which
may, after hearing the applicant and the Registrar, and the evidence that is called, order
the Registrar to register the prospectus or may dismiss the application and prohibit a per
son before the Court from publishing the prospectus until it has been amended to the sat
isfaction of the Registrar. [Issue 1] 111-506
prohibit a per
son before the Court from publishing the prospectus until it has been amended to the sat
isfaction of the Registrar. [Issue 1] 111-506
ACT 179
Companies Act, 1963
(9A) in a case not falling within subsection (5) or (6), the Registrar may, for the pur
pose of reaching an opinion on whether a prospectus
(a) does not comply with this Act, or
(b) contains an untrue statement, or
(c) omits to slate a material fact, or
(d) is otherwise incomplete or misleading,
refer the prospectus to the Securities Regulatory Commission for its opinion, and the
Commission shall give its opinion within twenty-one days, in relation to the prospectus,
referred to in subsection (8).'
(10) Where the Court orders the prospectus to be registered, the Registrar shall regis
ter the prospectus on delivery to the Registrar of an office copy of the order. (11) A copy of a prospectus which has been delivered for registration in accordance
with this section shall state at its head the following:
“A Copy of this prospectus has been delivered to the Registrar of Companies,
Ghana, for registration.
s section shall state at its head the following:
“A Copy of this prospectus has been delivered to the Registrar of Companies,
Ghana, for registration.
The Registrar has not checked and will not check the accu
racy of any statements made and accepts no responsibility therefore or for the fi
nancial soundness of the company or the value of the securities concerned.”
(12) Until the contrary is shown the first publication of the prospectus occurred on
the date of registration of the prospectus. 280. Meaning of “approved stock exchange” and “exempted dealer”
(1) For the purpose of this Act, “approved stock exchange” means a body corporate
approved as a stock exchange under section 25 of the Securities Industry Act, 1993.-6
(2) An approved stock exchange shall furnish to the Registrar as at the first day of
January in each year, and at any other time if called on by the Registrar to do so, a list
showing,
(a) the name and business address and the style under which a person carries
on business who at the dale of the list is a member of that stock exchange,
and if a body corporate, the name of each of the directors of that body cor
porate, and
(b) the names of the persons who are for the time being authorised by that
member to deal in securities on behalf of that member.
body cor
porate, and
(b) the names of the persons who are for the time being authorised by that
member to deal in securities on behalf of that member.
(3) The Minister may, by legislative instrument, declare a person, firm or body cor
porate carrying on business in Ghana to be an exempted dealer and unless the instrument
is revoked, that person, firm or body corporate is an exempted dealer for the purposes of
this Act. 25 Inserted by subsection (1) of section 145 of the Securities Industry Act, 1993 (P.N.D.C.L. 333). 26 PNDCL 333- Substituted by subsection (2) of section 145 of the Securities Industry Act, 1993
(P.N.D.C.L. 333). Ill - 507 [Issue I ]
.N.D.C.L. 333). 26 PNDCL 333- Substituted by subsection (2) of section 145 of the Securities Industry Act, 1993
(P.N.D.C.L. 333). Ill - 507 [Issue I ]
ACT 179
Companies Act, 1963
281. Waiting period
(1) For the purposes of this Act, “waiting period” means a period of ten days after
the first publication of a registered prospectus or a longer period that is stated in the pro
spectus as the period prior to the expiration of which applications, offers or acceptances
in response to the prospectus will not be accepted or treated as binding. (2) For the purposes of subsection (1),
(a) where the shares or debentures to which the invitation relates are dealt in
on a stock exchange or where the prospectus states that application has
been or will be made for permission to deal in the shares or debentures on a
stock exchange, and
(b) to comply with the requirements of that stock exchange it is necessary to
advertise the prospectus in one or more newspapers,
then unless the prospectus is advertised there has not been a publication of the prospectus.
ry to
advertise the prospectus in one or more newspapers,
then unless the prospectus is advertised there has not been a publication of the prospectus.
(3) A binding contract or legally enforceable obligation shall not be entered into in
response to an invitation to the public in respect of shares or debentures of a public com
pany until after the expiration of the waiting period, and an application, offer or accep
tance by a person in response to the invitation is revocable by that person at any time
prior to the expiration of the waiting period. (4) Subsection (2) does not invalidate a genuine underwriting agreement in respect of
those shares or debentures. 282. Withdrawal of applications after the waiting period
Where a general invitation is made to the public in respect of shares or debentures of
a public company, an application for the shares or debentures is not revocable during a
period of seven days immediately after the expiration of the period unless, prior to the
expiration of the period of seven days, a person responsible for the prospectus has, in
accordance with section 286, given public notice having the effect under that section of
excluding or limiting the responsibility of the person giving it. 283.
e with section 286, given public notice having the effect under that section of
excluding or limiting the responsibility of the person giving it. 283.
Invitations in respect of securities to be dealt in on a stock exchange
(1) Where a prospectus, issued in connection with a general or restricted invitation to
the public to acquire shares or debentures in a public company states that application has
been or will be made for permission for the shares or debentures to be dealt in on a stock
exchange, an agreement to acquire those shares or debentures made in pursuance of that
prospectus shall become void if the application is refused by that stock exchange or if
permission to deal in the shares or debentures is not granted within twenty-eight days
after the expiration of the waiting period. (2) If an agreement becomes void in accordance with subsection (1), the person or
persons making the invitation shall forthwith repay and restore without interest the
money and other properly received from a person in response to the invitation.
g the invitation shall forthwith repay and restore without interest the
money and other properly received from a person in response to the invitation.
(3) If the money or other property is not repaid or restored in accordance with sub
section (2) within eight days after it becomes repayable or returnable, the person or per
sons making the invitation and, in the case of a body corporate, the directors of that body
corporate is or are jointly and severally liable to repay that money or restore that property
[Issue 1] III-508
corporate, the directors of that body
corporate is or are jointly and severally liable to repay that money or restore that property
[Issue 1] III-508
ACT 179
Companies Act, 1963
with interest at the yearly rate of five percent on the amount or value from the expiration
of the eighth day. (4) A director is not liable under subsection (3) if the director proves that the default in
the repayment of the money was not due to the misconduct or negligence of the director. (5) So long as the person making the invitation may become liable to repay the
money in accordance with subsection (2), the moneys received from any persons in re
sponse to the invitation shall be kept in a separate bank account and shall be held on trust
to give effect to this section; and if default is made in complying with this subsection, the
persons making the invitation and, in the case of a body corporate, every officer of the
body corporate who is in default is liable to a fine not exceeding [seven hundred and fifty
penalty units]. 284. Minimum subscription
(1) Where a public company makes a general invitation to the public to subscribe for
any of its shares or debentures, the amount payable on application for the shares or de
bentures shall not be less than twenty percent of the subscription price.
shares or debentures, the amount payable on application for the shares or de
bentures shall not be less than twenty percent of the subscription price.
(2) Unless, within twenty-eight days of the expiration of the waiting period, the
amount stated in the prospectus as the minimum amount which, in the opinion of the di
rectors, must be raised in order to provide for the mailers specified in subparagraph (b) of
paragraph 24 of the Seventh Schedule, in this section called the minimum subscription,
has been subscribed and the amount payable on application for the minimum subscriplion
has been paid to and received by the company, an agreement to subscribe for those shares
or debentures shall become void at the expiration of the twenty-eight days. (3) If an agreement becomes void in accordance with subsection (2), the company shall
repay without interest the moneys received from any persons in response to the invitation. (4) If the money is not repaid in accordance with subsection (3) within eight days af
ter it becomes repayable, the directors of the company are jointly and severally liable to
repay that money with interest at the yearly rale of five percent from the expiration of the
eighth day.
e company are jointly and severally liable to
repay that money with interest at the yearly rale of five percent from the expiration of the
eighth day.
(5) A director is not liable under subsection (4) if the director proves that the default in
the repayment of the money was not due lo the misconduct or negligence of the director. (6) So long as the company may become liable to repay the money in accordance
with subsection (3), the moneys received from a person in response to the invitation shall
be kept in a separate bank account and shall be held on trust to give effect to this section;
and if default is made in complying with this subsection the company and an officer of
the company who is in default is liable to a fine not exceeding [seven hundred and fifty
penally units]. 285. Application ofsections 275 to 279, and 281 to 284 to authorised mutualfunds
in relation to an invitation to the public to acquire or dispose of any shares in a pub
lic company which, pursuant to section 319 has been declared to be an authorised mutual
fund, sections 275 to 279 and 281 to 284 shall have e^ect subject to the terms of an in
strument made by the Registrar under the section 319. 27. Spent in view of the repeal of section 319. 111-509 [Issue 1]
subject to the terms of an in
strument made by the Registrar under the section 319. 27. Spent in view of the repeal of section 319. 111-509 [Issue 1]
ACT 179
Companies Act, 1963
286. Civil remedy for mis-statements or omissions in a prospectus
(1) Where a prospectus published in connection with a general or restricted invitation
to the public in respect of shares or debentures of a public company contains an untrue
statement or omits to stale any of the particulars or to set out any of the reports which,
under this Act, it is required to state or set out, then, subject to this section, a person enu
merated in subsection (2) is liable to pay compensation to the persons who acquire or
dispose of the shares or debentures on the faith of the prospectus for the loss they may
have sustained by reason of the untrue statement or omission.
dispose of the shares or debentures on the faith of the prospectus for the loss they may
have sustained by reason of the untrue statement or omission.
(2) Subject to this section, the following persons are liable to pay compensation in
accordance with subsection (1), namely,
(a) a person making the invitation to which the prospectus relates;
(b) a person who was a director of a body corporate making the invitation at
the time when the prospectus was published;
(c) where the invitation was made by the company to whose shares or deben
tures the invitation relates,
(i) a person who has authorised to be personally named and is named in
the prospectus as a director or as having agreed to become a director,
immediately or after an interval of time;
(ii) a promoter of the company who was a party to the preparation of the
prospectus; and
(d) a person who, pursuant to section 278 has consented to the publication of
the prospectus containing a statement by that person as an expert.
; and
(d) a person who, pursuant to section 278 has consented to the publication of
the prospectus containing a statement by that person as an expert.
(3) A person is not liable under the subsections (1) and (2) if that person proves
(a) that as regards an untrue statement, not purporting to be made on the au
thority of an expert, other than that person, or of a public official document
or statement, that person had reasonable grounds to believe and did believe
up to the time of the publication of the prospectus or, where a waiting pe
riod applies, up to the expiration of the waiting period, that the statement
was true;
(b) that as regards an omission, that person was not cognisant of the omission
up to the time of the publication of the prospectus or, where a waiting pe
riod is applicable, up to the expiration of the waiting period;
(c) that as regards an untrue statement purporting to be a statement by an ex
pert, other than that person, or contained in what purports to be a copy of or
extract from a report or valuation of an expert, it fairly represented the
statement, or was a correct and fair copy of or extract from the report or
valuation, and that that person had reasonable grounds to believe and did
believe up to the time of the publication of the prospectus that the person
making the statement was competent to make it and had given the consent
required by section 278 and had not withdrawn that consent before the date
of registration of the prospectus;
[Issue 1] III - 510
ad given the consent
required by section 278 and had not withdrawn that consent before the date
of registration of the prospectus;
[Issue 1] III - 510
ACT 179
Companies Act, 1963
(d) that as regards an untrue statement purporting to be a statement made by an
official person or contained in what purports to be a copy of or extract from
a public official document, it was a correct and fair representation of the
statement or copy of or extract from the document;
(e) that after the publication of the prospectus but before the expiration of a
waiting period that person, on becoming aware of an untrue statement in
the prospectus or omission from the prospectus withdrew the consent given
to the prospectus and gave reasonable public notice of the withdrawal and
of the reason for the withdrawal;
() that the prospectus was published without the knowledge of, and that, on
becoming aware of its publication, that person forthwith gave reasonable
public notice that it was published without the knowledge of that person.
on
becoming aware of its publication, that person forthwith gave reasonable
public notice that it was published without the knowledge of that person.
(4) A person enumerated in subparagraph (i) of paragraph (cj of subsection (2) is not
liable under subsections (1) and (2) of this section, if that person proves that having con
sented to being named as a director or as having agreed to become a director, the consent
was withdrawn before the registration of the prospectus and that it was published without
the authority or consent of that person.
rector, the consent
was withdrawn before the registration of the prospectus and that it was published without
the authority or consent of that person.
(5) A person enumerated in paragraph (d) of subsection (2) of this section is not li
able under subsections (1) and (2) of this section,
(a) if the untrue statement or omission was not made by that person;
(b) if that person proves
(i) that as regards an untrue statement made by that person, that person
was competent to make the statement and had reasonable grounds to
believe and did believe, up to the date of publication of the prospec
tus or, where a waiting period applies, up to the expiration of the
waiting period, that the statement was true;
(ii) that having given the consent under section 278 that person withdrew
it in writing before delivery of the prospectus for registration; or
(iii) that, after delivery of the prospectus for registration but before publi
cation of the prospectus, or, where a waiting period applies, before
the expiration of the waiting period, that person, on becoming aware
of the untrue statement or omission, withdrew the consent in writing
and gave reasonable public notice of the withdrawal, and of the rea
son for the withdrawal.
rue statement or omission, withdrew the consent in writing
and gave reasonable public notice of the withdrawal, and of the rea
son for the withdrawal.
(6) Where,
(a) a person is named in a prospectus as a director of a company or as having
agreed to become a director of a company, and that person has not con
sented to become a director or has withdrawn that consent before the publi
cation of the prospectus and has not authorised or consented to the publica
tion, or
(b) the consent of a person is required under section 278 to the publication of
the prospectus and that person has not given that consent or has withdrawn
it before the publication of the prospectus,
a person making the invitation to which the prospectus relates and a person who was a
director of a body corporate making the invitation at the time when the prospectus was
111-511 [Issue 1]
the prospectus relates and a person who was a
director of a body corporate making the invitation at the time when the prospectus was
111-511 [Issue 1]
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Companies Act, 1963
published, except any without whose knowledge or consent the prospectus was pub
lished, is liable to indemnify the person referred to in paragraph (a) or (b) of this subsec
tion against the damages, costs, and expenses to which that person may be made liable by
reason of the name having been inserted in the prospectus or of the inclusion in the pro
spectus of a statement purporting to be made by that person as an expert, or in contesting
a legal proceeding brought against that person in respect of the prospectus. 287. Rescission for mis-statements in a prospectus
(1) if a person acquires shares or debentures of a public company from that company
or disposes of shares or debentures of a public company to that company as a result of an
untrue statement of a material fact made, whether innocently or fraudulently, in a pros
pectus published in connection with an invitation to the public made by or on behalf of
that company, that person is, subject to subsection (2), entitled to rescind the acquisition
or disposition of the shares or debentures.
on behalf of
that company, that person is, subject to subsection (2), entitled to rescind the acquisition
or disposition of the shares or debentures.
(2) A person referred to in subsection (1) is not entitled to rescission unless that per
son claims to rescind with reasonable promptitude after discovering that the untrue state
ment was made and, in any case prior to the commencement of the winding up of the
company. 288. Voting rights of shares offered to the public
(1) An invitation shall not be made to the public to acquire shares in a public com
pany unless the voting rights attached to the shares of the company, although they may
have been issued before the commencement of this Act are required by sections 49
and 50 in the case of shares issued after the commencement of this Act. (2) Where a person makes an invitation to the public in breach of subsection (1), that
person is liable to a fine not exceeding [one thousand penalty units] and if the invitation
is made by or on behalf of the company, the company and an officer of the company who
is in default, is liable to a like fine. 289.
if the invitation
is made by or on behalf of the company, the company and an officer of the company who
is in default, is liable to a like fine. 289.
Public invitations to deposit money with public companies
(1) Despite section 265 an invitation to the public to deposit money with a public
company may be made if,
(a) the public company is licensed, under section 24 of the Companies Ordi
nance (Cap. 193) or a statutory re-enactment of that section, to carry on
banking business; or
(b) prior to the making of the invitation the written consent of the Registrar has
been obtained to the making of the invitation and the invitation is made in
accordance with the conditions and restrictions that the Registrar has
imposed. (2) The Registrar may grant or withhold the consent referred to in paragraph (b) of
subsection (1) of this section and, without prejudice to the generality of this subsection,
may require the registration with and approval by the Registrar of an advertisement or a
circular to be used in connection with the invitation. [Issue 1] 111-512
the registration with and approval by the Registrar of an advertisement or a
circular to be used in connection with the invitation. [Issue 1] 111-512
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Companies Act, 1963
(3) Where an advertisement or a circular used in connection with the invitation con
tains an untrue statement then, subject to subsection (4) of this section, a person who
made the invitation and a person who was a director of a body corporate making the invi
tation at the time when the advertisement or circular was published, is liable to pay com
pensation to the persons who deposited money with the public company on the faith of
the advertisement or circular for the loss they may have sustained by reason of the untrue
statement. (4) A person is not liable under subsection (3) of this section if that person proves,
(a) that that person had reasonable grounds to believe and did believe up to the
time of publication of the advertisement or circular that the statement was
true; or
(b) that the advertisement or circular was published without the knowledge of
that person, and that on becoming aware of its publication, that person
forthwith gave reasonable public notice that it was published without that
knowledge.
rson, and that on becoming aware of its publication, that person
forthwith gave reasonable public notice that it was published without that
knowledge.
(5) Where a person deposits money with a public company as a result of an untrue
statement of a material fact made, whether innocently or fraudulently in an advertisement
or a circular published in connection with an invitation to the public made by or on behalf
of that company that person is entitled to require the company immediately to repay the
money with interest at the yearly rate of five percent or a higher rate as may have been
agreed to be paid on the deposit. 290. Prohibition of waiver and notice clauses
A condition purporting to require or bind a person to waive compliance with any of
the sections of this Part, or purporting to affect that person with notice of a contract,
document or matter, not specifically referred to in a prospectus or statement in lieu of
prospectus, advertisement or circular, is void. 291.
ontract,
document or matter, not specifically referred to in a prospectus or statement in lieu of
prospectus, advertisement or circular, is void. 291.
Criminal liability for mis-statements
(1) Where a prospectus, an advertisement or a circular published in relation to an in
vitation to the public to acquire or dispose of shares of debentures of a company or to
deposit money with a company,
(a) contains an untrue statement, or
(b) omits truthfully to state any of the matters which, under any of the sections
of this Part, it is required to state,
a person who authorised the publication of the prospectus, advertisement or circular is
liable on conviction to a term of imprisonment not exceeding two years or to a fine not
exceeding one thousand penalty units or both, or in the case of a body corporate to a fine
not exceeding one thousand penalty units, unless that person proves, either that the untrue
or omitted statement was immaterial or that there were reasonable grounds to believe and
that person did believe, up to the time of publication of the prospectus, that the statement
was true. 111.513 (Issue 1]
onable grounds to believe and
that person did believe, up to the time of publication of the prospectus, that the statement
was true. 111.513 (Issue 1]
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Companies Act, 1963
(2) For the purposes of this section, a person has not authorised the publication of a
prospectus by reason only of that person having given the consent required by section 278
and the Registrar has not authorised the publication of an advertisement or circular by
reason of the Registrar having given the consent referred to in section 289. 291 A. Discretion of Registrar to waive or modify the application of Part A of
Chapter IV
(1) Despite any other provisions of this Act, the Registrar may waive or modify the
requirements of any of (he provisions of Part A of Chapter IV in relation to an invitation
to the public to acquire or dispose of shares or debentures of a company or to deposit
money with the company for a fixed period or payable at call whether bearing or not
bearing interest. (2) An invitation and a prospectus relating to that invitation shall be deemed to com
ply with this Act to the extent that the Registrar has waived or modified any of the
• 28
requirements. PARTB
Dividends and Transfers
292.
emed to com
ply with this Act to the extent that the Registrar has waived or modified any of the
• 28
requirements. PARTB
Dividends and Transfers
292.
Limitation on liability of shareholders in public companies to restore illegal
dividends
Where a public company pays a dividend in contravention of subsection (1) of sec
tion 71 a shareholder in the company is liable to restore to the company the amount re
ceived by the shareholder in respect of the dividend if the shareholder shows that, at the
time when the shareholder received the money, the shareholder did not know that the
payment contravened the subsection. 293. Interim dividends
(1) The directors of a public company with shares may, unless the Regulations of the
company otherwise provide, pay to the shareholders of the company interim dividends on
account of dividends to be declared by the company in accordance with section 73. (2) For the purposes of subsection (1),
(a) a dividend shall not be paid in contravention of subsection (1) of sec
tion 71, and
(b) if a payment is made in contravention of subsection (1) of section 71 the
person specified in subsection (2) of the section 71 is liable to restore the
money to the company with interest in accordance with the subsection as
qualified by section 292. 294.
(2) of the section 71 is liable to restore the
money to the company with interest in accordance with the subsection as
qualified by section 292. 294.
Restrictions on the transferability of securities of public companies
(1) Despite subsection (2) of section 95, the Regulations of a public company shall
not impose a restriction on the right to transfer any shares of the company and if the
Regulations purport to impose that restriction it shall be ineffective. 28. Inserted by section 5 of the Companies Code (Amendment) Act, 1994 (Act 474). [Issue I] 111-514
to impose that restriction it shall be ineffective. 28. Inserted by section 5 of the Companies Code (Amendment) Act, 1994 (Act 474). [Issue I] 111-514
ACT 179
Companies Act, 1963
(2) Subsection (1) shall not,
(a) prohibit a restriction on the right to transfer any shares on which there is an
unpaid liability, or
(b) preclude a company from refusing to register a transfer of shares to a per
son who is an infant or to a person found by a court of competent jurisdic
tion to be a person of unsound mind. (3) Despite subsection (2) of section 97, a public company shall not after the com
mencement of this Act issue a debenture of the company which imposes a restriction on
the right to transfer the debenture and if the debenture purports to contain that restriction
it shall be ineffective. (4) Subsection (1) shall not render ineffective a restriction contained in a debenture is
sued before the commencement of this Act or while the company was a private company. PART C
Annual Returns and Auditors
295.
ntained in a debenture is
sued before the commencement of this Act or while the company was a private company. PART C
Annual Returns and Auditors
295.
Documents to be annexed to annual returns of a public company
The annual return of a public company required by section 122 shall be accompanied
by a copy, certified by a director and the secretary of the company to be a true copy, of
every balance sheet, profit and loss account, group accounts, directors’ report and audi
tors’ report sent to members and debenture holders of the company in accordance with
section 124 during the period to which the return relates. 296. Qualification of auditors of a public company
(1) A person is not qualified for appointment as auditor of a public company whether
or not that person may have been appointed auditor of the company while it was a private
company, unless that person is, under the Chartered Accountants Act, 1963 (Act 170), a
member of the Institute of Chartered Accountants; and is not disqualified under subsec
tion (2) of this section.
ed Accountants Act, 1963 (Act 170), a
member of the Institute of Chartered Accountants; and is not disqualified under subsec
tion (2) of this section.
(2) The following persons are disqualified for appointment as auditor of a public
company, namely,
(a) an officer of the company, or of an associated company;
(b) a person who is a partner of or in the employment of an officer of the com
pany, or of an associated company;
(c) an infant;
(d) a person found by a court of competent jurisdiction to be a person of un
sound mind;
(e) a body corporate, except that members of an incorporated partnership may
be appointed in the manner provided by subsection (2) of section 134;
( 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 auditor of the company con
cerned has been given by the Court in accordance with that section;
111-515 [Issue 1]
mains in force unless leave to act as auditor of the company con
cerned has been given by the Court in accordance with that section;
111-515 [Issue 1]
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Companies Act, 1963
(g) an undischarged bankrupt, unless that bankrupt has been granted leave to
act as auditor of the company concerned by the court by which that person
was adjudged bankrupt;
(h) a person who is disqualified from acting as auditor of a company by in
strument of the Registrar under subsection (4) of this section. (3) Paragraph (b) of subsection (2) shall not disqualify a person from being appointed
as auditor by reason only of that person being a partner or in the employment of a person
acting as secretary or registration officer of the company or an associated company. (4) The Registrar may, on cause being shown, by legislative instrument, disqualify a
person from acting as auditor of a public company and may remove that disqualification. (5) A person aggrieved by a decision of the Registrar under subsection (4) has a right
of appeal to the Court. (6) A person not qualified for appointment as auditor who acts as auditor of a public
company is liable to a fine not exceeding [seven hundred and fifty penalty units] and the
company by whom that person is appointed and an officer of the company who is in de
fault is liable to a like fine.
d and fifty penalty units] and the
company by whom that person is appointed and an officer of the company who is in de
fault is liable to a like fine.
PARTD
General Meetings
297. Extra-ordinary general meetings of public companies
(1) The directors of a public company, despite anything in its Regulations, shall, on
the requisition of members of the company holding not less than one-twentieth of the
shares of the company, or, in the case of a company limited by guarantee, members of the
company representing not less than one-twentieth of the total voting rights of all the
members of the company, forthwith proceed duly to convene an extraordinary general
meeting of the company. (2) The requisition shall slate the nature of the business to be transacted at the meet
ing and shall be signed by the requisitionists and sent 10 or deposited at the registered
office of the company, and may consist of several documents in the like form each signed
by one or more requisitionists.
r deposited at the registered
office of the company, and may consist of several documents in the like form each signed
by one or more requisitionists.
(3) If the directors do not, within twenty-eight days from the date of receipt of the
requisition at the registered office of the company, proceed duly to convene a meeting for
a date not later than twenty-eight days after the receipt, the requisitionists, or any of them,
may themselves convene a meeting but a meeting so convened shall not be held after the
expiration of four months from that date. (4) The reasonable expenses incurred by the requisitionists by reason of the failure of
the directors duly to convene a meeting shall be repaid to the requisitionists by the com
pany, and the sum of money so repaid shall be retained by the company out of the fees or
other remuneration of any of the directors as were in default. [Issue 1] III - 516
money so repaid shall be retained by the company out of the fees or
other remuneration of any of the directors as were in default. [Issue 1] III - 516
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Companies Act, 1963
(5) For the purposes of this section, the directors have not proceeded duly to convene
a meeting if they do not, within twenty-eight days of the receipt of the requisition at the
registered office, cause notices of the meeting to transact the business specified in the
requisition to be given in accordance with sections 152 lo 155. PARTE
Directors
298.
notices of the meeting to transact the business specified in the
requisition to be given in accordance with sections 152 lo 155. PARTE
Directors
298.
Rotation of directors of a public company
Subject to sections 181 to 185 and section 300 and except as otherwise provided in
the company’s Regulations, the following rules shall apply to the retirement and ap
pointment of directors of a public company;
(a) at the first annual general meeting of the company, all the directors shall
retire from office, and at the annual general meeting in every subsequent
year, one-third of the directors for the time being or, if their number is not
three or a multiple of three, then the number nearest one-third, shall retire
from office;
(b) the directors to retire in every year shall be those who have been longest in
office since their last election, but, as between persons who became direc
tors on the same day those to retire shall, unless they otherwise agree
among themselves, be determined by lot;
(c) a director appointed to the office of managing director shall not, while
holding that office, be subject to retirement by rotation or be taken into ac
count in determining the rotation of retirement of directors;
(J) a retiring director is eligible for re-election;
(e) the company, at the annual general meeting at which a director retires as
provided in this section, may fill the vacated office by electing a person to
that office, and in default the retiring director shall, if offering to stand for
re-election, be deemed to have been re-elected unless at the meeting it is
expressly resolved not to fill the vacated office or unless a resolution for
the re-election of the director has been put to the meeting and lost;
() a person, other than a director retiring at the meeting shall not, unless rec
ommended by the directors, be eligible for election to the office of director
at a general meeting unless not less than three nor more than twenty-eight
days before the date appointed for the meeting, a notice in writing signed
by a member entitled to attend and vote at the meeting of the intention to
propose that person for election, and also notice in writing signed by that
person of the willingness to be elected has been left at the registered office
of the company;
(g) on an increase or a decrease in the number of directors the company may
by ordinary resolution determine in what rotation the increased or de
creased number is to retire from office.
the number of directors the company may
by ordinary resolution determine in what rotation the increased or de
creased number is to retire from office.
111-517 [Issue 1]
111-517 [Issue 1]
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Companies Act, 1963
299. Voting for directors of a public company
(1) Ata general meeting of a public company, oilier than a company limited by guar
antee, a resolution for the appointment of two or more persons as directors of the com
pany by a single resolution shall not be moved unless a resolution that it shall be so
moved has first been agreed to by the meeting without a vote being given against it. (2) A resolution moved in contravention of subsection (1) is void, whether or not its
being so moved was objected to at that time. (3) For the purposes of this section, a resolution approving appointments or nominat
ing persons for appointment shall be treated as a resolution for appointment. (4) This section shall not apply where the company’s Regulations provide for cumu
lative voting in accordance with section 300. 300. Cumulative voting for directors of a public company
(1) The Regulations of a public company may provide that directors shall be elected
by cumulative voting.
ive voting for directors of a public company
(1) The Regulations of a public company may provide that directors shall be elected
by cumulative voting.
(2) Where the Regulations provide for cumulative voting, the following rules shall
apply:
(a) despite a provision to the contrary in the company’s Regulations, the mini
mum number of directors of the company shall not be less than three and
the whole of the directors, including a managing director, shall retire from
office at each annual general meeting;
(b) the votes of each member shall, for the purposes of electing directors to fill
the resulting vacancies, be multiplied by the number of vacancies;
(c) a member may cast the resulting votes of that member in favour of one
candidate for election or may distribute them among as many candidates as
that member thinks fit;
(d) the candidates receiving the highest number of votes up to the number of
directors to be elected, shall be declared elected;
(e) despite section 185, unless the whole board of directors is removed by an
ordinary resolution duly passed in accordance with that section, a director
may not be removed under that section if the votes cast against the removal
would, when multiplied by the total number of directors, have been suffi
cient to secure the return of that director at an election of the whole board
conducted in accordance with the rules contained in paragraphs (a) to (d).
ent to secure the return of that director at an election of the whole board
conducted in accordance with the rules contained in paragraphs (a) to (d).
301. Prohibition of loans by public companies to directors
(1) A public company shall not make a loan to a person who is its director or a direc
tor of an associated company, or enter into a guarantee or provide a security in connec
tion with a loan made to that person by any other person. (2) Subsection (1) does not apply,
(a) to the making of a loan to an associated company or the entering into a
guarantee or the providing of a security in connection with a loan made to
an associated company by any other person, or
[Issue I] III - 518
ng into a
guarantee or the providing of a security in connection with a loan made to
an associated company by any other person, or
[Issue I] III - 518
ACT 179
Companies Act, 1963
(b) subject to subsection (3), in the case of a company whose ordinary business
includes the lending of money or the giving of guarantees in connection
with loans made by other persons, to anything done by the company in the
ordinary course of that business. (3) Paragraph (b) of subsection (2) shall not authorise the making of loans or the en
tering into a guarantee or the providing of a security, unless the total amount lent, guaran
teed, and secured in respect of loans to those persons does not exceed one percent of the
net assets of the company; and for the purpose of this subsection “net assets” means the
assets less the liabilities of the company as shown in the last audited balance sheet of the
company. (4) Where a company defaults in complying with this section the company and an of
ficer of the company who is in default is liable to a fine not exceeding [five hundred pen
alty units] and the directors authorising the making of the loan or the entering into the
guarantee or the providing of the security are jointly and severally liable to indemnify the
company against the loss arising from the default.
to the
guarantee or the providing of the security are jointly and severally liable to indemnify the
company against the loss arising from the default.
CHAPTER FIVE
Provisions Applicable to Non-Ghanaian Companies
302. Meaning of “external company”
(1) Sections 303 to 317, other than section 315 shall apply to all external companies
as defined in this section. (2) An external company is a body corporate formed outside the Republic which, at
or subsequently to, the commencement of this Act has an established place of business in
Ghana. (3) The expression “established place of business” means a branch, management,
share, transfer, or registration office, factory, mine, or any other fixed place of business,
but does not include an agency unless the agent has, and habitually exercises, a general
authority to negotiate and conclude contracts on behalf of the body corporate or main
tains a stock of merchandise belonging to that body corporate from which the agent regu
larly fills orders on its behalf.
f the body corporate or main
tains a stock of merchandise belonging to that body corporate from which the agent regu
larly fills orders on its behalf.
(4) For the purposes of subsection (3),
(a) a body corporate does not have an established place of business in the Re
public merely because it carries on business dealings in the Republic
through a genuine broker or general commission agent acting in the ordi
nary course of business as a broker or general commission agent;
(b) the fact that a body corporate has a subsidiary which is incorporated, resi
dent, or carrying on business in the Republic, whether through an estab
lished place of business or otherwise, shall not of itself constitute the place
of business of that subsidiary an established place of business of that body
corporate. 111-519 [issue 1]
se, shall not of itself constitute the place
of business of that subsidiary an established place of business of that body
corporate. 111-519 [issue 1]
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Companies Act, 1963
303.
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Companies Act, 1963
303.
Documents to be delivered to Registrar by external company
(1) External companies which, after the commencement of this Act establish a place
of business in Ghana shall, within one month of the establishment of the place of busi
ness, deliver to the Registrar for registration
(a) a certified copy of the charter, statutes, regulations, memorandum and arti
cles, or any other instrument constituting or defining the constitution of the
company, in a language acceptable to the Registrar;
(b) a statement in duplicate in the prescribed form giving the following par
ticulars regarding the company;
(i) its name;
(ii) the nature of its business or businesses or other main objects;
(iii) the present forenames and surname and a former forename or sur
name, and the address and business occupation of one person or
more persons, in this Act referred to as a local manager, authorised
to manage the business of the company in Ghana;
(iv) if the company has shares, the number and nominal value of its
authorised and issued shares, the amount paid up on the shares and
the amount remaining payable on the shares distinguishing between
the amounts paid and payable in cash and the amounts paid and pay
able otherwise than in cash;
(v) the address of its registered or principal office in the country of its
incorporation;
(vi) the address of its principal place of business in Ghana and the num
ber of its post office box;
(vii) the name and address in Ghana of a person, in this Act referred to as
a process agent, authorised by the company to accept service of
process and other documents on its behalf;
(c) the particulars, and copies, of the charges on the property of the company
that are required to be delivered for registration in accordance with sec
tion 310, or, if there are no charges, a statement in the prescribed form to
that effect.
ired to be delivered for registration in accordance with sec
tion 310, or, if there are no charges, a statement in the prescribed form to
that effect.
(2) External companies which at the commencement of this Act already have an es
tablished place of business in Ghana shall, within six months after the commencement of
this Act, send to the Registrar for registration the documents referred to in subsection (1)
of this section.29
(3) The Registrar shall register the documents in the register of external companies
and publish the particulars contained in the statement referred to in paragraph (b) of sub
section (1) in the Gazette. (4) For the purposes of subparagraph (iii) of paragraph (b) of subsection (1) and
section 309
(a) in the case of a person usually known by a title different from the surname,
the expression “surname” means that title;
29. Spent. (Issue 1] III-520
) in the case of a person usually known by a title different from the surname,
the expression “surname” means that title;
29. Spent. (Issue 1] III-520
ACT 179
Companies Act, 1963
(b) reference to a former name shall not include,
(i) in the case of a person usually known by a title, the name by which
that person was known prior to the succession to that title;
(ii) a name changed or disused before the person bearing the name at
tained the age of eighteen years, or changed or disused for a period
of not less than twenty years;
(iii) in the case of a married woman, the name by which she was known
prior to the marriage. 304. Returns required on alteration of registered particulars
(1) Where an alteration is made in the charter, statutes, regulations, memorandum and
articles, or any other instrument referred to in paragraph (a) of subsection (1) of section 303,
the company shall, within two months of the effective date of the alteration, deliver to the
Registrar for registration notice in the prescribed form giving details of the alteration.
ths of the effective date of the alteration, deliver to the
Registrar for registration notice in the prescribed form giving details of the alteration.
(2) Where an alteration is made in any of the particulars contained in the statement
referred to in paragraph (b) of subsection (1) of section 303, the company shall, within
the times prescribed by the subsection (3) or (4) of this section, deliver to the Registrar
for registration notice in the prescribed form in duplicate giving details of the alteration. (3) In the case of an alteration in any of the particulars referred to in subparagraph (i),
(ii), (iv) or (v) of paragraph (b) of subsection (1) of section 303, the notice required by
subsection (2) of this section shall be delivered to the Registrar within two months after
the effective dale of the alteration. (4) In the case of an alteration in any of the particulars referred to in subparagraph (iii),
(vi) or (vii) of paragraph (b) of subsection (1) of section 303, the notice required by sub
section (2) of this section shall be delivered to the Registrar within twenty-eight days of
the date of the alteration, and the Registrar shall publish the particulars in the notice in
the Gazette. 305.
e Registrar within twenty-eight days of
the date of the alteration, and the Registrar shall publish the particulars in the notice in
the Gazette. 305.
Local managers
(1) An external company shall not appoint a person as its local manager or cause a
person to be named as its local agent in a statement or notice delivered to (he Registrar
under this Act unless that person is competent, in accordance with of section 182, to be
appointed a director of a company formed in the Republic in under this Act. (2) The acts of a person registered as the local manager of an external company while
carrying on the business in Ghana of that company shall bind the company unless the
local manager does not have authority so to act and the person with whom the local man
ager was dealing had actual knowledge of the absence of authority, or, having regard to
the local manager’s position with or relationship to the company, ought to have known of
the absence of authority. 306. Service on external company
(1) A process of any other document shall be sufficiently served on an external com
pany if delivered or sent by post to the person last registered as the company’s process
agent at the last registered address of that agent even if the process agent refuses to accept
service or the company has ceased to maintain a place of business in Ghana.
gistered address of that agent even if the process agent refuses to accept
service or the company has ceased to maintain a place of business in Ghana.
111-521 [Issue I ]
111-521 [Issue I ]
ACT 179
Companies Act, 1963
(2) Subsection (1) shall not apply to service of a document,
(a) if the company was struck off the register of external companies under sec
tion 312 more than six years previously; or
(b) if one person was last registered as process agent and that person is dead
or, in the case of a body corporate, dissolved; or
(c) if two or more persons were last registered as process agents and each of
those persons is dead, or in the case of a body corporate, dissolved. (3) Where,
(a) a registration of the name and address of a person as the process agent of
an external company has not been effected, or
(b) subsection (1) does not apply by reason of paragraph (b) or (c) of sub
section (2),
a process or any other document shall be sufficiently served on the company if delivered
or sent by post to a place of business of the company in Ghana or, if the company has
ceased to have a place of business in Ghana, to the registered office or principal place of
business of the company in the country of its incorporation.
ased to have a place of business in Ghana, to the registered office or principal place of
business of the company in the country of its incorporation.
(4) A document to be served by post on an external company shall be posted in a
time that will admit of its being delivered in due course of delivery within the time pre
scribed for the service of the document; and in proving service it shall be sufficient to
prove that a letter containing the document was properly addressed, prepaid, and posted,
whether or not by registered post. (5) Where it is proved that a document was in fact received by a local manager or a
process agent or by the board of directors, managing director or secretary of the external
company the document shall be deemed to have been served on that company although
service may not have been effected in accordance with subsection (4). (6) This section shall not derogate from the power of a court to direct how service
shall be effected of a document relating to legal proceedings before that court. 307.
all not derogate from the power of a court to direct how service
shall be effected of a document relating to legal proceedings before that court. 307.
Accounts of external company
(1) An external company shall, once in every year at intervals of not more than fif
teen months, make out and deliver to the Registrar for registration a profit and loss ac
count and balance sheet and, if the company is a holding company, group accounts, in the
form and containing the same particulars as the accounts which, under paragraph (a) of
subsection (1) of section 124 the directors would have been required to send to the mem
bers and debenture holders of the company if it were a company formed in Ghana under
this Act. (2) The Registrar may accept for registration a profit and loss account, a balance
sheet and group accounts prepared in the form required under the law of the place of the
company’s incorporation if, in the Registrar’s opinion, the accounts give substantially the
same, or greater, information as that required to be given in the accounts referred to in
section 124. (3) The accounts mentioned in subsection (1) shall be in a language acceptable to the
Registrar. [Issue 1] 111-522
ccounts referred to in
section 124. (3) The accounts mentioned in subsection (1) shall be in a language acceptable to the
Registrar. [Issue 1] 111-522
ACT 179
Companies Act, 1963
(4) Although the profit and loss account, the balance sheet and the group accounts
prepared in the form required under the law of the place of the company’s incorporation
do not give substantially as much information as that required in the accounts referred to
in section 124, the Registrar may, nevertheless agree to accept the accounts for registra
tion in compliance with subsection (1) of this section; but in that event, subject as pro
vided by subsection (7) of this section, the company shall also deliver to the Registrar for
registration, in a language acceptable to the Registrar
(a) a profit and loss account, made out as nearly as may be in the form and
containing the particulars required by section 125 and giving a true and fair
view of the profit or loss, during the period to which it relates, on the com
pany’s operations in Ghana as if the operations had been conducted by a
separate company formed in Ghana under this Act;
(b) a statement as at the end of the company’s financial year showing the com
pany’s assets locally situated in Ghana classified, distinguished and valued
in accordance with section 126 and Part Two of the Fourth Schedule, and
the nature and amount of any specific charges on the assets; and
(c) a report on the account and statement referred to in paragraphs (a) and (b)
of this subsection by an auditor qualified in accordance with section 296
stating that in the auditor’s opinion and to (he best of the information avail
able the accounts and statements are in accordance with the books and re
cords of the company and give the information required by this Act in the
manner required and give a true and fair view of the matters slated.
and re
cords of the company and give the information required by this Act in the
manner required and give a true and fair view of the matters slated.
(5) Subsection (4) shall not apply to a company which,
(a) has at any time made in Ghana an invitation to the public to acquire any of
its shares or debentures or to deposit money with it; or
(b) has issued shares or debentures which are for the time being dealt in on a
stock exchange in Ghana. (6) In the profit and loss account referred to in paragraph (a) of subsection (4), the
company is entitled to make the apportionments and to add the notes and explanations
that, in its opinion, are necessary or desirable in order to give a true and fair view of the
profit or loss on its operations in Ghana and for this purpose may debit a reasonable rale
of interest on capital employed in Ghana. (7) Although the Registrar agrees to accept a profit and loss account, a balance sheet
and group accounts under subsection (4), the Registrar may waive compliance with para
graphs (a), (b) and (c) of that subsection or any of those paragraphs if satisfied that com
pliance with any of them is impracticable having regard to the nature of the company’s
operations in Ghana.
of those paragraphs if satisfied that com
pliance with any of them is impracticable having regard to the nature of the company’s
operations in Ghana.
(8) In relation to the accounts and statements referred to in this section the Registrar
shall have the same powers to modify the requirements of Paris One, Two and Three of
the Fourth Schedule as the Registrar has in relation to companies formed in Ghana under
this Act. (9) This section does not apply to an external company carrying on banking business
in Ghana under a licence granted pursuant to section 24 of the Companies Ordinance,
111-523 [Issue I)
an external company carrying on banking business
in Ghana under a licence granted pursuant to section 24 of the Companies Ordinance,
111-523 [Issue I)
ACT 179
Companies Act, 1963
(Cap. 193) or a statutory re-enactment of that section, unless that company,
(a) has at any time made in Ghana an invitation to the public to acquire any of
its shares or debentures, or
(6) has issued shares or debentures which are for the time being dealt in offi
cially on a stock exchange in Ghana. (10) Where this section applies to a banking company referred to in subsection (9)
the exemptions referred to in Part Four of the Fourth Schedule shall apply to the accounts
and balance sheet of that company. (11) Where it appears to the Minister that it is desirable in the public interest, the
Minister may, by legislative instrument, direct that, in the case of an external company or
class of external company, this section shall not apply or shall apply subject to the excep
tions and modifications that are specified in the instrument. 308.
external company, this section shall not apply or shall apply subject to the excep
tions and modifications that are specified in the instrument. 308.
Obligation to state name, etc., of external company
(1) An external company shall,
(a) conspicuously exhibit on every place where it carries on business in Ghana
the name of the company, the country in which the company is incorpo
rated, and, if the liability of the members is limited, the fact that it is so
limited;
(b) cause the name of the company and of the country in which it is incorpo
rated, and if the liability of the members is limited the fact that it is so lim
ited, to be staled in legible letters at the head of the business letters of the
company despatched in Ghana. (2) Where the name of the company is in a foreign language, the requirements of this
section relating to the name of the company are fulfilled if the company exhibits and
stales a translation of the name in a language acceptable to the Registrar. (3) The fact that the word "limited", or its equivalent in a foreign language, forms
part of the company’s name is not a sufficient compliance with the obligations imposed
by this section relating to the exhibition and stating of the fact that the liability of the
members is limited. 309.
nce with the obligations imposed
by this section relating to the exhibition and stating of the fact that the liability of the
members is limited. 309.
Publication of names of local managers
(1) An external company shall, in the trade circulars and business letters on or in
which the company’s name appears and which are despatched in Ghana by or on behalf
of the company, state in legible letters with respect to each local manager,
(a) the present forenames or initials and the present surname of the local man
ager, and
(b) a former forename or surname of the local manager. (2) If special circumstances exist which render it in the opinion of the Registrar ex
pedient that an exemption should be granted, the Registrar may, by legislative instrument,
grant, subject to the conditions specified in the instrument, exemption from the obliga
tions imposed by this section in respect of a company. (3) Subsection (4) of section 303 shall apply to this section. [Issue 1] 111-524
rom the obliga
tions imposed by this section in respect of a company. (3) Subsection (4) of section 303 shall apply to this section. [Issue 1] 111-524
ACT 179
Companies Act, 1963
310. Registration of particulars of charges
(I) Part L of Chapter Two shall extend to charges on properly in Ghana which are, or
have been, created, and to charges on properly in Ghana which is acquired, by an external
company. (2) For the purposes of subsection (1),
(a) particulars of charges created prior to the date when the external company
had an established place of business in Ghana, and
(b) particulars of charges created prior to the commencement of this Act,
are duly registered if particulars of those charges are duly delivered to the Registrar for
registration in accordance with section 303 and the failure to register any of those charges
as is referred to in paragraph (a) or (b) of this subsection shall not affect the validity of
the charge. 311.
ailure to register any of those charges
as is referred to in paragraph (a) or (b) of this subsection shall not affect the validity of
the charge. 311.
Notification of winding up of external company
(1) Where, in the case of an external company,
(a) a winding up order is made by a court of the country in which the company
is incorporated, or
(b) a resolution is passed or any other appropriate proceedings are taken in that
country to lead to the voluntary winding up of the company, or
(c) the company is dissolved or otherwise ceases to exist according to the law
of the country in which it was incorporated,
the local managers and process agents of the company shall, within twenty-eight days
after that event, give notice in the prescribed form of that event to the Registrar who shall
register the same and publish the particulars contained in the notice in the Gazette. (2) Where any of the events that are referred to in paragraph (a) or (b) of subsection (1)
has occurred, the local managers of the company shall, on every invoice, order or busi
ness letter issued in Ghana by or on behalf of the company, which is a document on or in
which the company’s name appears, cause a statement to appear in legible letters to the
effect that the company is being wound up in the country where it is incorporated.
name appears, cause a statement to appear in legible letters to the
effect that the company is being wound up in the country where it is incorporated.
(3) A person who in Ghana carries on, or purports to carry on, business on behalf of
the company after the date on which it was dissolved or has otherwise ceased to exist in
the country in which it was incorporated, is liable to a fine not exceeding [twenty-five
penalty units] for each day during which that person continues so to do. (4) This section does not derogate from the provisions of the Bodies Corporate (Official
Liquidations) Act, 1963 (Act 180) enabling an external company, whether or not it has been
dissolved or has otherwise ceased to exist according to the law of the country in which it
was incorporated, to be wound up under that Act. 312. Cessation of business of external company
(1) Where an external company ceases to have an established place of business in
Ghana it shall within twenty-eight days after so ceasing, give nolice of cessation to the
Registrar in the prescribed form in duplicate and the Registrar shall register the cessation
and publish a copy of the notice in the Gazette. 111-525 (Issue 1]
in the prescribed form in duplicate and the Registrar shall register the cessation
and publish a copy of the notice in the Gazette. 111-525 (Issue 1]
ACT 179
Companies Act, 1963
(2) The Registrar shall then strike the name of the company off the register of exter
nal companies. (3) After notice is given to the Registrar in accordance with subsection (1) and while
the company does not have an established place of business in Ghana then, except as pro
vided in subsection (6), a person shall not be under an obligation to deliver a document
relating to the company to the Registrar pursuant to sections 302 to 311. (4) Where the Registrar has reasonable cause to believe that an external company has
ceased to have a place of business in Ghana, the Registrar may send by registered post to
the registered local manager and process agent and, if more than one, to all of those per
sons, a letter enquiring whether the company is maintaining an established place of busi
ness in Ghana. (5) If the Registrar receives an answer to the effect that the company has ceased to
have an established place of business in Ghana or does not, within three months, receive
a reply, the Registrar may strike the name of the company off the register of external
companies.
s in Ghana or does not, within three months, receive
a reply, the Registrar may strike the name of the company off the register of external
companies.
(6) At any time within six years after the date on which the company was struck off
the register of external companies under subsections (1) and (2) or (4) and (5) of this sec
tion a person has the right to inspect the documents relating to that company; and during
those six years the company shall, despite subsection (3), continue to be under the obliga
tion imposed by section 304 to give notice of an alteration in the names of the company’s
process agent. 313. Penalties and disabilities
(1) Where an external company or a local manager or process agent of an external
company fails to comply with any of the obligations imposed on it or that manager or
agent by sections 302 to 312 the external company which, and a local manager or process
agent who, is in default is liable to a fine not exceeding [two hundred and fifty penalty
units] or, in the case of a continuing default [five penalty units] for every day during
which the default continues.
g [two hundred and fifty penalty
units] or, in the case of a continuing default [five penalty units] for every day during
which the default continues.
(2) Where there is a default in delivering to the Registrar a document required to be
delivered for registration pursuant to sections 302 to 312 the rights of the external com
pany concerned under or arising out of a contract made in Ghana during that time that the
default continues shall not be enforceable by action or any other legal proceedings.
arising out of a contract made in Ghana during that time that the
default continues shall not be enforceable by action or any other legal proceedings.
(3) For the purposes of subsection (2),
(a) the external company may apply to the Court for relief against the disabil
ity imposed by that subsection and the Court, on being satisfied that it is
just and equitable to grant relief, may grant a 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 against the
external company in respect of the contract;
(c) if an action or a proceeding is commenced by any other party against the
external company to enforce the rights of that party in respect of that con
tract, subsection (2) shall not preclude the external company from enforc
ing in that action or proceeding by way of counterclaim, set off or other
wise, the rights that it has against that party in respect of that contract. [Issue 1] III-526
or proceeding by way of counterclaim, set off or other
wise, the rights that it has against that party in respect of that contract. [Issue 1] III-526
ACT 179
Companies Act, 1963
314. Control of public invitations relating to external companies
(1) Where a person makes in Ghana an invitation to the public to acquire or dispose
of shares or debentures of an external company or to deposit money with an external
company for a fixed period or payable at call, whether bearing or not bearing interest,
then, subject to any other provisions of this Act the provisions of Part W of Chapter Two
and of Part A of Chapter Four shall apply as if the external company were a public com
pany within the meaning of this Act. (2) The Registrar may waive or modify the requirements of any of the provisions of
Part A of Chapter Four in relation to a public invitation that is referred to in subsection (1)
of this section. (2A) An invitation and a prospectus relating to that invitation shall be deemed to
comply with this Act to the extent that the Registrar has waived or modified any of the
requirements.
s relating to that invitation shall be deemed to
comply with this Act to the extent that the Registrar has waived or modified any of the
requirements.
(3) Where the invitation to the public is a general invitation within the meaning of
section 276 the prospectus, in addition to complying with the Seventh Schedule subject to
the modifications made in accordance with subsection (2) and subject to section 277 shall
also contain particulars with respect to
(a) the instrument constituting or defining the constitution of the company,
(b) the enactments, or provisions having the force of an enactment, by or under
which the incorporation of the company was effected,
(c) an address in Ghana where copies of the documents referred to in para
graphs (a) and (b) or, if those documents are in a foreign language, certi
fied translations of those documents can be inspected, and
(d) the date on which and the country in which the company was incorporated. (4) A prospectus registered and an advertisement or a circular published in connec
tion with that invitation shall state the country in which the external company is incorpo
rated and the address of its principal place of business in Ghana. (5) Unless this section is complied with the making of the invitation is a breach of
section 265. 315.
ss of its principal place of business in Ghana. (5) Unless this section is complied with the making of the invitation is a breach of
section 265. 315.
Control of public invitations relating to other non-Ghanaian companies
(1) For the purposes of this section and section 316, the expression “non-Ghanaian
company” means an association incorporated or to be incorporated outside Ghana not
being an external company as defined in section 302. (2) Where a person makes in Ghana an invitation to the public which is either,
(a) a general invitation, as defined by section 276 to acquire shares or deben
tures of a non-Ghanaian company, or
30. Inserted by section 6 of the Companies Code (Amendment) Act, 1994 (Act 474). 111 -527 [Issue 1]
hares or deben
tures of a non-Ghanaian company, or
30. Inserted by section 6 of the Companies Code (Amendment) Act, 1994 (Act 474). 111 -527 [Issue 1]
ACT 179
Companies Act, 1963
(b) an invitation to deposit money with a non-Ghanaian company for a fixed
period or payable at call whether bearing or not bearing interest,
then, subject to any other provision of this Act, Part W of Chapter Two and Part A of
Chapter Four shall apply as if the non-Ghanaian company were a public company within
the meaning of this Act, and subsections (2) and (3) of section 314 shall apply as if that
company were an external company. (3) A prospectus, an advertisement or a circular registered or published in connection
with that invitation shall state the country in which the non-Ghanaian company is incor
porated and, if the liability of its members is limited shall so state. (4) Unless this section is complied with, the making of the invitation is a breach of
section 265.
liability of its members is limited shall so state. (4) Unless this section is complied with, the making of the invitation is a breach of
section 265.
(5) Sections 286, 287, 290 and 291 shall apply in relation to an invitation to the pub
lic to acquire or dispose of shares or debentures of a non-Ghanaian company, whether or
not an invitation of the types referred to in subsection (2) of this section, and sec
tions 289, 290 and 291 shall apply in relation to an invitation to the public to deposit
money with a non-Ghanaian company, as if the company were a public company within
the meaning of this Act. 316. Application of sections 266 and 267 to external and non-Ghanaian companies
(1) For the purposes of sections 302 to 315 the expression “invitation to the public”
bears the meaning assigned to it in section 266; but an invitation made by or on behalf of
an external or non-Ghanaian company exclusively to its existing shareholders and deben
ture holders, which is not greater in number than is prescribed by subsection (3) of sec
tion 9, and its existing employees is not an invitation to the public unless the invitation is
of the type referred to in paragraph (c) or (d) of subsection (1) of section 266.
mployees is not an invitation to the public unless the invitation is
of the type referred to in paragraph (c) or (d) of subsection (1) of section 266.
(2) Section 267 shall apply to an invitation to the public made in respect of shares or
debentures of external and non-Ghanaian companies. 317. Interpretation
For the purposes of sections 302 to 316,
“certified” means that the document concerned has endorsed on the document a
certificate, to the effect that it is a true and complete copy of the original, or an accu
rate translation of the original, under the seal of the company or signed by a director
and the secretary of the company;
“secretary” includes a person occupying the position of secretary by whatever
name called. [Issue 1] III-528
irector
and the secretary of the company;
“secretary” includes a person occupying the position of secretary by whatever
name called. [Issue 1] III-528
ACT 179
Companies Act, 1963
(b) an invitation to deposit money with a non-Ghanaian company for a fixed
period or payable at call whether bearing or not bearing interest,
then, subject to any other provision of this Act, Part W of Chapter Two and Part A of
Chapter Four shall apply as if the non-Ghanaian company were a public company within
the meaning of this Act, and subsections (2) and (3) of section 314 shall apply as if that
company were an external company. (3) A prospectus, an advertisement or a circular registered or published in connection
with that invitation shall state the country in which the non-Ghanaian company is incor
porated and, if the liability of its members is limited shall so state. (4) Unless this section is complied with, the making of the invitation is a breach of
section 265.
liability of its members is limited shall so state. (4) Unless this section is complied with, the making of the invitation is a breach of
section 265.
(5) Sections 286, 287, 290 and 291 shall apply in relation to an invitation to the pub
lic to acquire or dispose of shares or debentures of a non-Ghanaian company, whether or
not an invitation of the types referred to in subsection (2) of this section, and sec
tions 289, 290 and 291 shall apply in relation to an invitation to the public to deposit
money with a non-Ghanaian company, as if the company were a public company within
the meaning of this Act. 316. Application of sections 266 and 267 to external and non-Ghanaian companies
(1) For the purposes of sections 302 to 315 the expression “invitation to the public”
bears the meaning assigned to it in section 266; but an invitation made by or on behalf of
an external or non-Ghanaian company exclusively to its existing shareholders and deben
ture holders, which is not greater in number than is prescribed by subsection (3) of sec
tion 9, and its existing employees is not an invitation to the public unless the invitation is
of the type referred to in paragraph (c) or (d) of subsection (1) of section 266.
mployees is not an invitation to the public unless the invitation is
of the type referred to in paragraph (c) or (d) of subsection (1) of section 266.
(2) Section 267 shall apply to an invitation to the public made in respect of shares or
debentures of external and non-Ghanaian companies. 317. interpretation
For the purposes of sections 302 to 316,
“certified” means that the document concerned has endorsed on the document a
certificate, to the effect that it is a true and complete copy of the original, or an accu
rate translation of the original, under the seal of the company or signed by a director
and the secretary of the company;
“secretary” includes a person occupying the position of secretary by whatever
name called. [Issue 1] III-528
irector
and the secretary of the company;
“secretary” includes a person occupying the position of secretary by whatever
name called. [Issue 1] III-528
ACT 179
Companies Act, 1963
CHAPTER SIX
Snpplementaiy
PART A
Unit Trusts and Mutual Funds
318. Unit Trusts"
(1) For the purposes of this Act, “unit trust,, means an arrangement by which securi
ties or any other property, other than a charge to secure the debentures of one body cor
porate. are vested in trustees and the beneficial interest in the securities or other prop
erty is divided into units, sub-units or other interests by whatever name called, in this Act
referred to as units, with a view to an invitation being made to the public to acquire those
units or any of them. (2) The Registrar may and subject to the conditions and restrictions that the Regis
trar thinks fit, by legislative instrument declare a unit trust, whether established in Ghana
or elsewhere, to be an authorised unit trust for the purposes of this Act. (3) An instrument under subsection (2) shall not be made unless the manager and the
trustees have delivered to the Registrar particulars of an address in Ghana for service of
notices and documents.
t be made unless the manager and the
trustees have delivered to the Registrar particulars of an address in Ghana for service of
notices and documents.
(4) Where the Registrar considers that,
(a) the instrument declaring a unit trust to be an authorised unit trust should
be revoked, or
(b) the terms of the instrument should be varied,
the Registrar may serve on the manager and the trustee of the unit trust a written notice
that the Registrar is considering the revocation of the instrument or, a specified variation
of its conditions or restrictions and inviting the manager and the trustee to make, within a
period of one month from the date ofservice of the notice, any representations they may
desire to make with respect to the proposed revocation or variation of the instrument. (5) The Registrar may revoke or vary the instrument after the expiration of the period
specified in subsection (3) but, before deciding whether or not to revoke or vary the in
strument, the Registrar shall take into consideration any representations so made by the
manager or trustee and if either of them so requests, afford them an opportun ity of being
heard by the Registrar within that period.
s so made by the
manager or trustee and if either of them so requests, afford them an opportun ity of being
heard by the Registrar within that period.
(6) A person shall not make an invitation to the public to acquire any units in any
unit trust unless,
(a) the unit trust is for the time being an authorised unit trust; and
(b) the restrictions and conditions imposed by the Registrar when declaring
that unit trust to be an authorised unit trust, including any conditions re
garding approval of the terms of any invitation, have been duly complied
with. 31. Repealed by section 146 of the Securities Industries Act, 1993 (P.N.D.C.L. 333). 111-529 [Issue 1]
f any invitation, have been duly complied
with. 31. Repealed by section 146 of the Securities Industries Act, 1993 (P.N.D.C.L. 333). 111-529 [Issue 1]
ACT 179
Companies Act, 1963
(7) Where an invitation to the public is made in breach of subsection (6) the persons
making the invitation and an officer who is in default or any body corporate making the
invitation is liable on conviction in the case of a body corporate to a fine not exceeding
[one thousandpenalty units] and in any other case to a term of imprisonment not exceeding
two years or to a fine not exceeding [five hundred penalty units] or to both that impris
onment andfine. (8) Where as a result of an invitation to the public in breach ofsubsection (6) a per
son acquires any units in a unit trust that person is entitled to rescind the acquisition and,
either in addition to or instead of rescinding, to recover compensation for the loss sus
tained by that person from any other person who is liable, whether convicted or not, in
respect ofthe breach. (9) On the application of the Registrar the Court may order the Registrar to appoint
one or more competent inspectors to investigate and report on the administration of a
unit trust if it appears to the Court,
(a) that it is in the interests ofunit holders so to do, and
(b) that the matter is one ofpublic concern.
of a
unit trust if it appears to the Court,
(a) that it is in the interests ofunit holders so to do, and
(b) that the matter is one ofpublic concern.
(10) Subsection (3) o] section 220 shall apply to an application under subsection (9)
and section 223 and, so far as appropriate, section 224 shall apply to an investigation
under subsection (9) with the substitution for references to the company and its affairs of
references to the manager ofthe unit trust and to the administration ofthe unit trust. (11) The expenses of an investigation under subsections (9) and (10) shall be de
frayed by the Registrar out ofmoneys provided by Parliament. (12) A notice to be served on a manager or trustee of an authorised unit trust may be
served by post in a letter addressed to the manager or trustee at the address for service
delivered to the Registrar pursuant to subsection (3) and shall be deemed to be effected
forty-eight hours after the letter containing the notice is posted. 319.
o the Registrar pursuant to subsection (3) and shall be deemed to be effected
forty-eight hours after the letter containing the notice is posted. 319.
Mutualfunds32
(1) Where the Registrar is satisfied that a body corporate, being a public company
within the meaning of this Act or an external company having an established place of
business in Ghana within the meaning ofsection 302 has been incorporatedfor the pur
poses of holding and managing securities or other property, and that in the Regulations
of the body corporate or in any other instrument binding the body corporate satisfactory
arrangements are made for ensuring,
(a) that if an invitation is made to the public to subscribe for its shares the
price at which the shares are offered shall be based on the net value of its
assets at the time of the offer without an addition except for a reasonable
service charge, and
(b) that the body corporate will at any time repurchase any of those shares from
the holder of those shares at a price based on the net value of its assets
32. Repealed by section 14 of the Securities Industrial (Amendment) Act, 2000 (Act 590). [Issue 1] III-530
price based on the net value of its assets
32. Repealed by section 14 of the Securities Industrial (Amendment) Act, 2000 (Act 590). [Issue 1] III-530
ACT 179
Companies Act, 1963
at the time ofthe repurchase without a deduction except for a reasonable service charge,
the Registrar may and subject to the conditions and restrictions that the Registrar thinks
fit, by legislative instrument declare that body corporate to be an authorised mutualfund
for the purposes of this Act and, by that instrument, may direct that so long as that body
corporate remains an authorised mutualfund
(a) any of the provisions of sections 59 to 63, 66 and 67, 275 to 279, 281
to 284 and 314 shall not have ejfect in relation to that body corporate or to
invitations to the public to acquire or dispose of its shares, or
(b) any of those provisions shall have ejfect with the modifications that are
specified in the instrument.
lic to acquire or dispose of its shares, or
(b) any of those provisions shall have ejfect with the modifications that are
specified in the instrument.
(2) Where the Registrar considers that a legislative instrument made under subsec
tion (1) should be revoked or that the terms of the instrument should be varied, the Regis
trar may serve on the body corporate a written notice that the Registrar is considering
the revocation of the instrument or a specified variation of its conditions, restrictions or
directions, and inviting the body corporate to make, within one month from the date of
service of the notice, any representations it may desire to make with respect to the pro
posed revocation or variation. (3) The Registrar may revoke or vary the instrument after the expiration of the one
month, but, before deciding whether or not to revoke or vary the instrument, the Registrar
shall take into consideration any representations so made by the body corporate and, if it
so requests, ajford it an opportunity of being heard by the Registrar within that period.
any representations so made by the body corporate and, if it
so requests, ajford it an opportunity of being heard by the Registrar within that period.
(4) Where an authorised mutual fund commits a breach or non-observance of any oj
the conditions or restrictions in the instrument declaring it to be an authorised mutual
fund an officer of the body corporate who is in default is 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. PART B
Miscellaneous Offences
320.
exceeding two years or to a fine not exceeding five hundred penalty units or to both
the imprisonment and the fine. PART B
Miscellaneous Offences
320.
Inducing persons to invest
(1) A person who by a statement, promise or forecast which is untrue, misleading,
false or deceptive induces or attempts to induce another person to enter into or offers to
enter into,
(a) an agreement for or with a view to acquiring, disposing of, or underwriting,
securities, or lending or depositing money to or with a body corporate, or
(b) an agreement the purpose or pretended purpose of which is to secure a
profit to any of the parties from the yield of securities or by reference to
fluctuations in the value of securities,
commits an offence and is liable to a term of imprisonment not exceeding seven years
unless it is proved that there were reasonable grounds to believe and that person did be
lieve that the statement was true or that the promise or forecast was not misleading, false
or deceptive. Ill - 531 [Issue 1]
e and that person did be
lieve that the statement was true or that the promise or forecast was not misleading, false
or deceptive. Ill - 531 [Issue 1]
ACT 179
Companies Act, 1963
(2) A person who, by a dishonest concealment of material facts induces or attempts
to induce another person to enter into any of the transactions referred to in subsection (1)
commits an offence and is subject to the punishment prescribed by subsection (1). 321. Penalty for false statements
(I) A person who in a return, report, certificate, an account, or any other document
required under a provision of this Act to be sent to the Registrar wilfully makes a false
statement, knowing it to be false, 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 or to both the imprisonment and the fine. (2) Subsection (1) does not affect the liability of a body corporate or any other person
under any other section of this Act or any other enactment; but the penalties imposed by
this section shall be alternative, and not additional to the penalties imposed by the other
section or enactment. 322.
t; but the penalties imposed by
this section shall be alternative, and not additional to the penalties imposed by the other
section or enactment. 322.
Penalty for improper use of “incorporated” or “limited”
Where a person trades or carries on business in Ghana under a name or title
(a) of which the words “incorporated”, “corporation” or a contraction or an
imitation of those words or any equivalent in any other language forms
part, or
(b) of which the word “limited” or a contraction or an imitation of the word or
any equivalent in any other language,
is the last word, that person is unless duly incorporated under this Act or any other en
actment and, where “limited” or a contraction or an imitation of that word is the last
word, unless duly incorporated with limited liability, liable to a fine not exceeding
[twenty-five penalty units] for every day during which that name or title has been used. 323.
d with limited liability, liable to a fine not exceeding
[twenty-five penalty units] for every day during which that name or title has been used. 323.
Publication of misleading statements regarding shares or capital
(1) A body corporate shall not state the number of the authorised or issued shares of
that body corporate or the amount of its capital in a notice, an advertisement, a business
letter or any other publication of the body corporate unless the statement includes with
equal prominence accurate particulars of the number of shares issued, and of the stated
and paid up capital of the body corporate. (2) In the event of a breach of subsection (1), the body corporate and an officer of the
body corporate who is in default is liable to a fine not exceeding [seven hundred and fifty
penalty units]. PARTC
Legal Proceedings
324. Representative actions
Where, under a section of this Act it is provided that if legal proceedings are instituted
by a person that person shall sue in a representative capacity on behalf of that person and
[Issue I] III-532
that if legal proceedings are instituted
by a person that person shall sue in a representative capacity on behalf of that person and
[Issue I] III-532
ACT 179
Companies Act.
ACT 179
Companies Act.
1963
any other members of a class,
(a) that person may commence proceedings in that representative capacity
without obtaining the consent and approval of any other member of the
class represented and, subject to paragraph (b) of this section that person
shall have the sole conduct of the action and any other member of the class
shall not be regarded as a party to the proceedings or in any way liable for
the costs of the proceedings;
(b) a member of the class represented may at any time prior to final judgement
apply to the Court for leave to be made a party to the proceedings whether
as co-plaintiff or otherwise and the Court may grant leave on the terms re
garding the conduct of the action and otherwise that it thinks fit; and if the
leave is granted the applicant shall become a parly to the proceedings and
liable accordingly to have an order for costs made against that applicant;
(c) a judgement given in the action shall bind and enure for the benefit of the
member of the class represented, whether or not they have intervened in the
proceedings in accordance with paragraph (b) of this section;
(d) the proceedings shall not be dismissed, settled or compromised without the
leave of the Court which may order that notice of the proposed dismissal,
settlement or compromise shall be given to the members of the class repre
sented and any other persons;
(e) in relation to proceedings under section 210, this section shall be supple
mented by the provisions of that section;
(A) this section shall not affect the validity of an agreement between the mem
bers of the class represented, relating to contribution towards the costs of
the party or parties suing in a representative capacity.
between the mem
bers of the class represented, relating to contribution towards the costs of
the party or parties suing in a representative capacity.
325. Costs in actions by limited companies
Where a body corporate with limited liability is the plaintiff in legal proceedings the
Court may, if it appears by credible evidence that there is reason to believe that the body
corporate will be unable to pay the costs if the defendant is successful, require sufficient
security to be given for the costs, and may slay the proceedings until the security is given. 326. Contribution between joint wrongdoers
(1) Where more than one officer of a body corporate or any other persons are liable to
pay damages, costs, compensation, debt, or monetary penally under, or in respect of a
breach of, a section of this Act, they shall have a right of contribution amongst themselves. (2) In an action to enforce liability or in an action to recover contribution the Court
may award contribution on the terms that it considers equitable in all the circumstances
and may exempt a person from liability to make contribution or direct that the contribu
tion to be recovered from any persons shall amount to a complete indemnity. 327.
erson from liability to make contribution or direct that the contribu
tion to be recovered from any persons shall amount to a complete indemnity. 327.
Power to grant relief
(1) Where in proceedings against a member, an officer or auditor of a company for a
default or a breach of duty under a section of this Act or against a trustee for debenture
holders in respect of a breach of duly or trust, it appears to the Court hearing the case that
111-533 [Issue I]
ct or against a trustee for debenture
holders in respect of a breach of duly or trust, it appears to the Court hearing the case that
111-533 [Issue I]
ACT 179
Companies Act, 1963
the member, officer, auditor or trustee is or may be liable but that that person has acted
honestly and reasonably and that, having regard to all the circumstances of the case, that
person ought fairly to be excused, the Court may relieve that person in whole or in part
from that liability on the appropriate terms. (2) Where the member, officer, auditor or trustee has reason to apprehend that a
claim may be made against that person in respect of a breach of duty or trust, that person
may apply to the Court for relief; and the Court on that application shall have the same
power to relieve that person as under this section it would have had if it had been a Court
before which proceedings against that person for breach of duty or trust had been
brought. (3) Written notice of an application to the Court under subsection (2) shall be given
to the Registrar at least twenty-one days before the date of the hearing of the application
and the Registrar may appear on the hearing of the application and call the evidence and
make the representations. PARTD
Administration
328.
plication
and the Registrar may appear on the hearing of the application and call the evidence and
make the representations. PARTD
Administration
328.
Registrar of Companies
(1) Subject to article 195 of the Constitution, the President may appoint a Registrar of
Companies to perform the functions vested by or under this Act or any other enactment
as the Registrar. (2) Until any other appointment is made the Registrar-General is the Registrar. (3) There may be appointed assistant and deputy registrars and any other officers as
are required for the purposes of this Act. (4) Anything in this Act appointed, authorised or required to be done to or by the
Registrar or to be signed by the Registrar may be done to or by or signed by an assistant
or a deputy registrar and shall be as valid and effectual as if done to or by or signed by
the Registrar. (5) The Registrar shall have a seal which shall bear the words “Registrar of Compa
nies, Ghana”. 329. Fees
In respect of the matters set out in the first column of the Table in Part One of the
Eighth Schedule there shall be paid to the Registrar the fees specified in the second col
umn of that Table, but subject to the exemption referred to in Part Two of that Schedule. 330.
d to the Registrar the fees specified in the second col
umn of that Table, but subject to the exemption referred to in Part Two of that Schedule. 330.
Documents to be translated
Where, under a section of this Act, a document is required to be prepared or registered
that document shall, unless the section otherwise provides, be in a language acceptable to
the Registrar. [Issue 1] 111-534
be prepared or registered
that document shall, unless the section otherwise provides, be in a language acceptable to
the Registrar. [Issue 1] 111-534
ACT 179
Companies Act, 1963
331. Registration of documents
(1) Where, under a section of this Act, a document or any particulars require to be
registered by the Registrar, registration shall be effected by inserting the document or
making the appropriate entries of the particulars in the file maintained at the Companies’
Registration Office in relation to the company concerned. (2) For the purposes of a provision of this Act, a document or any particulars is, or
are, not delivered to the Registrar for registration until the appropriate registration fee has
been paid to the Registrar.
or any particulars is, or
are, not delivered to the Registrar for registration until the appropriate registration fee has
been paid to the Registrar.
(3) If the Registrar is of opinion that any documents or particulars delivered to the
Registrar for registration,
(a) contain matter contrary to law, or
(b) by reason of an error, omission or a misdescription have not been duly
completed, or
(c) otherwise do not comply with the requirements of this Act, or
(d) contain an error,
the Registrar may request that the document or particulars be appropriately amended or
completed and re-submitted and may refuse to register the document or particulars until
appropriately amended or completed; and in that event the document or particulars have not
been delivered for registration until re-submitted appropriately amended or completed. 332. Prescribed forms
(1) Where a section of this Act provides that a document shall be in the prescribed form
the document shall be in the form prescribed by the Registrar by legislative instrument. (2) The Registrar may, by legislative instrument, prescribe forms for the purposes of
this Act.
prescribed by the Registrar by legislative instrument. (2) The Registrar may, by legislative instrument, prescribe forms for the purposes of
this Act.
(3) Where a section of this Act provides that a document shall be delivered to the
Registrar for registration, the Registrar may refuse to accept the document if in the Regis
trar’s opinion, it is insufficiently legible or is written on paper insufficiently durable to be
suitable for registration. (4) Where the Registrar, in accordance with subsection (3) of this section, refuses to
accept a document for registration the document has not, for the purposes of a section of
this Act, been duly delivered to the Registrar unless a duplicate of the document in a form
acceptable to the Registrar is duly delivered within the time prescribed by that section or
within the extended time that the Registrar may allow for the delivery of a duplicate. (5) The Registrar shall not refuse to accept a document on the ground that the paper
on which it is written is insufficiently durable if the document is written on the appropri
ate printed form issued by the Government Printer. 111-535 (Issue II
t is written is insufficiently durable if the document is written on the appropri
ate printed form issued by the Government Printer. 111-535 (Issue II
ACT 179
Companies Act, 1963
333. Inspection, copies and evidence of registered documents
(1) A person may,
(a) inspect the register of particulars of charges and a document registered by
the Registrar on payment of two thousand five hundred cedis for each in
spection of the register and documents relating to one company;33
(b) require a certificate of the incorporation of a company or a copy of any other
document, or a part of any other document, registered by the Registrar to be
certified and personally signed by the Registrar, on payment of the fees that
the Registrar may prescribe, not exceeding [two hundred thousand cedis]
for each page. (2) A process for compelling the production of a document kept by the Registrar shall
not issue from a Court except with the leave of that Court and a process if issued shall
bear on the process a statement that it is issued with the leave of the Court.
Court except with the leave of that Court and a process if issued shall
bear on the process a statement that it is issued with the leave of the Court.
(3) A copy of, or extract from, a document registered by the Registrar, certified to be
a true copy and personally signed by the Registrar, whose official position it shall not be
necessary to prove, shall be admissible in evidence in legal proceedings as of equal valid
ity with the original document. 334. Authentication of documents issued by Registrar or Minister
(1) The documents purporting to be orders, certificates, licences, approvals or revoca
tions of those documents made or issued by the Registrar or the Minister for the purposes
of this Act and purporting to be sealed with the seal of the Registrar, or to be signed by
the Registrar, or to be signed by the Minister or on the Minister’s behalf by a properly
authorised officer, shall be received in evidence without further proof of validity unless
the contrary is shown. (2) A certificate that an order made, a certificate issued, or an act done is the order,
certificate, or act of the Registrar or the Minister is conclusive evidence of the fact so
certified. 335.
ficate issued, or an act done is the order,
certificate, or act of the Registrar or the Minister is conclusive evidence of the fact so
certified. 335.
Enforcement of duty to make returns
Where a body corporate or any officer or liquidator of a body corporate, having de
faulted in complying with a provision of this Act which requires it, to deliver a return, an
account, or any other document, or to give notice of any matter, fails to end the default
within twenty-eight days after the service of a notice on the body corporate or the officer or
liquidator requiring it or the officer or liquidator to do so, the Court may, on an application
made to the Court by the Registrar or by a member or creditor of the body corporate, make
an order directing the body corporate and an officer of the body corporate or the liquidator
to make good the default within the time that is specified in the order; and may provide that
the costs of and incidental to the application shall be borne by the body corporate or by an
officer or the liquidator of the body corporate responsible for the default. 33. Amended by paragraph (b) of section 1 of the Companies Code (Amendment) Act, 1980 (Act 421) and
further amended by section 3A of the Companies Code (Amendment) Act, 1997 (Act 531). [Issue I] III-536
panies Code (Amendment) Act, 1980 (Act 421) and
further amended by section 3A of the Companies Code (Amendment) Act, 1997 (Act 531). [Issue I] III-536
ACT 179
Companies Act. 1963
336. Regulations
(1) The Registrar may, by legislative instrument, make Regulations regulating the
exercise by the Registrar of any of the powers and discretions conferred on the Registrar
by this Act. (2) The Regulations shall not be invalid by reason of the fact that they purport to
regulate the exercise by the Registrar of a power which, under a provision of this Act, is
exercisable in the absolute discretion of the Registrar. 337. Registrar’s power to obtain directions of the Court
The Registrar may apply to the Court for directions in relation to a matter arising in
connection with the Registrar’s functions under this Act, and on that application the
Court may give the appropriate directions or make the appropriate order. 338. Periodical reports by Registrar
(1) The Registrar shall, at intervals of not more than three years make a report on the
operation of this Act to the Minister who shall lay the report before Parliament.
hall, at intervals of not more than three years make a report on the
operation of this Act to the Minister who shall lay the report before Parliament.
(2) In the report the Registrar shall, in addition to giving general statistical informa
tion relating to the registration and dissolution of companies, report on the exercise by the
Registrar of the Registrar’s functions under this Act and, in particular, shall refer to the
cases in which the Registrar has, under the powers conferred by this Act, waived compli
ance or modified any of the normal provisions of this Act, and shall state in each case the
reasons for so doing. 339. Extension to unregistered companies
(1) The Minister may, by legislative instrument, direct that any of the provisions of
this Act shall apply to all bodies corporate formed in Ghana otherwise than under the
Companies Ordinance, (Cap. 193), or this Act or to certain classes of those bodies or to
certain named bodies corporate formed in Ghana, as specified in the instrument, as if they
were companies registered under this Act. (2) If the instrument is made the Minister may from time to time exempt a named
body corporate from the application to it of any of those provisions.
(2) If the instrument is made the Minister may from time to time exempt a named
body corporate from the application to it of any of those provisions.
(3) An instrument shall not be made under subsection (1) unless a draft of the in
strument has been laid before Parliament and approved by a resolution of Parliament:
340. Repeals
The enactments mentioned in the first column of the Tenth Schedule are repealed to
the extent specified in the second column of that Schedule. 34. The operation of this subsection is subject to clause (7) of article 11 olthe Constitution. Ill-537 (Issue 2]
the second column of that Schedule. 34. The operation of this subsection is subject to clause (7) of article 11 olthe Constitution. Ill-537 (Issue 2]
ACT 179
Companies Act, 1963
336. Regulations
(1) The Registrar may, by legislative instrument, make Regulations regulating the
exercise by the Registrar of any of the powers and discretions conferred on the Registrar
by this Act. (2) The Regulations shall not be invalid by reason of the fact that they purport to
regulate the exercise by the Registrar of a power which, under a provision of this Act, is
exercisable in the absolute discretion of the Registrar. 337. Registrar’s power to obtain directions of the Court
The Registrar may apply to the Court for directions in relation to a matter arising in
connection with the Registrar’s functions under this Act, and on that application the
Court may give the appropriate directions or make the appropriate order. 338. Periodical reports by Registrar
(1) The Registrar shall, at intervals of not more than three years make a report on the
operation of this Act to the Minister who shall lay the report before Parliament.
hall, at intervals of not more than three years make a report on the
operation of this Act to the Minister who shall lay the report before Parliament.
(2) In the report the Registrar shall, in addition to giving general statistical informa
tion relating to the registration and dissolution of companies, report on the exercise by the
Registrar of the Registrar’s functions under this Act and, in particular, shall refer to the
cases in which the Registrar has, under the powers conferred by this Act, waived compli
ance or modified any of the normal provisions of this Act, and shall state in each case the
reasons for so doing. 339. Extension to unregistered companies
(1) The Minister may, by legislative instrument, direct that any of the provisions of
this Act shall apply to all bodies corporate formed in Ghana otherwise than under the
Companies Ordinance, (Cap. 193), or this Act or to certain classes of those bodies or to
certain named bodies corporate formed in Ghana, as specified in the instrument, as if they
were companies registered under this Act. (2) If the instrument is made the Minister may from time to time exempt a named
body corporate from the application to it of any of those provisions.
(2) If the instrument is made the Minister may from time to time exempt a named
body corporate from the application to it of any of those provisions.
(3) An instrument shall not be made under subsection (1) unless a draft of the in
strument has been laid before Parliament and approved by a resolution of Parliament.^
340. Repeals
The enactments mentioned in the first column of the Tenth Schedule are repealed to
the extent specified in the second column of that Schedule. 34. The operation of this subsection is subject to clause (7) of article 11 of the Constitution. 111-537 [Issue 2]
the second column of that Schedule. 34. The operation of this subsection is subject to clause (7) of article 11 of the Constitution. 111-537 [Issue 2]
ACT 179
Companies Act, 1963
SCHEDULES
FIRST SCHEDULE3''3
[Seclion 2]
Definitions
Subject Expression
1. Types of companies “associated company”
“body corporate”
“company”
“company limited by
shares” and “company
limited by guarantee”
“existing company”
“external company”
“private company” and
“public company”
“subsidiary” and “holding
company”
Meaning
the expression “associated company”
where used in this Act to describe the
relationship of one body corporate to
another means that the body corporate
so described is the subsidiary or hold
ing company of that other, or a sub
sidiary of that other’s holding com
pany, or a holding company of that
other’s subsidiary;
means a corporation formed under this
Act or otherwise and whether in
Ghana or elsewhere but does not in
clude a corporation sole in the nature
of an incorporated;
means a body formed and registered
under this Act or an existing company;
have the meanings assigned to them in
section 9;
means a body corporate formed and
registered under the Companies Ordi
nance (Cap.
n existing company;
have the meanings assigned to them in
section 9;
means a body corporate formed and
registered under the Companies Ordi
nance (Cap.
193) unless, prior to this
Act, it has been dissolved or re
registered under any other Act;
has the meaning assigned to it by sec
tion 302;
have the meanings assigned to them in
section 9;
a body corporate is the subsidiary of
another and that other is its holding
company if,
(a) that other body corporate by the
exercise of a power directly or
indirectly vested in it, whether by
virtue of the beneficial ownership
of shares or otherwise, can ap
point or remove or procure the
appointment or removal of all or
not less than half of its directors
for the time being or can prevent
the appointment or removal of all
or not less than half of its direc
tors; but
34a. Amended by section 62 (4) of the Central Securities Depository Act, 2007 (Act 733). [Issue 2] III-538
r not less than half of its direc
tors; but
34a. Amended by section 62 (4) of the Central Securities Depository Act, 2007 (Act 733). [Issue 2] III-538
ACT 179
Companies Ad, 1963
Subject Expression
2. Officers of bodies
corporate
“non-Ghanaian
company”
“unlimited company”
“wholly owned
subsidiary”
“alternate director”
"director”
“officer”
Meaning
(i) a power exercisable in a fidu
ciary capacity for another per
son shall be treated as exer
cisable by that other and not
by the fiduciary;
(ii) a power exercisable by virtue
of shares held by way of se
curity only for the purpose of
a transaction entered into in
the ordinary course of busi
ness of that other body corpo
rate shall be disregarded;
(iii) a body corporate has a power
to appoint a director of another
body corporate if a person’s
appointment as director of
that other body corporate
necessarily follows from that
person’s appointment as di
rector or other officer of that
first named body corporate;
(b) it is a subsidiary of a body corpo
rate which is that other’s
subsidiary;
has the meaning assigned to it by sec
tion 315;
has the meaning assigned to it in sec
tion 9;
where a holding company is benefi
cially entitled, whether the registered
holder or not, to all the issued shares
of any of its subsidiaries that subsidi
ary is the wholly owned subsidiary of
that holding company.
registered
holder or not, to all the issued shares
of any of its subsidiaries that subsidi
ary is the wholly owned subsidiary of
that holding company.
has the meaning assigned to it by sec
tion 188;
in relation to a company, has the
meaning assigned to it by section 179
and in relation to any other body cor
porate means a person whose position
in relation to that body corporate is
one that that person would be a direc
tor of the body corporate if that body
corporate were a company;
in relation to a body corporate, means
any director, secretary or employee of
that body corporate and a receiver and
manager of a part of the undertaking
of that body corporate appointed under
a power contained in an instrument, and
a liquidator of a company appointed
in a members’ voluntary winding up,
ill-539 [Issue 1]
rate appointed under
a power contained in an instrument, and
a liquidator of a company appointed
in a members’ voluntary winding up,
ill-539 [Issue 1]
ACT 179
Companies Act, 1963
Subject Expression
“secretary”
“substitute director”
3. Securities and dealings “acquire”
therein
“approved stock
exchange”
“buy", "purchase” and
“sell”
“capitalisation issue”
“debenture” and
“debenture stock”
“dispose”
“exempted dealer”
Meaning
but does not include a receiver, not
being a manager, or a receiver and
manager appointed by the Court, or a
liquidator appointed under the provi
sions of the Companies (Liquidation)
Act, 1962 (Act) or an auditor of a
company;
in relation to a company, means the
person appointed secretary of the
company in accordance with section
190 and in relation to any other body
corporate means a person occupying
the position of secretary by whatever
name called;
has the meaning assigned to it by sec
tion 187.
o any other body
corporate means a person occupying
the position of secretary by whatever
name called;
has the meaning assigned to it by sec
tion 187.
in relation to any securities means that
the securities are obtained whether
from the body corporate whose securi
ties they are or from a former holder
and whether for cash or for a consid
eration other than cash or for no con
sideration, and, except where the con
text otherwise requires, includes and
agreement to acquire;
has the meaning assigned to it by sec
tion 280;
in relation to securities, mean an ac
quisition and disposal of these securi
ties for cash, and, except where the
context otherwise requires, includes an
agreement to buy and sell;
has the meaning assigned to it by sub
section (1) of section 74;
in relation to companies, has the mean
ings assigned to them in section 80 and
in relation to any other body corporate
mean a debenture, debenture stock or
bond whether constituting a charge on
the assets of the body corporate or not;
in relation to any securities, means
that the securities arc parted with
whether to the body corporate whose
securities they are or to any other per
son and whether for cash or for a con
sideration other than cash or for no
consideration, and, except where the
context otherwise requires, includes an
agreement to dispose;
has the meaning assigned to it by sec
tion 280;
[Issue 1] III-540
and, except where the
context otherwise requires, includes an
agreement to dispose;
has the meaning assigned to it by sec
tion 280;
[Issue 1] III-540
ACT 179
Companies Act, 1963
Subject Expression Meaning
3. Securities and dealings
“secretary”
“substitute director”
“acquire”
but does not include a receiver, not
being a manager, or a receiver and
manager appointed by the Court, or a
liquidator appointed under the provi
sions of the Companies (Liquidation)
Act, 1962 (Act) or an auditor of a
company;
in relation to a company, means the
person appointed secretary of the
company in accordance with section
190 and in relation to any other body
corporate means a person occupying
the position of secretary by whatever
name called;
has the meaning assigned to it by sec
tion 187.
o any other body
corporate means a person occupying
the position of secretary by whatever
name called;
has the meaning assigned to it by sec
tion 187.
in relation to any securities means that
therein
"approved stock
exchange”
“buy”, “purchase” and
“sell”
“capitalisation issue”
“debenture” and
“debenture stock”
“dispose”
"exempted dealer”
the securities are obtained whether
from the body corporate whose securi
ties they are or from a former holder
and whether for cash or for a consid
eration other than cash or for no con
sideration, and, except where the con
text otherwise requires, includes and
agreement to acquire;
has the meaning assigned to it by sec
tion 280;
in relation to securities, mean an ac
quisition and disposal of these securi
ties for cash, and, except where the
context otherwise requires, includes an
agreement to buy and sell;
has the meaning assigned to it by sub
section (1) of section 74;
in relation to companies, has the mean
ings assigned to them in section 80 and
in relation to any other body corporate
mean a debenture, debenture stock or
bond whether constituting a charge on
the assets of the body corporate or not;
in relation to any securities, means
that the securities are parted with
whether to the body corporate whose
securities they are or to any other per
son and whether for cash or for a con
sideration other than cash or for no
consideration, and, except where the
context otherwise requires, includes an
agreement to dispose;
has the meaning assigned to it by sec
tion 280;
[Issue 1] III-540
and, except where the
context otherwise requires, includes an
agreement to dispose;
has the meaning assigned to it by sec
tion 280;
[Issue 1] III-540
ACT 179
Companies Act, 1963
Subject Expression
“securities”
“shares”
“stock exchange”
“subscribe”
4. Miscellaneous
"Treasury shares”
“annual return”
“arrangement” and
“amalgamation”
"authorised mutual
fund"
"authorised unit trust"
“calls”
Meaning
means,
(a) shares or debentures;
(b) securities of the Government or
any country or territory outside
Ghana;
(c) rights or interests, whether de
scribed as units or otherwise un
der a unit trust; and
(d) rights, whether actual or contin
gent in respect of money lent to or
deposited with, a person not being
a body corporate licensed, under
section 24 of the Companies Ordi
nance (Cap.
n
gent in respect of money lent to or
deposited with, a person not being
a body corporate licensed, under
section 24 of the Companies Ordi
nance (Cap.
193) or a statutory re
enactment of that ordinance to
carry on banking business;
means the interests of members of a
body corporate who arc entitled to
share in the capital or income of the
body corporate;
means any body corporate or associa
tion of persons operating an exchange
or market on which securities arc ac
quired and disposed of;
in relation to securities, means the
purchase of those securities from the
body corporate whose securities they
are, and, except where the context oth
erwise requires, includes an agreement
to subscribe;
has the meaning assigned to it in sub
section (3) of section 59. means the return required to be made
under section 122;
have the meanings assigned to them in
section 229;
has the meaning assigned to it in sec
tion 319? has the meaning assigned to it in sec
tion 318;
means a sum which the company has
validly resolved to call up in respect of
any shares issued with an unpaid liabil
ity and where by the terms of issue of a
share a sum becomes payable on appli
cation, allotment or at any fixed date
that sum is a call duly made and pay
able on the date on which by the terms
of issue the same become payable;
35. Sections 318 and 319 have been repealed.
sum is a call duly made and pay
able on the date on which by the terms
of issue the same become payable;
35. Sections 318 and 319 have been repealed.
III-541 [Issue 1]
III-541 [Issue 1]
ACT 179
Companies Act, 1963
Subject Expression
“charge”
“contributions”
“Court"
“creditors’ voluntary
winding up”
“default”
“equity share”
“financial year”
“floating charge”
“income surplus”
“infant”
“insolvent”
“invitation to the public”
“liquidator”
“local manager”
“manager"
Meaning
includes a security on property or a
mortgage whether legal or equitable;
in relation to a pension scheme means
a payment, including an insurance
premium, paid for the purposes of the
scheme by or in respect of persons
rendering services in respect of which
pensions will or may become payable
under the scheme, but does not include
a payment in respect of two or more
persons if the amount paid in respect
of each of them is not ascertainable;
means the High Court;
has the meaning assigned to it by sec
tion 248;
for the purposes of a section in this
Act providing that a person who is in
default is liable to a fine or penalty or
to pay damages or compensation or to
discharge a debt or obligation, “in de
fault” means that the person concerned
knowingly authorises or permits the
default, refusal or contravention men
tioned in the section;
has the meaning assigned to it by sec
tion 48;
means the period covered by the com
pany’s profit and loss account in ac
cordance with section 125;
has the meaning assigned to it by sec
tion 87;
has the meaning assigned to it by sec
tion 70;
means a natural person under the age
of twenty-one years or any other age
that is declared by an enactment to be
full age for legal purposes;
n relation to a body corporate means
that its liabilities exceed its assets or
that it is unable to pay its debts as they
fall due;
has the meaning assigned to it by sec
tion 266;
means the person appointed to wind
up a body corporate;
in relation to an external company, has
the meaning assigned to it by sec
tion 303;
means a person appointed to exercise
the functions referred to in subsec
tions (1) and (2) of section 238;
[Issue 1] III - 542
to it by sec
tion 303;
means a person appointed to exercise
the functions referred to in subsec
tions (1) and (2) of section 238;
[Issue 1] III - 542
ACT 179
Companies Act, 1963
Subject Expression
“charge”
“contributions”
“Court”
“creditors’ voluntary
winding up”
“default”
“equity share”
“financial year”
“floating charge”
“income surplus”
“infant”
“insolvent”
“invitation to the public”
“liquidator”
“local manager”
“manager”
Meaning
includes a security on property or a
mortgage whether legal or equitable;
in relation to a pension scheme means
a payment, including an insurance
premium, paid for the purposes of the
scheme by or in respect of persons
rendering services in respect of which
pensions will or may become payable
under the scheme, but does not include
a payment in respect of two or more
persons if the amount paid in respect
of each of them is not ascertainable;
means the High Court;
has the meaning assigned to it by sec
tion 248;
for the purposes of a section in this
Act providing that a person who is in
default is liable to a fine or penalty or
to pay damages or compensation or to
discharge a debt or obligation, “in de
fault” means that the person concerned
knowingly authorises or permits the
default, refusal or contravention men
tioned in the section;
has the meaning assigned to it by sec
tion 48;
means the period covered by the com
pany's profit and loss account in ac
cordance with section 125;
has the meaning assigned to it by sec
tion 87;
has the meaning assigned to it by sec
tion 70;
means a natural person under the age
of twenty-one years or any other age
that is declared by an enactment to be
full age for legal purposes;
n relation to a body corporate means
that its liabilities exceed its assets or
that it is unable to pay its debts as they
fall due;
has the meaning assigned to it by sec
tion 266;
means the person appointed to wind
up a body corporate;
in relation to an external company, has
the meaning assigned to it by sec
tion 303;
means a person appointed to exercise
the functions referred to in subsec
tions (1) and (2) of section 238;
[Issue 1] III - 542
to it by sec
tion 303;
means a person appointed to exercise
the functions referred to in subsec
tions (1) and (2) of section 238;
[Issue 1] III - 542
ACT 179
Companies Act, 1963
36. Section 319 has been repealed. 36a. Substituted by section 62 (4) of the Central Securities Depository Act, 2007 (Act 733).
79
Companies Act, 1963
36. Section 319 has been repealed. 36a. Substituted by section 62 (4) of the Central Securities Depository Act, 2007 (Act 733).
FIRST SCHEDULE— continued
Subject Expression Meaning
“managing director” means a director to whom has been
delegated some of the powers of the
board of directors, to direct and ad
minister the business of the company;
“members’ voluntary has the meaning assigned to it by sec
winding-up” tion 249;
“Minister” means the Minister to whom functions
under this Act are assigned by the
President;
"mutual fund" has the meaning assigned to it by sec
tion 319-, ’
“ordinary resolution” has the meaning assigned to it by sec
tion 168;
“payment in cash” has the meaning assigned to it by sec
tion 45;
“pension” means any superannuation allowance,
superannuation gratuity, or similar
payment;
“pension scheme” means a scheme for the provision of
pensions in respect of services as an
officer of a company which is main
tained in whole or in part by contribu
tions;
“preference share” has the meaning assigned to it by sec
tion 48;
“prescribed form” has the meaning assigned to it by sec
tion 332;
“process agent” in relation to external companies has
the meaning assigned to it by sec
tion 303;
“receiver" means a person appointed to exercise
the functions referred to in subsec
tion (1) of section 238;
“Register” includes a Register maintained in elec
tronic format and saved on any device
including a disc, tape, or other device
in which sounds or other data are em
bodied so as to be capable (with or
without the aid of some other instru
ment) of being reproduced from the
disc, tape or other device;36*
"Registrar” means the Registrar of Companies ap
pointed in accordance with section 328;
“registration” has the meaning assigned to it by sec
tion 331;
“registration ofticer" has the meaning assigned to it by sub
section (7) of section 32;
“resolution requiring con has the meaning assigned to it by sub
firmation” section (2) of section 75;
“seal” means the common seal of the
company;
111-543 (Issue 21
quiring con has the meaning assigned to it by sub
firmation” section (2) of section 75;
“seal” means the common seal of the
company;
111-543 (Issue 21
ACT 179
Companies Act, 1963
Subject
FIRST SCHEDULE — continued
Expression
“solvent”
“special resolution”
“stated capital”
“surplus”
“Table A” and “Table B"
“Treasury shares”
"unit trust"
"unit ”
“untrue statement”
“vendor”
“waiting period”
“winding-up under an
order of the Court”
Meaning
means having the ability to meet all
pecuniary liabilities;
has the meaning assigned to it by sec
tion 168;
has the meaning assigned to it by sec
tion 66;
has the meaning assigned to it by sec
tion 69;
means Tables A and B respectively in
the Second Schedule;
has the meaning assigned to it by sub
section (3) of section 59;
has the meaning assigned to it by sec
tion 318;
means the rights and interests whether
described as units or otherwise, under
any unit trust;
means a statement which is false or
misleading in the form, context or cir
cumstances in which it was made hav
ing regard to a failure to state other
facts;
means a person who has entered into a
contract, absolute or conditional, for
the sale or leasing, of a property or for
the granting of an option to purchase
or lease, a property; but for the pur
pose of the Sixth and Seventh Sched
ules where the vendors or any of them
are an unincorporated firm the mem
bers of the firm shall be treated as one
vendor and not as separate vendors;
has the meaning assigned to it by sec
tion 281;
has the meaning assigned to it by sec
tion 247.
be treated as one
vendor and not as separate vendors;
has the meaning assigned to it by sec
tion 281;
has the meaning assigned to it by sec
tion 247.
SECOND SCHEDULE
[Sections 16, 17, 19 and 20]
TABLES A AND B
PARTONE
Table A--Regulations for a Private Company Limited by Shares
1. The name of the company is John Mensah & Co., Limited. 2. The nature of the business which the company is authorised to carry on are,
(a) to acquire and take over as a going concern the business of storekeeper now car
ried on at 1116 High Street, Accra, under the style of John Mensah & Co., and
all or any of the assets and liabilities of the proprietor belonging to that business
37. Section 318 has been repealed. [Issue 2] III - 544
Co., and
all or any of the assets and liabilities of the proprietor belonging to that business
37. Section 318 has been repealed. [Issue 2] III - 544
ACT 179
Companies Act, 1963
used in connection with that business or belonging to that business and with a
view to enter into an agreement a draft of which has for the purposes of identili-
a cation been signed by the subscriber of these Regulations, and to carry the Rcgu-
19 lations into effect with or without modifications;
(b) to carry on the business of a storekeeper in all its branches at 1116 High Street,
Accra or elsewhere and, in particular, to buy, sell and deal in goods, stores, con
sumable articles and effects of all kinds, both wholesale and retail. 3. Pursuant to section 24 of the Companies Act, 1963 (Act 179), the company has, for the
furtherance of its authorised businesses, the powers of a natural person of full capacity except
in so far as those powers arc expressly excluded by these Regulations. d 4. The first directors of the company are John Mensah and Kwame Kofi. 5. The powers of the board of directors arc limited in accordance with section 202 of the Act. 6. The liability of the members of the company is limited,
7. The company is to be registered with one thousand shares of no par value. 8.
of the Act. 6. The liability of the members of the company is limited,
7. The company is to be registered with one thousand shares of no par value. 8.
The company is a private company and accordingly,
(a) the right to transfer shares is restricted in that the directors, may, in their absolute
discretion and without assigning a reason decline to register a transfer of a share;
(b) the number of members and debenture holders of the company, exclusive of
persons who are genuinely in the employment of the company and of persons
who having been formerly genuinely in the employment of the company were
while in that employment and have continued alter the determination of the em
ployment to be members or debenture holders of the company, is limited to filly;
but where two or more persons hold one or more shares or debentures jointly
they shall for the purposes of this regulation be treated as a single member;
(c) the company is prohibited from making an invitation to the public to acquire any
of its shares or debentures;
(d) the company is prohibited from making an invitation to the public to deposit
money for fixed periods or payable at call whether bearing or not bearing interest. Shares and Variation ofRights
9.
vitation to the public to deposit
money for fixed periods or payable at call whether bearing or not bearing interest. Shares and Variation ofRights
9.
The company may, by a special resolution altering these Regulations,
(a) increase the number of its shares by creating new shares;
(b) reduce the number of its shares by cancelling shares which have not been taken
a or agreed to be taken by a person, or by consolidating its existing shares,
69 whether issued or not, into a smaller number or shares;
(c) provide for different classes of shares by attaching to certain of the shares pre
ferred, deferred or other special rights or restrictions whether in regard to divi
dend, voting, repayment or otherwise; but the voting rights of equity shares shall
comply with sections 31 and 50 of the Act and the voting rights of preference
shares shal l comply with sections 31 and 49 of the Act;
(d) in accordance with section 59 of the Act create preference shares which are, or at
the option of the company arc liable, to be redeemed on the terms and in the
. manner that may be provided, but subject to compliance with sections 60 to 63
9 of the Act. 111-545 [Issue 1]
to be redeemed on the terms and in the
. manner that may be provided, but subject to compliance with sections 60 to 63
9 of the Act. 111-545 [Issue 1]
ACT 179
Companies Act, 1963
10. (1) The company shall not issue any new or unissued shares for cash unless the shares are
offered in the first instance to the shareholders or to the shareholders of the class or classes
being issued in proportion as nearly as may be to their existing holdings. (2) The offer to the existing shareholders shall be by notice specifying the number of
shares to which the shareholder is entitled to subscribe and limiting a time, not being less than
twenty-eight days after the date of service of the notice, after the expiration of which the offer,
if not accepted, will be deemed to be declined. (3) After the expiration of that time, or on receipt of an intimation from the shareholder
that the shareholder declines to accept the shares offered, the board of directors may, subject
to the terms of a resolution of the company and to section 202 of the Act dispose of the shares
at a price not less than that specified in the offer in the manner that they think most beneficial
to the company. (4) This regulation is not alterable except with the unanimous consent of the members of
the company. 11.
t they think most beneficial
to the company. (4) This regulation is not alterable except with the unanimous consent of the members of
the company. 11.
Where the shares are divided into different classes, the rights attached to a class may be
varied with the written consent of the holders of at least three-fourths of the issued shares of
that class or the sanction of special resolution of the holders of the shares of that class. 12. Subject to compliance with sections 60 to 63 of the Act the company may exercise the
powers conferred by section 59 of the Act to,
(a) purchase its own shares;
(b) acquire its own shares by a voluntary transfer to it or nominees for it;
(c) forfeit in accordance with these Regulations any shares issued with an unpaid
liability for non-payment of calls or other sums payable in respect of those
shares. 13. The company may pay commission or brokerage to a person in consideration of that per
son subscribing or agreeing to subscribe or agreeing to procure subscriptions for any shares in
the company provided that the payment does not exceed ten for each hundred of the price at
which the shares are issued. 14. Share certificates shall be issued in accordance with section 53 of the Act. Calls on Shares
15.
dred of the price at
which the shares are issued. 14. Share certificates shall be issued in accordance with section 53 of the Act. Calls on Shares
15.
(1) Where shares are issued upon the terms that a part of the price payable for the shares
is not payable at a fixed time the board of directors may from time to time make calls upon the
shareholders in respect of any moneys unpaid on their shares, provided that a call shall not be
payable less than twenty-eight days from the date fixed for the payment of the last preceding
call, and each shareholder shall, subject to receiving not less than fourteen days notice speci
fying the time or times and place of payment, pay to the company at the time or times and
place so specified the amount called on the shares of that person. (2) A call may be revoked or postponed as the directors may determine. 16. A call is made at the time when the resolution of the directors authorising the call is
passed and may be required to be paid by instalments. 17. The joint holders of a share are jointly and severally liable to pay all calls in respect of
that share. [Issue 1] III-546
be paid by instalments. 17. The joint holders of a share are jointly and severally liable to pay all calls in respect of
that share. [Issue 1] III-546
ACT 179
Companies Act, 1963
18. If a sum called in respect of a share is not paid before or on the day appointed for pay
ment, the person from whom the sum is due shall pay interest on that sum from the date ap
pointed for payment to the time of actual payment at the yearly rate not exceeding five percent
as the board of directors may determine, but the board of directors shall be at liberty to waive
payment of the interest wholly or in part. 19. A sum which by the terms of issue of a share becomes payable on application for the
shares or on allotment, or at a fixed date is, for the purposes of these Regulations, a call duly
made and payable on the date on which by the terms of issue the sum becomes payable, and in
the case of non-payment all the relevant provisions of these Regulations as to payment of in
terest and expenses, forfeiture, sale or otherwise shall apply as if the sum had become payable
by virtue of a call duly made and notified. 20. As between shares of the same class the company shall not differentiate between the hold
ers as to the amount of calls to be paid or the times of payment. 21.
en shares of the same class the company shall not differentiate between the hold
ers as to the amount of calls to be paid or the times of payment. 21.
If the company receives from a shareholder all or any part of the moneys not presently
payable or called upon any shares held by the shareholder the sum shall not be treated as a
payment in respect of the shares until the sum becomes due and payable on those shares and
in the meantime shall be deemed to be a loan to the company upon which the company may
pay interest at the yearly rate not exceeding five percent as may be agreed between the board
of directors and the shareholder. Forfeiture ofShares
22. Where a shareholder fails to pay any call or instalment of a call, including a sum which is
a call under regulation 19, the board of directors may at any time afler the failure during the
time that a part of the call or instalment remains unpaid, serve a notice on the shareholder
requiring payment of so much of the call or instalment as is unpaid, together with the interest
which may have accrucd. 23.
notice on the shareholder
requiring payment of so much of the call or instalment as is unpaid, together with the interest
which may have accrucd. 23.
The notice shall name a further day not earlier than the expiration of fourteen days from
the date of service of the notice on or before which the payment required by the notice is to be
made, and shall state that in the event of non-payment at or before the times appointed the
shares in respect of which the call was made will be liable to be forfeited. 24. If the requirements of the notice arc not complied with, a share in respect of which the
notice was given may, before the payment required by the notice has been made, be forfeited
by a resolution of the directors to that effect. 25. A forfeited share may be cancelled by alteration of these Regulations or may be retained
as a treasury share until sold or otherwise disposed of on the terms and in the manner that the
board of directors think fit. 26.
s or may be retained
as a treasury share until sold or otherwise disposed of on the terms and in the manner that the
board of directors think fit. 26.
A person whose shares have been forfeited ceases to be a member in respect of the for
feited shares and is bound to surrender to the company for cancellation the share certificate or
certificates in respect of the shares so forfeited but shall, notwithstanding, remain liable to pay
to the company the moneys which, at the date of the forfeiture, were payable by that person to
the company in respect of the shares, but that liability shall cease if and when the company
receives payment in full of the moneys in respect of the shares. 27. A statutory declaration in writing that the declarant is a director or the secretary of the
company and that a share in the company has been duly forfeited on the date stated in the dec
laration is conclusive evidence of the facts staled in the declaration as against the persons
claiming to be entitled to the share. ill - 547 [Issue 1]
aration is conclusive evidence of the facts staled in the declaration as against the persons
claiming to be entitled to the share. ill - 547 [Issue 1]
ACT 179
Companies Act, 1963
Lien
28. (1) The company shall have a first and paramount lien on all shares issued with an unpaid
liability for the moneys, whether presently payable or not, called or payable at a fixed time in
respect of that share. (2) The company’s lien extends to the dividends payable on the shares. 29. Where a sum in respect of which the company has a lien is presently payable the board of
directors, after serving the notice required by regulations 22 and 23, may, at any time before
the payment required by the notice has been made, sell a share on which the company has the
lien instead of forfeiting it in accordance with regulation 24. 30. (1) To give effect to a sale under regulation 29 the board of directors may authorise a
person to transfer the shares sold to the purchaser of those shares. (2) The purchaser shall be registered as the holder of the share comprised in the transfer
and the purchaser is not bound to see to the application of the purchase money nor shall the
purchaser’s title to the shares be affected by an irregularity or invalidity in the proceedings in
reference to the sale. 31.
hase money nor shall the
purchaser’s title to the shares be affected by an irregularity or invalidity in the proceedings in
reference to the sale. 31.
The proceeds of the sale shall be received by the company and applied in payment of the
part of the amount in respect of which the lien exists that is presently payable, and the residue
shall, subject to a like lien for sums not presently payable as existed upon the shares before the
sale, be paid to the person entitled to the share at the date of the sale but the company is not
bound to make the payment unless and until that person has surrendered to the company for
cancellation the share certificate or certificates relating to the shares so sold. Transfer and Transmission ofShares
32. Subject to regulation 8 (a) shares shall be transferable and transfers shall be registered in
the manner provided by sections 95 and 98 of the Act. 33. in the event of the death of a shareholder or in the event of the ownership of a share de
volving upon a person by reason of that person being the legal personal representative, re
ceiver, or trustee in bankruptcy of the holder, or by operation of law, section 99 of the Act
shall apply. Dividends
34.
l personal representative, re
ceiver, or trustee in bankruptcy of the holder, or by operation of law, section 99 of the Act
shall apply. Dividends
34.
The company may, by ordinary resolution, declare dividends in respect of a year or any
other period but a dividend shall not exceed the amount recommended by the board of directors. 35. A dividend shall not be paid unless,
(a) the company will, after the payment, be able to pay its debts as they fall due;
(b) the amount of the payment does not exceed the amount of the company’s income
surplus immediately prior to the making of the payment. 36. The board of directors may, before recommending a dividend, set aside out of the profits
or income surplus of the company the sums that they think proper in order to provide tor a
known liability, including a disputed or contingent liability, or as a depreciation or replace
ment provision and may carry forward any profits or income surplus which they may think
prudent not to distribute. [Issue I] III - 548
tion or replace
ment provision and may carry forward any profits or income surplus which they may think
prudent not to distribute. [Issue I] III - 548
ACT 179
Companies Act, 1963
37. Dividends shall be declared and paid as a fixed sum for each share and not as a proportion
of the amount paid in respect of a share. 38. The board of directors may deduct from a dividend payable to a shareholder the sum of
money presently payable by the shareholder to the company in respect of the shares of the
shareholder. 39. (1) A dividend payable in cash may be paid by cheque or warrant sent by post directed to
the registered address of the shareholder or, in the case of joint holders, to the registered ad
dress of the one who is first named on the register of members, or to the person and to the
address that the holder or joint holders may in writing direct. (2) The cheque or warrant shall be made payable to the order of the person to whom it is
sent. (3) Any one of two or more joint holders may give effectual receipts for any dividends. (4) A dividend payment shall be accompanied by a statement showing the gross amount
of the dividend, and the lax deducted or deemed to be deducted from the gross amount. 40. A dividend shall not bear interest against the company. Capitalisation Issues and Non-cash Dividends
41.
med to be deducted from the gross amount. 40. A dividend shall not bear interest against the company. Capitalisation Issues and Non-cash Dividends
41.
The company, upon the recommendation of the directors, may exercise the powers con
ferred by section 74 of the Act,
(a) to make capitalisation issues of shares in accordance with subsection (1) of sec
tion 74,
(b) to resolve, in accordance with subsection (3) of section 74, that a sum standing
to the credit of the company’s income surplus and which could have been dis
tributed by way of dividend shall be applied in paying up amounts for the time
unpaid on shares,
(c) to direct, in accordance with subsection (4) of section 74, that payment of a divi
dend shall be wholly or partly by distribution of securities for money or fully
paid shares or debentures of another body corporate or of fully paid debentures
of the company. Accounts and Audit
42. The board of directors shall cause proper books of account to be kept and a profit and loss
account and balance sheet to be prepared, audited and circulated in accordance with sec
tions 123 to 133 ol the Act. 43. Auditors, qualified in accordance with section 270 of the Act, shall be appointed and their
duties regulated in accordance with sections 134 to 136 of the Act. General Meetings and Resolutions
44.
270 of the Act, shall be appointed and their
duties regulated in accordance with sections 134 to 136 of the Act. General Meetings and Resolutions
44.
The powers of the members in general meeting shall be as stated in section 137 of the
Act. 45. Annual general meetings shall be held in accordance with section 149 of the Act. ill-549 [Issue 1]
g shall be as stated in section 137 of the
Act. 45. Annual general meetings shall be held in accordance with section 149 of the Act. ill-549 [Issue 1]
ACT 179
Companies Act, 1963
37. Dividends shall be declared and paid as a fixed sum for each share and not as a proportion
of the amount paid in respect of a share. 38. The board of directors may deduct from a dividend payable to a shareholder the sum of
money presently payable by the shareholder to the company in respect of the shares of the
shareholder. 39. (1) A dividend payable in cash may be paid by cheque or warrant sent by post directed to
the registered address of the shareholder or, in the case of joint holders, to the registered ad
dress of the one who is first named on the register of members, or to the person and to the
address that the holder or joint holders may in writing direct. (2) The cheque or warrant shall be made payable to the order of the person to whom it is
sent. (3) Any one of two or more joint holders may give effectual receipts for any dividends. (4) A dividend payment shall be accompanied by a statement showing the gross amount
of the dividend, and the tax deducted or deemed to be deducted from the gross amount. 40. A dividend shall not bear interest against the company. Capitalisation Issues and Non-cash Dividends
41.
med to be deducted from the gross amount. 40. A dividend shall not bear interest against the company. Capitalisation Issues and Non-cash Dividends
41.
The company, upon the recommendation of the directors, may exercise the powers con
ferred by section 74 of the Act,
(a) to make capitalisation issues of shares in accordance with subsection (1) of sec
tion 74,
(b) to resolve, in accordance with subsection (3) of section 74, that a sum standing
to the credit of the company’s income surplus and which could have been dis
tributed by way of dividend shall be applied in paying up amounts for the time
unpaid on shares,
(c) to direct, in accordance with subsection (4) of section 74, that payment of a divi
dend shall be wholly or partly by distribution of securities for money or fully
paid shares or debentures of another body corporate or of fully paid debentures
of the company. Accounts and Audit
42. The board of directors shall cause proper books of account to be kept and a profit and loss
account and balance sheet to be prepared, audited and circulated in accordance with sec
tions 123 to 133 of the Act. 43. Auditors, qualified in accordance with section 270 of the Act, shall be appointed and their
duties regulated in accordance with sections 134 to 136 of the Act. General Meetings and Resolutions
44.
270 of the Act, shall be appointed and their
duties regulated in accordance with sections 134 to 136 of the Act. General Meetings and Resolutions
44.
The powers of the members in general meeting shall be as stated in section 137 of the
Act. 45. Annual general meetings shall be held in accordance with section 149 of the Act. ill-549 [Issue 1]
g shall be as stated in section 137 of the
Act. 45. Annual general meetings shall be held in accordance with section 149 of the Act. ill-549 [Issue 1]
ACT 179
Companies Act, 1963
46. Extraordinary general meetings may be convened by the directors whenever they think fit
in accordance with section 150 of the Act and shall be convened by the directors on a requisi
tion of members in accordance with section 271 of the Act. 47. Notice of general meetings shall be given in accordance with sections 152 to 159 of the
Act and accompanied by any statements required to be circulated with the notice in accor
dance with sections 157 to 159 of the Act. 48. Meetings may be attended by the persons referred to in section 160 of the Act but a mem
ber shall not be entitled to attend unless all calls or other sums presently payable by that
member in respect of shares in the company have been paid. 49. The quorum required for a general meeting shall be as stated in section 161 of the Act. 50. (1) In accordance with section 163 of the Act a member entitled to attend and vote at a
meeting of the company is entitled to appoint another person, whether a member of the com
pany 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.
com
pany 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) An instrument appointing a proxy shall be in the following form or a form as near to
that form as circumstances admit:
“John Mensah & Co., Limited
I/We .................................................of................................................................. being a member/members of the above-named company hereby appoint...................... of............................................................................................................................ or failing him/her.................................................................................................... of............................................................................................................................ as my/our................................................................................................................ proxy to vote for me/us on my/our behalf at the annual/extraordinary general meeting
of the company to be held on the................day of..................................20............. and at any adjournment thereof. Signed this ............................................... day of..................................20.............
.. and at any adjournment thereof. Signed this ............................................... day of..................................20.............
This form is to be used:
*In favour ofresolution numbered 1
against
*ln favour ofresolution numbered 2
against
[Delete if only one resolution is to be proposed; addfurther instructions if more than
two resolutions are to be proposed.]
Unless otherwise instructed, the proxy will vote as the proxy thinks fit. ★Strike out whichever is not desired."
51. A body corporate which is a member of the company may attend and vote by proxy or by
a representative appointed in accordance with section 165 of the Act. 52. (1) Meetings shall be conducted in accordance with sections 166 to !73ofthcAct. (2) On a poll being demanded the chairman of the meeting shall not be required to direct
a postal ballot in accordance with subsections (6), (7) and (8) of section 170 of the Act unless
the chairman thinks fit or an ordinary resolution to that cffect is moved at the meeting and
passed on a show of hands. [Issue 1] 111-550
e Act unless
the chairman thinks fit or an ordinary resolution to that cffect is moved at the meeting and
passed on a show of hands. [Issue 1] 111-550
ACT 179
Companies Act. 1963
53. In accordance with section 174 of the Act a resolution in writing signed by the members
for the time being entitled to attend and vote at general meetings, or being bodies corporate by
their duly authorised representatives, and if the company has only one member entitled to
attend and vote by that member shall be as valid and effective for all purposes, except as pro
vided by section 174 as if the resolution had 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 spe
cial resolution within the meaning of the Act. 54. Minutes of general meetings shall be kept in accordance with section 177 of the Act. 55. If at any time the shares of the company are divided into different classes these Regula
tions shall apply to a meeting of a class of members in like manner as they apply to general
meetings but the necessary quorum shall be as set out in section 175 of the Act. Votes ofMembers
56.
f members in like manner as they apply to general
meetings but the necessary quorum shall be as set out in section 175 of the Act. Votes ofMembers
56.
Subject to any rights or restrictions for the time being attached to a class of preference
shares and which may be validly attached to that class pursuant to section 49 of the Act,
(a) on a show of hands each member and each proxy lawfully present at the meeting
shall have one vote, and on a poll each member present in person or by proxy
shall have one vote for each share held by that member;
(b) in the event of a postal ballot being directed pursuant to subsections (6), (7) and
(8) of section 170 of the Act, each member entitled to attend and vote at the
meeting shall have one vole for each share held by that member. Directors
57. The number of directors, not being less than two nor more than five, shall be determined
by ordinary resolution of the members in general meeting and until so determined shall be
two. 58.
ss than two nor more than five, shall be determined
by ordinary resolution of the members in general meeting and until so determined shall be
two. 58.
The continuing directors may act notwithstanding a vacancy in their body but if and so
long as their number is reduced below two or below the number fixed by the directors as the
necessary quorum they may act for four weeks after the number is so reduced, but afler that,
may act only for the purpose of increasing their number to that number or of summoning a
general meeting of the company and for no other purpose. 59. The appointment of directors shall be regulated by sections 181 and 272 of the Act. 60. The persons referred to in section 182 of the Act shall not be competent to be appointed
directors of the company. 61. A director need not be a member of the company or hold any shares in the company. 62. The office of director shall be vacated in accordance with section 184 of the Act and a
director may be removed from office in accordance with section 185 of the Act. 63. (1) The company may appoint substitute directors in accordance with section 187 of the
Act and a director may appoint an alternate director in accordance with section 188 of the Act.
titute directors in accordance with section 187 of the
Act and a director may appoint an alternate director in accordance with section 188 of the Act.
(2) An alternate director shall not be entitled to be remunerated otherwise than out of the
remuneration of the director appointing that alternate director. 64. At least one director of the company shall at all times be present in Ghana. 111-551 (Issue 1]
of the director appointing that alternate director. 64. At least one director of the company shall at all times be present in Ghana. 111-551 (Issue 1]
ACT 179
Companies Act, 1963
65. The remuneration payable to a director in whatever capacity shall be determined or ap
proved by the members in general meeting in accordance with section 194 of the Act. 66. The proceedings of the director shall be regulated by section 200 of the Act and the board
of directors may delegate any of their powers to committees of the directors in accordance
with that section. 67. Minutes of meetings of the board of directors and of a committee of directors shall be
kept in accordance with section 201 of the Act. Powers and Duties ofDirectors
68. (1) The business of the company shall be managed by the directors who may pay all ex
penses incurred in promoting and registering the company. (2) Subject to section 202 of the Act, the board of directors may exercise the powers of
the company, including power to borrow money and to mortgage or charge its property and
undertaking or a part of the property and undertaking and to issue debentures, which are not
by the Act or these Regulations required to be exercised by the member in general meeting. 69.
and undertaking and to issue debentures, which are not
by the Act or these Regulations required to be exercised by the member in general meeting. 69.
In a transaction with the company or on its behalf and in the exercise of their powers the
directors shall observe the duties and obligations imposed on them by sections 203 to 205 of
the Act. 70. Subject to compliance with section 207 of the Act a director may enter into a contract
with the company and the contract or any other contract of the company in which a director is
in any way interested shall not be liable to be avoided nor shall a director be liable to account
for a profit made by virtue of that contract by reason of the director holding the office of di
rector or of the fiduciary relationship established by the status as a director. 71. A director may act personally or by the firm of that director in a professional capacity for
the company, except as auditor, and the director or the firm shall be entitled to proper remu
neration for professional services as if the director were not a director. Executive and Managing Directors
72.
firm shall be entitled to proper remu
neration for professional services as if the director were not a director. Executive and Managing Directors
72.
The board of directors may exercise the powers conferred by section 192 of the Act to ap
point one or more of their body to any other office or place of profit under the company, other
than the office of auditor, 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 that appointment. 73. (1) The board of directors may exercise the power conferred by section 193 of the Act to
appoint one or more of their number to the office of managing director 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 and the appointment shall be automatically de
termined if the holder of the office ceases from any cause to be a director.
may revoke the appointment and the appointment shall be automatically de
termined if the holder of the office ceases from any cause to be a director.
(2) The directors may entrust to and confer upon a managing director any of the powers
exercisable by them upon the terms and with the restrictions that they think fit, and either col
laterally with, or on the exclusion of, their own powers, and subject to the terms of an agree
ment entered into in a particular case, may from time to time revoke or vary all or any of those
powers. (Issue 1] III-552
ct to the terms of an agree
ment entered into in a particular case, may from time to time revoke or vary all or any of those
powers. (Issue 1] III-552
ACT 179
Companies Act, 1963
74. Remuneration shall not be payable to a director in respect of any office or place of profit
to which the director is appointed under these Regulations unless and until the terms of the
appointment have been approved by ordinary resolution of the company in general meeting in
accordance with section 194 of the Act. Secretary and Officers and Agents
75. The Secretary shall be appointed by the board of directors for the time. at the remuneration,
and upon the conditions that they think fit; and a secretary so appointed may be removed by
them, subject to the right of the secretary to claim damages if removed in breach of contract. 76. A provision in the Act or these Regulations requiring or authorising a thing to be done by
or to a director and the secretary shall not be satisfied by its being done by or to the same per
son acting both as director and as, or in place of, the secretary. 77.
nd the secretary shall not be satisfied by its being done by or to the same per
son acting both as director and as, or in place of, the secretary. 77.
(1) The board of directors may from time to time appoint officers and agents of the com
pany and may appoint a body corporate, firm, or body of persons, whether nominated directly
or indirectly, by the board of directors, to be the attorney or attorneys of the company for the
purposes and with the powers, authorities and discretions, not exceeding those vested in or
exercisable by the directors under these Regulations, and for the period and subject to the
conditions that they may think fit. (2) The powers of attorney may contain the provisions for the protection and conven
ience of persons dealing with that attorney that the directors may think fit and may also
authorise that attorney to delegate all or any of the powers, authorities and discretions vested
in that attorney. The Seal
78.
think fit and may also
authorise that attorney to delegate all or any of the powers, authorities and discretions vested
in that attorney. The Seal
78.
The directors shall provide for the safe custody of the seal, which shall only be used by
the authority of the board of directors or of a committee of the directors authorised by the
board of directors in that behalf, and an instrument to which the seal is affixed shall be signed
by a director, and shall be countersigned by the secretary or by a second director or by some
other person appointed by the directors for the purpose. 79. The company may exercise the powers conferred by section 148 of the Act with regard to
having an official seal for use abroad, and those powers shall be vested in the board of directors. Service ofDocuments
80. A document may be served by the company on a member, debenture holder or director of
the company in the manner provided by section 262 of the Act. Winding-up
81.
may be served by the company on a member, debenture holder or director of
the company in the manner provided by section 262 of the Act. Winding-up
81.
(1) Where the company is being wound up the liquidator may, with the sanction of a spe
cial resolution of the company and any other sanction required by the Act or by the Bodies
Corporate (Official Liquidation) Act, 1963 (Act 180), divide amongst the members in specie
or kind the whole or a part of the assets of the company, whether they consist of property of
the same kind or not, and may for that purpose set the value that the liquidator thinks fair upon
the property to be divided and may determine how the division shall be carried out as between
the members or different classes ol members. (2) The liquidator may, with the like sanction, vest the whole or a part of the assets in
trustees upon the trusts for the benefit of the members that the liquidator, with the like sanc
tion, thinks fit. HI - 553 [Issue II
of the assets in
trustees upon the trusts for the benefit of the members that the liquidator, with the like sanc
tion, thinks fit. HI - 553 [Issue II
ACT 179
Companies Act, 1963
74. Remuneration shall not be payable to a director in respect of any office or place of profit
to which the director is appointed under these Regulations unless and until the terms of the
appointment have been approved by ordinary resolution of the company in general meeting in
accordance with section 194 of the Act. Secretary and Officers and Agents
75. The Secretary shall be appointed by the board of directors for the time, at the remuneration,
and upon the conditions that they think fit; and a secretary so appointed may be removed by
them, subject to the right of the secretary to claim damages if removed in breach of contract. 76. A provision in the Act or these Regulations requiring or authorising a thing to be done by
or to a director and the secretary shall not be satisfied by its being done by or to the same per
son acting both as director and as, or in place of, the secretary. 77.
nd the secretary shall not be satisfied by its being done by or to the same per
son acting both as director and as, or in place of, the secretary. 77.
(1) The board of directors may from time to time appoint officers and agents of the com
pany and may appoint a body corporate, firm, or body of persons, whether nominated directly
or indirectly, by the board of directors, to be the attorney or attorneys of the company for the
purposes and with the powers, authorities and discretions, not exceeding those vested in or
exercisable by the directors under these Regulations, and for the period and subject to the
conditions that they may think fit. (2) The powers of attorney may contain the provisions for the protection and conven
ience of persons dealing with that attorney that the directors may think fit and may also
authorise that attorney to delegate all or any of the powers, authorities and discretions vested
in that attorney. The Seal
78.
think fit and may also
authorise that attorney to delegate all or any of the powers, authorities and discretions vested
in that attorney. The Seal
78.
The directors shall provide for the safe custody of the seal, which shall only be used by
the authority of the board of directors or of a committee of the directors authorised by the
board of directors in that behalf, and an instrument to which the seal is affixed shall be signed
by a director, and shall be countersigned by the secretary or by a second director or by some
other person appointed by the directors for the purpose. 79. The company may exercise the powers conferred by section 148 of the Act with regard to
having an official seal for use abroad, and those powers shall be vested in the board of directors. Service ofDocuments
80. A document may be served by the company on a member, debenture holder or director of
the company in the manner provided by section 262 of the Act. Winding-up
81.
may be served by the company on a member, debenture holder or director of
the company in the manner provided by section 262 of the Act. Winding-up
81.
(1) Where the company is being wound up the liquidator may, with the sanction of a spe
cial resolution of the company and any other sanction required by the Act or by the Bodies
Corporate (Official Liquidation) Act, 1963 (Act 180), divide amongst the members in specie
or kind the whole or a part of the assets of the company, whether they consist of property of
the same kind or not, and may for that purpose set the value that the liquidator thinks fair upon
the property to be divided and may determine how the division shall be carried out as between
the members or different classes of members. (2) The liquidator may, with the like sanction, vest the whole or a part of the assets in
trustees upon the trusts for the benefit of the members that the liquidator, with the like sanc
tion, thinks fit. ill -553 [issue 1]
of the assets in
trustees upon the trusts for the benefit of the members that the liquidator, with the like sanc
tion, thinks fit. ill -553 [issue 1]
ACT 179
Companies Act, 1963
(3) Notwithstanding subregulations (1) and (2), a member shall not be compelled to ac
cept any securities on which there is a liability. interpretation
82. In these Regulations, unless the context otherwise requires,
(a) “Act” means the Companies Act, 1963 (Act 179) or a statutory modification or
re-enactment of the Act;
(b) words or expressions have the meanings assigned to them in the Act;
(c) references to sections of the Act mean the sections as modified or re-enacted. 1 the undersigned am desirous of forming an incorporated company in pursuance of these
Regulations and I agree to take the number of shares in the company set opposite my name
and to pay for the shares in cash the consideration slated. Name, Address and Description Number of
or Occupation ofSubscriber Shares
George Frimpong of 1116, High Street
Accra, Storekeeper .............................. 100,000,000
Consideration Payable in
Cash
[0100,000,000]
Dated the 22nd day of November, 1961. Witness to the above signature:
Name ........................................................ Address.....................................................
ess to the above signature:
Name ........................................................ Address.....................................................
Description or Occupation .......................... Charles Robinson
Nkrumah Circle, Accra
Legal Practitioner
NOTES ON PART ONE
Regulations in the form of regulations 1 to 7 must be expressly stated in the Regulations
lodgedfor registration. The remaining regulations may be adopted by reference by stating,
“8. The company is a private company and accordingly regulations 8 to 82 in
Part One of Table A in the Second Schedule to the Companies Act, 1963 (Act 179)
shall apply. "
if it is desired to exclude any ofthose regulations insert after "Companies Act, 1963 (Act
179), "the words "(except regulations)". if it is desired to exclude Table A completely, insert instead of the above,
"8. The regulations contained in Table A in the Second Schedule to the Compa
nies Act, 1963 (Act 179), shall not apply to the company except in so far as they are
repeated or contained in these Regulations. "
In that event care must be taken to include a regulation equivalent to regulation 8 of the
Table: otherwise the company will not be a private company. 1. Regulations 8 and 32.
e taken to include a regulation equivalent to regulation 8 of the
Table: otherwise the company will not be a private company. 1. Regulations 8 and 32.
If in addition, or instead, of the unfettered power to refuse transfers
it is desired to give the other shareholders rights of pre-emption or first refusal appropriate
provisions should be inserted after regulation 32. In that event regulation 8 (a) need merely
state “the right to transfer shares is restricted in manner hereinafler appearing”. [issue 1] III-554
n 32. In that event regulation 8 (a) need merely
state “the right to transfer shares is restricted in manner hereinafler appearing”. [issue 1] III-554
ACT 179
Companies Act, 1963
2. Regulation 52. if the shares are equally divided between two interests it may be desirable
to delete this regulation and to substitute another beginning,
"(1) Meetings shall be conducted in accordance with sections 166 to 173 of the
Act but the chairman of the meeting shall not have a casting vote cither on a show of
hands ora poll.”
This will prevent one side from out-voting the other but may, of course, lead to a deadlock. 3. Regulation 52. If it is desired that the chairman should be required to direct a postal ballot
if a poll is demanded, this regulation should be deleted and another substituted in which sub
regulation (2) should read,
“On a poll being validly demanded the chairman of the meeting shall direct a
postal ballot in accordance with subsections (6), (7) and (8) of section 170 of the Act
4. Regulation 59. If it is desired that a class of security-holders or the employees shall have
the right to appoint one or more directors, this regulation should be deleted and another substi
tuted making the appropriate provisions. 5. Regulation 63.
ight to appoint one or more directors, this regulation should be deleted and another substi
tuted making the appropriate provisions. 5. Regulation 63.
If it is desired that the alternate director shall be entitled to the remuneration
of the director who appointed the alternate director, this regulation should be deleted and an
other substituted in which sub regulation (2) should read,
“An alternate director shall be entitled to receive from the company during the pe
riod of the appointment the remuneration to which the director who appointed the al
ternate director, but for that appointment, would have been entitled, and that director
shall not be entitled to the remuneration for that period.”
6. Regulation 66. As pointed out in Note 2 it may sometimes be desirable to deprive the
chairman of a casting vote. In that event this regulation should be deleted and the following
substituted:
“The proceedings of the directors shall be regulated by section 200 of the Act but
on an equality of votes the chairman shall not have a second or casting vote.”
7. Subscription of Regulations. If there is to be more than one member it may be convenient
for the members to subscribe, in which case this provision should be amended to read as in the
corresponding provision in Part Two.
may be convenient
for the members to subscribe, in which case this provision should be amended to read as in the
corresponding provision in Part Two.
It will normally be convenient for the subscribers to
sign for the amount of the minimum cash consideration required under section 28 and not
merely for one share each. 8. Provision has not been made for the keeping of branch registers as these will rarely be
needed in the case of private companies. Should it nevertheless be desired to maintain these
registers a regulation similar to [regulation 43 of Part Two] should be included. PART TWO
Table A - Regulations for a Public Company Limited by Shares
1. The name of the company is Gower Mining Corporation Limited. 2. The nature of the businesses which the company is authorised to carry on are,
(a) to purchase, take concessions of lease, or otherwise acquire any mines, mining
rights and metalliferous land in Ghana or elsewhere and any interest in those
businesses, and to explore, work, exercise, develop, and turn those businesses to
account;
Ill-555 [Issue I]
na or elsewhere and any interest in those
businesses, and to explore, work, exercise, develop, and turn those businesses to
account;
Ill-555 [Issue I]
ACT 179
Companies Act, 1963
(b) to crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate, manipulate,
and prepare for market, ore, metal and mineral substances of all kinds. 3. Pursuant to section 24 of the Companies Act, 1963 (Act 179) the company has, for the
furtherance of its authorised businesses the powers of a natural person of full capacity except
in so far as those powers are expressly excluded by these Regulations. 4. The first directors of the company are,
Sabina Amamoo
John Henry Smith
Herbert Harold Brown
Kwame Kwasi
Patience Pettison
Estelle Forster
Peter Azuma
Linda Kwao
John Logan. 5. The powers of the board of directors are limited in accordance with section 202 of the Act. 6. The liability of the members of the company is limited. 7. The company is to be registered with 500,000 shares of no par value. Shares and Variation ofRights
8.
ity of the members of the company is limited. 7. The company is to be registered with 500,000 shares of no par value. Shares and Variation ofRights
8.
The company may, by special resolution altering these Regulations,
(a) increase the number of its shares by creating new shares;
(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;
(c) provide for different classes of shares by attaching to certain of the shares pre
ferred, deferred or other special rights or restrictions whether in regard to divi
dend, voting, repayment, or otherwise: but the voting rights of equity shares shall
comply with [sections 31 and 50] of the Act and the voting rights of preference
shares shall comply with sections 31 and 49 of the Act;
(d) in accordance with section 59 of the Act create preference shares which are, or at
the option of the company arc liable, to be redeemed on the terms and in the
manner that may be provided, but subject to compliance with sections 60 to 63
of the Act. 9. On the issue of any new or unissued shares in the company the directors shall comply with
section 202 of the Act. 10.
sections 60 to 63
of the Act. 9. On the issue of any new or unissued shares in the company the directors shall comply with
section 202 of the Act. 10.
If at any time the shares are divided into different classes, the rights attached to a class
may be varied with the written consent of the holders of at least three-fourths ol the issued
shares of that class or the sanction of a special resolution oi the holders of the shares of that
class. [Issue 1] 111-556
three-fourths ol the issued
shares of that class or the sanction of a special resolution oi the holders of the shares of that
class. [Issue 1] 111-556
ACT 179
Companies Act, 1963
(b) to crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate, manipulate,
and prepare for market, ore, metal and mineral substances of all kinds. 3. Pursuant to section 24 of the Companies Act, 1963 (Act 179) the company has, for the
furtherance of its authorised businesses the powers of a natural person of full capacity except
in so far as those powers are expressly excluded by these Regulations. 4. The first directors of the company are,
Sabina Amamoo
John Henry Smith
Herbert Harold Brown
Kwame Kwasi
Patience Pettison
Estelle Forster
Peter Azuma
Linda Kwao
John Logan. 5. The powers of the board of directors are limited in accordance with section 202 of the Act. 6. The liability of the members of the company is limited. 7. The company is to be registered with 500,000 shares of no par value. Shares and Variation ofRights
8.
ity of the members of the company is limited. 7. The company is to be registered with 500,000 shares of no par value. Shares and Variation ofRights
8.
The company may, by special resolution altering these Regulations,
(a) increase the number of its shares by creating new shares;
(6) 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;
(c) provide for different classes of shares by attaching to certain of the shares pre
ferred, deferred or other special rights or restrictions whether in regard to divi
dend, voting, repayment, or otherwise: but the voting rights of equity shares shall
comply with [sections 31 and 50] of the Act and the voting rights of preference
shares shall comply with sections 31 and 49 of the Act;
(d) in accordance with section 59 of the Act create 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, but subject to compliance with sections 60 to 63
of the Act. 9. On the issue of any new or unissued shares in the company the directors shall comply with
section 202 of the Act. 10.
sections 60 to 63
of the Act. 9. On the issue of any new or unissued shares in the company the directors shall comply with
section 202 of the Act. 10.
If at any time the shares are divided into ditferent classes, the rights attached to a class
may be varied 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. [Issue 1] 111-556
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. [Issue 1] 111-556
ACT 179
Companies Act, 1963
11. Subject to compliance with sections 60 to 63 of the Act the company may exercise the
powers conferred by section 59 of the Act, to,
(a) purchase its own shares;
(b) acquire its own shares by a voluntary transfer to it or to nominees for it;
(c) forfeit in the manner appearing in these Regulations any shares issued with an
unpaid liability for non-payment of calls or other sums payable in respect of the
shares. 12. The company may pay commission or brokerage to a person in consideration of that per
son subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for
any shares in the company provided that the payment does not exceed ten for each hundred of
the price at which the shares are issued. 13. Share certificates shall be issued in accordance with section 53 of the Act. 14.
ten for each hundred of
the price at which the shares are issued. 13. Share certificates shall be issued in accordance with section 53 of the Act. 14.
(1) Where shares are issued upon the terms that a part of the price payable for the shares
is not payable at a fixed time the board of directors may from time to time make calls upon the
shareholders in respect of any moneys unpaid on their shares, provided that a call shall not be
payable less than twenty-eight days from the date fixed for the payment of the last preceding
call, and each shareholder shall, subject to receiving not less than fourteen days notice speci
fying the time or times and place of payment, pay to the company at the time or times and
place so specified the amount called upon the shares of that shareholder. (2) A call may be revoked or postponed as the directors may determine. 15. A call is made at the time when the resolution of the directors authorising the call was
passed and may be required to be paid by instalments. 16. The joint holders of a share are jointly and severally liable to pay all calls in respect of
that share. 17.
e required to be paid by instalments. 16. The joint holders of a share are jointly and severally liable to pay all calls in respect of
that share. 17.
If a sum called in respect of a share is not paid before or on the day appointed for pay
ment, the person from whom the sum is due shall pay interest on that sum from the date ap
pointed for payment to the time of actual payment at the yearly rate not exceeding five for
each hundred that the board of directors may determine, but the board of directors shall be at
liberty to waive payment of the interest wholly or in part. 18. A sum which by the terms of issue of a share becomes payable on application for the
shares or on allotment, or at a fixed date shall for the purposes of these Regulations be treated
as a call duly made and payable on the date on which by the terms of issue the sum becomes
payable, and in the ease of non-payment the relevant provisions of these Regulations as to
payment of interest and expenses, forfeiture, sale or otherwise shall apply as if that sum had
become payable by virtue of a call duly made and notified. 19. As between shares of the same class the company shall not differentiate between the
holders as to the amount of calls to be paid or the times of payment.
between shares of the same class the company shall not differentiate between the
holders as to the amount of calls to be paid or the times of payment.
20 if the company receives from a shareholder all or any part of the moneys not presently
payable or called upon any shares held by the shareholder the sum shall not be treated as a
payment in respect of the shares until the sum becomes due and payable on the shares and in
the meantime the sum shall be treated as a loan to the company upon which the company may
pay interest at the yearly rate not exceeding five for each hundred as may by agreed between
the board of directors and the shareholder. 111-557 [Issue I]
interest at the yearly rate not exceeding five for each hundred as may by agreed between
the board of directors and the shareholder. 111-557 [Issue I]
ACT 179
Companies Act, 1963
Forfeiture ofShares
21. If a shareholder fails to pay any call or instalment of a call, including a sum treated as a
call under regulation 18 of these Regulation, the board of directors may at any time during the
time that a part of the call or instalment remains unpaid, serve a notice on the shareholder
requiring payment of so much of the call or instalment as is unpaid, together with the interest
which may have accrued. 22. The notice shall name a further day, not earlier than the expiration of fourteen days from
the date of service of the notice on or before which the payment required by the notice is to be
made, and shall state that in the event of non-payment at or before the times appointed the
shares in respect of which the call was made will be liable to be forfeited. 23. If the requirements of the notice are not complied with, a share in respect of which the
notice has been given may, at any time, before the payment required by the notice has been
made, be forfeited by a resolution of the directors to that effect. 24.
een given may, at any time, before the payment required by the notice has been
made, be forfeited by a resolution of the directors to that effect. 24.
A forfeited share may either be cancelled by alteration of these regulations or may be
retained as a treasury share until sold or otherwise disposed of on the terms and in the manner
the board of directors think fit. 25. A person whose shares have been forfeited ceases to be a member in respect of the for
feited shares and that person shall surrender to the company for cancellation the share certifi
cate or certificates in respect of the shares so forfeited but shall, nonetheless, remain liable to
pay to the company moneys which, at the date of the forfeiture, were payable by that person to
the company in respect of the shares, but the liability of that person shall cease if and when
the company receives payment in full of the moneys in respect of the shares. 26. A statutory declaration in writing that the declarant is a director or the secretary of the
company and that a share in the company has been duly forfeited on the date stated in the dec
laration, is conclusive evidence of the facts stated in the declaration as against a person claim
ing to be entitled to the share. Lien
27.
in the dec
laration, is conclusive evidence of the facts stated in the declaration as against a person claim
ing to be entitled to the share. Lien
27.
(1) The company shall have a first and paramount lien on the shares issued with an un
paid liability for the moneys, whether presently payable or not, called or payable at a fixed
time in respect of the shares. (2) The company’s lien extends to all dividends payable on the lien. 28. If a sum in respect of which the company has a lien is presently payable the board of direc
tors, after serving the notice required by regulations 21 and 22 of these Regulations may, at any
time before the payment required by the notice has been made, sell a share on which the com
pany has a lien instead of forfeiting it in accordance with regulation 23 of these Regulations. 29. (1) To give effect to the sale the board of directors may authorise a person to transfer the
shares sold to the purchaser of the shares. (2) The purchaser shall be registered as the holder of the shares comprised in the transfer
and the purchaser shall not be bound to see to the application of the purchase money nor shall
the title to the shares be affected by an irregularity or invalidity in the proceedings in reference
to the sale. (Issue 1] 111-558
se money nor shall
the title to the shares be affected by an irregularity or invalidity in the proceedings in reference
to the sale. (Issue 1] 111-558
ACT 179
Companies Act, 1963
30. The proceeds of the sale shall be received by the company and applied in payment of the
part of the amount in respect of which the lien exists as is presently payable, and the residue
shall, subject to a like lien for sums not presently payable as existed upon the shares before the
sale, be paid to the person entitled to the share at the date of the sale but the company is not
bound to make the payment unless and until that person has surrendered to the company for
cancellation the share certificate or certificates relating to the shares so sold. Transfer and Transmission ofShares
31. (1) The board of directors may decline to register,
(a) the transfer of a share on which there is an unpaid liability to a person of whom
they do not approve;
(b) the transfer of a share to a person who is an infant or to a person found by a court
of competent jurisdiction in Ghana to be a lunatic or of unsound mind. (2) Subject to subregulation (1) there shall be no restriction on the right to transfer any
shares in the company. 32. Shares shall be transferable and transfers shall be registered in the manner provided by
sections 95 and 98 of the Act. 33.
shares in the company. 32. Shares shall be transferable and transfers shall be registered in the manner provided by
sections 95 and 98 of the Act. 33.
In the event of the death of a shareholder or in the event of the ownership of a share de
volving upon a person by reason of that person being the legal personal representative, re
ceiver or trustee in bankruptcy of the holder, or by operation of law, section 99 of the Act
shall apply. Dividends
34. The company may by ordinary resolution declare dividends in respect of a year or other
period but a dividend shall not exceed the amount recommended by the board of directors. 35. The board of directors may exercise the power conferred by section 293 of the Act to pay
interim dividends. 36. A dividend shall not be paid unless,
(a) the company will after the payment, be able to pay its debts as they fall due;
(b) the amount of the payment does not exceed the amount of the company’s income
surplus immediately prior to the making of the payment. 37.
fall due;
(b) the amount of the payment does not exceed the amount of the company’s income
surplus immediately prior to the making of the payment. 37.
The board of directors may, before recommending a dividend, set aside out of the profits
or income surplus of the company the sums that they think proper in order to provide for a
known liability, including a disputed or contingent liability, or as a depreciation or replace
ment provision and may carry forward any profits or income surplus which they may think
prudent not to distribute. 38. The dividends shall be declared and paid as a fixed sum for a share and not as a propor
tion of the amount paid in respect of a share. 39. The board of directors may deduct from a dividend payable to a shareholder the sums of
money presently payable by the shareholder to the company in respect of the shares. ill-559 (Issue 1]
a dividend payable to a shareholder the sums of
money presently payable by the shareholder to the company in respect of the shares. ill-559 (Issue 1]
ACT 179
Companies Act, 1963
40. (1) A dividend payable in cash may be paid by cheque or warrant sent by post directed to
the registered address of the shareholder or, in the case of joint holders, to the registered ad
dress of that one who is first named on the register of members, or to the person and to the
address that the holder or joint holders may in writing direct. (2) A cheque or warrant shall be made payable to the order of the person to whom it is
sent. (3) Any one of two or more joint holders may give effectual receipts for any dividends. (4) A dividend payment shall be accompanied by a statement showing the gross amount
of the dividend, and the tax deducted or deemed to be deducted from the gross amount. 41. A dividend shall not bear interest against the company. Capitalisation Issues and Non-Cash Dividends
42.
med to be deducted from the gross amount. 41. A dividend shall not bear interest against the company. Capitalisation Issues and Non-Cash Dividends
42.
The company, upon the recommendation of the directors, may exercise the powers con
ferred by section 74 of the Act,
(a) to make capitalisation issues of shares in accordance with subsection (1) of
section 74;
(6) to resolve, in accordance with subsection (3) of section 74 that a sum standing to
the credit of the company’s income surplus and which could have been distrib
uted by way of dividend shall be applied in paying up amounts for the time being
unpaid on shares;
(c) to direct, in accordance with subsection (4) of section 74 that payment of a divi
dend shall be wholly or partly by distribution of securities for money or fully
paid shares or debentures of another body corporate or of fully paid debentures
of the company. Branch Registers
43. The company may exercise the powers conferred by sections 103 and 104 of the Act with
respect to the keeping of branch registers and the board of directors may, subject to those sec
tions, make the regulations that they think fit respecting the keeping of those registers and
may vary the regulations subject to those sections. Accounts and Audit
44.
gulations that they think fit respecting the keeping of those registers and
may vary the regulations subject to those sections. Accounts and Audit
44.
The board of directors shall cause proper books of account to be kept and a profit and loss
account and balance sheet to be prepared, audited and circulated in accordance with sec
tions 123 to 133 of the Act. 45. Auditors, qualified in accordance with section 296 of the Act, shall be appointed and their
duties regulated in accordance with sections 134 to 136 of the Act. General Meetings and Resolutions
46. The powers of the members in general meeting shall be as stated in section 137 of the
Act. 47. Annual general meetings shall be held in accordance with section 149 of the Act. [Issue 1] 111-560
g shall be as stated in section 137 of the
Act. 47. Annual general meetings shall be held in accordance with section 149 of the Act. [Issue 1] 111-560
ACT 179
Companies Act. 1963
48. Extraordinary general meetings may be convened by the directors whenever they think fit
in accordance with section 150 of the Act and shall be convened by the directors on a requisi
tion of members in accordance with section 297 of the Act. 49. Notice of general meetings shall be given in accordance with sections 152 to 159 of the
Act and accompanied by any statements required to be circulated with the notice in accor
dance with sections 157 to 159 of the Act. 50. Meetings may be attended by the persons referred to in section 160 of the Act but a mem
ber is not entitled to attend unless the calls or other sums presently payable by that member in
respect of shares in the company have been paid. 51. The quonun required for a general meeting shall be as stated in section 161 of the Act. 52. (1) In accordance with section 163 of the Act a member entitled to attend and vote at a
meeting of the company is entitled to appoint another person, whether a member of the com
pany 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.
com
pany 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) An instrument appointing a proxy shall be in the following form or a form as near to
that form as circumstances admit:
“Gower Mining Corporation Limited
I/We ...................................... of................................................. being a member/members
of the above-named company hereby appoint......................................................................... of.................................................. as my/our proxy to vote for me/us on my/our behalf at the
annual/extraordinary general meeting of the company to be held on the................................... day of............................................. 20............... and at any adjournment of that meeting. Signed this.......................... day of..................................20............. This form is to be used,
’in favour of resolution numbered 1
against
*in favour of resolution numbered 2. against
[Delete if only one resolution is to be proposed; addfurther instructions ifmore than two resolu
tions are to be proposed.]
Unless otherwise instructed, the proxy will vote as the proxy thinks fit. 'Strike out whichever is not desired'. 53.
resolu
tions are to be proposed.]
Unless otherwise instructed, the proxy will vote as the proxy thinks fit. 'Strike out whichever is not desired'. 53.
A body corporate which is a member of the company may attend and vote either by proxy
or by a representative appointed in accordance with section 165 of the Act. 54. (1) Meetings shall be conducted in accordance with sections 166 to 173 of the Act. (2) On a poll being demanded the chairman of the meeting shall not be required to direct
a postal ballot in accordance with subsections (6), (7) and (8) of section 170 of the Act unless
the chairman thinks fit or an ordinary resolution to that effect is moved at the meeting and
passed on a show of hands. 55. In accordance with section 174 of the Acl, a resolution in writing signed by the members
for the time being entitled to attend and vote at general meetings, or being bodies corporate by
their duly authorised representatives, and if the company has only one member by that mem
ber shall be as valid and effective for all purposes, except as provided by section 174 as if the
111-561 [Issue II
ny has only one member by that mem
ber shall be as valid and effective for all purposes, except as provided by section 174 as if the
111-561 [Issue II
ACT 179
Companies Act, 1963
resolution had been passed at a general meeting of the company duly convened and held, and
if described as a special resolution shall be treated as a special resolution within the meaning
of the Act. 56. Minutes of general meetings shall be kept in accordance with section 177 of the Act. 57. If at any time the shares of the company are divided into different classes these Regula
tions shall apply to meetings of a class of members in like manner as they apply to general
meetings but so that the necessary quorum shall be as set out in section 175 of the Act. Votes of Members
58.
in like manner as they apply to general
meetings but so that the necessary quorum shall be as set out in section 175 of the Act. Votes of Members
58.
Subject to any rights of restrictions for the time being attached to a class of preference
shares and which may be validly attached to that class pursuant to section 49 of the Act,
(a} on a show of hands each member and each proxy lawfully present at the meeting
shall have one vote, and on a poll each member present in person or by proxy
shall have one vote for each share held by that member;
(b) in the event of a postal ballot being directed pursuant to subsections (6), (7) and
(8) of section 170 of the Act, each member entitled to attend and vote at the
meeting shall have one vole for each share held by that member. Directors
59. The number of directors, not being less than five nor more than twelve, shall be deter
mined by ordinary resolution of the members in general meeting and until so determined shall
be seven. 60.
n five nor more than twelve, shall be deter
mined by ordinary resolution of the members in general meeting and until so determined shall
be seven. 60.
The continuing directors may act notwithstanding a vacancy in their number but if and so
long as their number is reduced below two or below the number fixed by the directors as the
necessary quorum they may act for four weeks after the number is so reduced, but after that
may act only for the purpose of increasing their number to that number or of summoning a
general meeting of the company and for no other purpose. 61. The appointment of directors shall be regulated by sections 181, 298 and 299 of the Act. 62. The persons referred to in section 182 of the Act shall not be competent to be appointed
directors of the company. 63. A director need not be a member of the company or hold any shares in the company. 64. The office of director shall be vacated in accordance with section 184 of the Act and a
director may be removed from office in accordance with section 185 of the Act. 65. (1) The company may appoint substitute directors in accordance with section 187 of the
Act and a director may appoint an alternate director in accordance with section 188 of the Act.
titute directors in accordance with section 187 of the
Act and a director may appoint an alternate director in accordance with section 188 of the Act.
(2) An alternate director is not entitled to be remunerated otherwise than out of the re
muneration of the director appointing the alternate director. 66. At least one director of the company shall at all times be present in Ghana. 67. The remuneration payable to a director in whatever capacity shall be determined or ap
proved by the members in general meeting in accordance with section 194 of the Act. [Issue 1] 111-562
r in whatever capacity shall be determined or ap
proved by the members in general meeting in accordance with section 194 of the Act. [Issue 1] 111-562
ACT 179
Companies Act, 1963
68. The proceedings of the directors shall be regulated by section 200 of the Act and the
board of directors may delegate any of their powers to committees of the directors in accor
dance with that section. 69. Minutes of meetings of the board of directors and of a committee of directors shall be
kept in accordance with section 201 of the Act. Powers and Duties of Directors
70. (1) The business of the company shall be managed by the directors who may pay all ex
penses incurred in promoting and registering the company. (2) Subject to section 202 of the Act, the board of directors may exercise the powers of the
company, including the power to borrow money and to mortgage or charge its property and un
dertaking or any part of the property and undertaking and to issue debentures, that are not by the
Act or these Regulations required to be exercised by the members in general meeting. 71. Ina transaction with the company or on its behalf and in the exercise of their powers the
directors shall observe the duties and obligations imposed on them by sections 203 to 205 of
the Act. 72.
half and in the exercise of their powers the
directors shall observe the duties and obligations imposed on them by sections 203 to 205 of
the Act. 72.
Subject to compliance with section 207 of the Act, a director may enter into a contract
with the company and the contract or any other contract of the company in which a director is
in any way interested shall not be liable to be avoided nor shall a director be liable to account
for a profit made pursuant to that contract by reason of the director holding the office of direc
tor or of the fiduciary relationship established in respect of the contract. 73. A director may act personally or by the firm of the director in a professional capacity for
the company, except as auditor, and the director or the firm shall be entitled to proper remu
neration for professional services as if the director were not a director. Executive and Managing Directors
74. The board of directors may exercise the powers conferred by section 192 of the Act to
appoint one or more of their number to any other office or place of profit under the company
other than the office of auditor 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. 75.
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. 75.
(1) The board of directors may exercise the power conferred by section 193 of the Act to
appoint one or more of their number to the office of managing director 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 which shall be automatically determined if the
holder of the office ceases from any cause to be a director. (2) The directors may entrust to and confer upon a managing director any of the powers
exercisable by them upon the terms and with the restrictions that they think fit, and collater
ally with, or to the exclusion of, their own power, and subject to the terms of an agreement
entered into in a particular case, may revoke or vary all or any of those powers. 76. Remuneration shall not be payable to a director in respect of any office or place of profit
to which the director is appointed under these Regulations unless and until the terms of the
appointment have been approved by ordinary resolution of the company in general meeting in
accordance with section 194 of the Act. Ill - 563 [issue 1]
appointment have been approved by ordinary resolution of the company in general meeting in
accordance with section 194 of the Act. Ill - 563 [issue 1]
ACT 179
Companies Act, 1963
77. The secretary shall be appointed by the board of directors for the time, at the remuneration,
and upon the conditions that they think fit; and a secretary so appointed may be removed by
them, subject to the right of the secretary to claim damages if removed in breach of contract. 78. A provision in the Act or these Regulations requiring or authorising a thing to be done by
or to a director and the secretary shall not be satisfied by its being done by or to that person
acting both as director and as, or in place of, the secretary. 79. (1) The board of directors may appoint officers and agents of the company and may ap
point a body corporate, firm or body or persons, whether nominated directly or indirectly, by
the board of directors, to be the attorney or attorneys of the company for the purposes and
with the powers, authorities and discretions, not exceeding those vested in or exercisable by
the directors under these Regulations, and for the period and subject to the conditions that they
may think fit.
ing those vested in or exercisable by
the directors under these Regulations, and for the period and subject to the conditions that they
may think fit.
(2) The powers of attorney may contain provisions for the protection and convenience of
persons dealing with the attorney which the directors think fit and may also authorise the at
torney to delegate all or any of the powers, authorities and discretions vested in the attorney. The Seal
80. The directors shall provide for the safe custody of the seal, which shall only be used by
the authority of the board of directors or of a committee of the directors authorised by the
board of directors in that behalf, and an instrument to which the seal is affixed shall be signed
by a second director or by any other person appointed by the directors for the purpose. 81. The company may exercise the powers conferred by section 148 of the Act with regard to
having an official seal for use abroad, and those powers shall be vested in the board of directors. Service ofDocumenta
82. A document may be served by the company on a member, dcbcntureholder or director of
the company in the manner provided by section 262 of the Act. Winding up
83.
may be served by the company on a member, dcbcntureholder or director of
the company in the manner provided by section 262 of the Act. Winding up
83.
(1) If the company is being wound up, the liquidator may, with the sanction of a special
resolution of the company and any other sanction required by the Act or by the Bodies Corpo
rate (Official Liquidations) Act, 1963 (Act 180) divide amongst the members in specie or kind
the whole or part of the assets of the company, whether they consist of property of the same
kind or not, and may for the purpose set a value that the liquidator considers fair upon the
property to be divided and may determine how the division shall be carried out as between the
members or different classes of members. (2) The liquidator may, with the like sanction vest the whole or a part of the assets in
trustees upon the trusts for the benefit of the members that the liquidator, with the like sanc
tion, thinks fit. (3) Notwithstanding any other provisions of the regulation, a member shall not be com
pelled to accept any securities on which there is a liability. interpretation
84. In these Regulations unless the context other wise requires,
(a) “Act” means the Companies Act, 1963 (Act 179) or a statutory modification or
re-enactment of that Act;
[Issue 1] 111-564
text other wise requires,
(a) “Act” means the Companies Act, 1963 (Act 179) or a statutory modification or
re-enactment of that Act;
[Issue 1] 111-564
ACT 179
Companies Act. 1963
(b) words or expressions have the meaning assigned to them in the Act;
(c) references to sections of the Act mean the sections as modified or re-enacted. We the undersigned are desirous of forming an incorporated company in pursuance of these
Regulations and we respectively agree to take the number of shares in the company set oppo
site our respective names and to pay for those shares in cash the consideration respectively
stated. Name. Address and Description Number of
or Occupation ofSubscriber Shares
Helen Jehu-Appiah of 301 Ring Road,
Obuasi, Mining Engineer............................ 1,000
John Henry Smith of 421 Ghana House,
Kumasi, Chartered Accountant 1,000
Consideration
Payable in Cash
[050,000,000]
[050,000,000]
Dated the 22nd day of November, 1961. Witness to the above signature:
Name - Charles Robinson
Address - Nkrumah Circle, Accra
Description or Occupation - Legal Practitioner
NOTES ON PART TWO
Regulations in the form of regulations 1 to 7 must be expressly slated in the Regulations
lodgedfor registration. The remaining regulations may be adopted by reference by stating,
"8.
tions 1 to 7 must be expressly slated in the Regulations
lodgedfor registration. The remaining regulations may be adopted by reference by stating,
"8.
The company is a public company and accordingly regulations 8 to 84 oj
Part Two of Table A in the Second Schedule to the Companies Act, 1963 (Act 179)
shall apply."
"If it is desired to exclude any of these regulations, insert after "Companies Act. 1963 (Act 179)” the words “(except regulations)". if it is desired to exclude Table A completely. insert instead of the above. “8. The regulations contained in Table A in the Second Schedule to the Compa
nies Act, 1963 (Act 179) shall not apply to the company except in so far as they are re
peated or contained in these Regulations."
1 . Regulation 54. If it is desired that the chairman should be required to direct a postal ballot
if a poll is demanded, this regulation should be deleted and another substituted in which the
last sentence should read,
“On a poll being validly demanded the chairman of the meeting shall direct a
postal ballot in accordance with [subsection (6) of section 170] of the Act.”
2 Regulation 61 If it is desired that a class of security-holders or the employees shall have
the right to appoint one or more directors, this regulation should be deleted and another substi
tuted making the appropriate provisions.
s shall have
the right to appoint one or more directors, this regulation should be deleted and another substi
tuted making the appropriate provisions.
111-565 [Issue 1]
111-565 [Issue 1]
ACT 179
Companies Act, 1963
If it is desired to provide for cumulative voting, this regulation should be deleted and the
following substituted,
“Directors shall be elected by cumulative voting, and accordingly the provi
sions contained in sections 181 and 300 of the Act shall regulate the appointment
of directors.”
3. Regulation 64. If cumulative voting for directors has been prescribed (see note 2) this regu
lation should be deleted and the following substituted:
“The office of director shall be vacated in accordance with section 184 of the
Act and, subject to section 300 of the Act, a director may be removed from office
in accordance with section 185 of the Act.”
4. Regulation 65. If it is desired that the alternate director shall be entitled to the remuneration
of the appointor this regulation should be deleted and another substituted in which the second
sentence should read,
“An alternate director shall be entitled to receive from the company during
the period of appointment the remuneration to which the appointor, but for that
appointment, would have been entitled, and the appointor shall not be entitled to
that remuneration for that period.”
5. Subscription ofRegulations.
t
appointment, would have been entitled, and the appointor shall not be entitled to
that remuneration for that period.”
5. Subscription ofRegulations.
There is no need for the Regulations to be subscribed by more
than one member and if only one is to subscribe, this provision should be amended to read as
in the corresponding provision in Part One. It will normally be convenient for the subscribers to sign for the amount of the minimum
cash consideration required under section 28 and not, as is the present practice, merely for one
share each. Table B—Regulations ofa Company Limited by Guarantee
1. The name of the company is the Historical Society (hereinafler called the “Society”). 2.
each. Table B—Regulations ofa Company Limited by Guarantee
1. The name of the company is the Historical Society (hereinafler called the “Society”). 2.
The objects for which the Society is formed are,
(a) to promote the study of history and in particular the history of Ghana and of the
African continent;
(b) to provide a central organisation in Ghana for teachers, students and research
workers in historical studies;
(c) to provide opportunities for the reading of papers, the delivering of lectures, and
for the acquisition and dissemination of historical information;
(d) to sponsor historical research and to provide fellowships, grants scholarships and
bursaries for students of history;
(e) to publish to assist in the publication of the proceedings of the Society and of
books, articles and papers on historical subjects. 3.
of history;
(e) to publish to assist in the publication of the proceedings of the Society and of
books, articles and papers on historical subjects. 3.
The income and property of the Society shall be applied solely towards the promotion of
the objects of the Society as set forth in regulation 2 and a portion of the income or property
shall not be paid or transferred, directly or indirectly, by way of dividend, bonus or profit to a
person who is a member of the Society or of its Council, but
(a) regulation shall not prevent the payment in good faith, of reasonable and proper
remuneration to an officer of the Society, or to a member of the Society in return
:e oi
[Issue I] 111-566
ent in good faith, of reasonable and proper
remuneration to an officer of the Society, or to a member of the Society in return
:e oi
[Issue I] 111-566
ACT 179
Companies Act, 1963
for any services actually rendered to the Society nor shall it prevent the payment
of interest at a yearly rate not exceeding six percent on money lent, or reasonable
and proper rent for premises let to the Society;
(b) a member of the Council of the Society shall not be appointed a salaried office of
the Society or office of the Society paid by fees;
(c) a remuneration or other benefit in moneys worth shall not be given by the Soci
ety to a member of the Council except repayment of out-of-pocket expenses and
interest at the rate mentioned in paragraph (a) on money lent or reasonable and
proper rent for premises let to the Society. 4. Pursuant to section 24 of the Companies Act, 1963 (Act 179) the Society has, for the fur
therance of its authorised objects, the powers of a natural person of full capacity except in so
far as those powers are expressly excluded by these Regulations. 5. (1) The board of directors of the Society shall be known as the Council. (2) The first members of the Council are. Sabina Amamoo
Estelle Forster
Patience Pettison
Henry Tackey
Laurence Gower
Charles Crabbe
Owusu Appiah
George Frimpong
Herbert Henry Smith. 6.
l are. Sabina Amamoo
Estelle Forster
Patience Pettison
Henry Tackey
Laurence Gower
Charles Crabbe
Owusu Appiah
George Frimpong
Herbert Henry Smith. 6.
The powers of the Council are limited in accordance with section 202 of the Act. 7. The liability of the members is limited. 8. Each member of the Society undertakes to contribute to the assets of the Society 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 payment of the debts and liabilities of the Society and of the costs
of winding up the amount that may be required not exceeding [one million cedis]. 9. If upon the winding up or dissolution of the Society there remains after the discharge of its
debts and liabilities a property of the Society, the property shall not be distributed among the
members but shall be transferred to any other company limited by guarantee having objects
similar to the objects of the Society or applied to a charitable object, the other company or
charity to be determined by ordinary resolution of the members in general meeting prior to the
dissolution of the Society. Ordinary Members
10. (1) The subscribers of these Regulations and any other persons who the Council admits
to ordinary membership shall be members of the Society.
bers
10. (1) The subscribers of these Regulations and any other persons who the Council admits
to ordinary membership shall be members of the Society.
(2) The members in general meeting may by ordinary resolution prescribe qualifications
for membership of the Society and unless the resolution otherwise provides a person shall not
be admitted to membership by the Council unless that person has the prescribed qualifications. 111-567 [Issue 1]
otherwise provides a person shall not
be admitted to membership by the Council unless that person has the prescribed qualifications. 111-567 [Issue 1]
ACT 179
Companies Act, 1963
Associate Members
11. (1) The society in general meeting may resolve by ordinary resolution that the Council
may admit to associate membership of the Society and may prescribe qualifications for the
associate membership. (2) Associate members shall be permitted to take part in the proceedings and functions
of the Society that the resolution shall prescribe or, in default of prescription, that the Council
thinks fit, but shall not be members of the Society in its corporate capacity and shall not have
a vote on a resolution at a general meeting of the Society, or be counted towards a quorum. Honorary Membership
12. (1) The Society in general meeting may resolve by ordinary resolution that the Council
may admit to honorary membership of the Society a person, whether or not an ordinary or
associate member of the Society, who in the opinion of the Council has rendered signal ser
vice to the Society or to any of the objects which the Society is formed to promote.
ociety, who in the opinion of the Council has rendered signal ser
vice to the Society or to any of the objects which the Society is formed to promote.
(2) An honorary member, unless also admitted as an ordinary member of the Society,
shall have the same rights as an associate member and if also admitted as an ordinary member
shall have the same rights as an ordinary member but is not liable to pay a subscription to the
Society. Resignation or Exclusion of Members
13. Subject in the case of ordinary members of the Society, to compliance with section 10 of
the Act,
(a) any ordinary, associate or honorary member may resign membership by notice in
writing to the Council;
(b) the Council may exclude from membership of the Society an ordinary or associ
ate member,
(i) if the subscription payable to the Society by the ordinary or associate
member is not paid six months after the same became due and payable; or
(ii) if in the opinion of the Council the continued membership of that person
would be detrimental to the interests of the Society or to the furtherance
of its objects. Subscriptions
14. (1) Ordinary and associate members shall pay the annual subscriptions that the members in
general meeting on the recommendation of the Council may determine by ordinary resolution.
bers shall pay the annual subscriptions that the members in
general meeting on the recommendation of the Council may determine by ordinary resolution.
(2) The subscription is due and payable on admission to membership and on the first day
of January in each year or on any other date that the resolution shall provide. (3) The subscription may differ as between ordinary and associate members and a dif
ferent subscription may be prescribed in the case of corporate bodies admitted to membership
or in the case of a person admitted to membership as representing an institution or unincorpo
rated association. Accounts and Audit
15. The Council shall cause proper books of account to be kept and an income and expendi
ture account and balance sheet to be prepared, audited and circulated in accordance with sec
tions 123 to 133 of the Act. [issue 1] III - 568
expendi
ture account and balance sheet to be prepared, audited and circulated in accordance with sec
tions 123 to 133 of the Act. [issue 1] III - 568
ACT 179
Companies Act, 1963
16. Auditors, qualificd in accordance with section 296 of the Act, shall be appointed and their
duties regulated in accordance with sections 134 to 136 of the Act. General Meetings and Resolutions
17. Annual general meetings shall be held in accordance with section 149 of the Act. 18. Extraordinary general meetings may be convened by the Council whenever they think fit
in accordance with section 150 of the Act. and shall be convened on the requisition of ordi
nary members in accordance with section 297 of the Act. 19. Notice of general meetings shall be given in accordance with sections 152 to 159 of the
Act and accompanied by any statements required to be circulated with the notice in accor
dance with sections 157 to 159 of the Act. 20. General meeting may be attended by the persons referred to in section 160 of the Act and
the quorum required shall be as slated in section 161 of the Act. 21. A member is not entitled to attend or vote at a general meeting by proxy. 22. A body corporate which is a member of the Society may attend and vote at a general
meeting by a representative appointed in accordance with section 165 of the Act. 23.
which is a member of the Society may attend and vote at a general
meeting by a representative appointed in accordance with section 165 of the Act. 23.
(1) General meetings shall be conducted in accordance with sections 166 to 173 of the
Act. (2) The President, or in the absence of the President, the Vice-President of the Society,
shall preside as chairman at every general meeting but if neither is present within five minutes
after the time appointed for holding the meeting the members present shall choose one of their
number to be chairman of the meeting. (3) On a poll being demanded on a resolution at a general meeting the chairman of the
meeting may direct a postal ballot oflhe ordinary members in accordance with subsections (6),
(7) and (8) of section 170 of the Act and shall so direct if an ordinary resolution lo that effect
is moved at the meeting and passed on a show of hands or if the resolution concerned is,
(a) a special resolution, or
(b) a resolution referred to in regulation 9, 10, 11, 12 or 14 of these Regulations. 24.
if the resolution concerned is,
(a) a special resolution, or
(b) a resolution referred to in regulation 9, 10, 11, 12 or 14 of these Regulations. 24.
In accordance with section 174 of the Act a resolution in writing signed by the members,
or being bodies corporate by their duly authorised representatives, shall be as valid and effec
tive for all purposes, except as provided by section 174, as if the same had been passed at a
general meeting of the Society duly convened and held, and if described as a special resolu
tion shall be deemed to be a special resolution shall be deemed to be a special resolution
within the meaning oflhe Act and these Regulations. 25. Minutes of general meetings shall be kept in accordance with section 177 of the Act. Voles ofMembers
26. Each ordinary member present at a general meeting shall have one vote on a show of
hands ora poll and if a postal ballot is directed in accordance with regulations 23 and subsec
tions (6), (7) and (8) of section 170 of the Act, each ordinary member, whether or not present
at the meeting, shall have one vote. Ill - 569 [Issue 1]
ions (6), (7) and (8) of section 170 of the Act, each ordinary member, whether or not present
at the meeting, shall have one vote. Ill - 569 [Issue 1]
ACT 179
Companies Act, 1963
The Council
27. The number of members of the Council, not being less than two nor more than twelve,
shall be determined by ordinary resolution of the members in general meeting and until so
determined shall be nine. 28. The continuing members of the Council may act notwithstanding a vacancy in their num
ber; but if and so long as their number is reduced below two or below the number fixed by the
Council as the necessary quorum, they may act for four weeks after the number is so reduced,
but after that may act only for the purpose of increasing their number to that number or of
summoning a general meeting of the Society and for no other purpose. 29.
may act only for the purpose of increasing their number to that number or of
summoning a general meeting of the Society and for no other purpose. 29.
Members of the Council shall be appointed from among the ordinary members of the So
ciety in manner set out in this regulation:
(a) at the first annual general meeting of the Society the members of the Council
shall retire from office and at the annual general meeting in a subsequent year
one-third of their number or, if their number is not three or a multiple of three,
then the number nearest one-third shall retire from office;
(b) the members of the Council to retire in every year shall be those who have been
longest in office since their last election, but as between persons who became
members on the same day those to retire shall, unless they otherwise agree
among themselves, be determined by lot;
(c) election to the Council shall be by secret ballot at which
(i) an ordinary member wishing to nominate another ordinary members or
member for election to the Council shall notify the Secretary in writing,
accompanied by the nominee’s consent in writing, at least twenty-one
clear days before the date of the annual general meeting of the Society.
writing,
accompanied by the nominee’s consent in writing, at least twenty-one
clear days before the date of the annual general meeting of the Society.
A
retiring member is eligible for re-election without nomination and shall be
deemed to stand for re-election unless the retiring member notifies the
Secretary in writing at least twenty-one days before the date of the annual
general meeting, that the retiring member does not wish to stand for re
election;
(ii) if the number of nominees competent for appointment as members ofthe
Council and retiring members offering themselves for re-election exceeds
the number of vacancies to be filled, the Secretary shall, at least fourteen
days before the date ofthe annual general meeting, send to each ordinary
member a ballot paper containing a list of the names of the nominees and
retiring members offering themselves for re-election requesting that ordi
nary member to indicate by means of a distinctive mark on the ballot pa
per the names of the persons for whom the ordinary members votes.
ng that ordi
nary member to indicate by means of a distinctive mark on the ballot pa
per the names of the persons for whom the ordinary members votes.
Each
member may vote for one or more person not exceeding in number the
number of vacancies to be filled;
(iii) a ballot paper shall not be valid unless returned to the registered office of
the Society not less than twenty-four hours before the time appointed for
the annual general meeting and shall be counted by scrutineers appointed
at the meeting who shall inform the chairman of the meeting of the votes
obtained by each candidate. The chairman shall then announce the names
of the successful candidates to the meeting. A ballot paper is not valid on
which votes have been cast in excess of the number of vacancies, and in
case of doubt as to the validity of a ballot paper or the intention ofthe
voter the decision of the chairman of the meeting shall subject to para
graph (c) of article 218 of the Constitution be final and conclusive;
[Issue 1] 111-570
decision of the chairman of the meeting shall subject to para
graph (c) of article 218 of the Constitution be final and conclusive;
[Issue 1] 111-570
ACT 179
Companies Act, 1963
(iv) if the number of competent nominees and retiring members offering
themselves for re-election does not exceed the number of vacancies, the
chairman ofthe meeting shall declare the candidates duly elected. If the
number so elected is less than the number of vacancies, the remaining va
cancies may be filled as casual vacancies;
{cl) a casual vacancy in the number of members ofthe Council may be filled by the
Council or by ordinary resolution of the members in general meeting in accor
dance with section 181 ofthe Act. 30. The persons referred to in section 182 oflhe Act arc not competent to be appointed mem
bers ofthe Council. 31. Membership ofthe Council shall be vacated in accordance with section 184 oflhe Acl
and a member may be removed from the council in accordance with section 185 of the Act. 32. (1) The proceedings ofthe Council shall be regulated by section 200 ofthe Acl. (2) At the meetings of Ihc Council the President, or in the absence of the President the
Vice-President if present, shall be chairman. 33 Minutes of meetings of the Council and of a committee of the Council shall be kept in
accordance with section 201 of the Acl.
t, shall be chairman. 33 Minutes of meetings of the Council and of a committee of the Council shall be kept in
accordance with section 201 of the Acl.
Powers and Duties ofthe Council
34 (1) The aelivities of the Society shall be managed by the Council who may pay the ex
penses incurred in promoting and registering the Society. (2) Subject to section 202 of the Act, the Council may exercise all the powers ofthe So
ciety including power to borrow money and to mortgage or charge its property and to issue
debentures, that are not by the Act or these Regulations required to be exercised by the mem
bers in general meeting. 35 in a transaction with the Society or on its behalf and in the exercise of their powers the
members of the Council shall observe the duties and obligations imposed on them by sec
tions 203 to 205 of the Act.
n the exercise of their powers the
members of the Council shall observe the duties and obligations imposed on them by sec
tions 203 to 205 of the Act.
36 To the extent permitted by regulation 3 of these Regulations and subject to compliance
with section 207 ofthe Act, a member ofthe Council may enter into a contract with the Soci
ety and the contract or any other contract of the Society in which a member of the Council is
in any way interested shall not be liable to be avoided, nor shall a member of the Council be
liable to account fora profit made as a result of that contract by reason of that member being a
member ofthe Council or ofthe fiduciary relationship established oflhe contract. President and Vice-President
37 (1) The Council at their first meeting and at their first meeting held after each annual
general meeting shall elect from their members a President and Vice-President of the Society
who shall hold office for the ensuing year or until their successors are elected. ( 2) A vacancy occurring in these offices shall be filled in like manner at the next meet
ing ofthe Council held after the occurrence ofthe vacancy. ill-571 [Issue 1]
ccurring in these offices shall be filled in like manner at the next meet
ing ofthe Council held after the occurrence ofthe vacancy. ill-571 [Issue 1]
ACT 179
Companies Act, 1963
Committees
38. (1) The Council may appoint committees from among their own members or from the
members of the Society or from a combination of both. (2) The President, or if unable or unwilling to act, the Vice-President, shall ex officio be
a member of every committee. (3) The terms of reference and duration of office of the committees shall be prescribed
by the Council and the committees shall be deemed to be committees of the Council for the
purposes of the Act. Secretary and Treasurer and Officers
39. (1) The Council shall appoint a secretary and a treasurer or a secrelary/treasurer who
may be one of their own members or a member of the Society or neither. (2) If one of their own number is appointed the office shall be an honorary one without
remuneration. (3) The Council may also appoint any other officers and agents as may be necessary or
expedient. The Seal
40. (1) The Council is empowered to adopt a common seal for use by the Society and shall
provide for the safe custody of the seal.
expedient. The Seal
40. (1) The Council is empowered to adopt a common seal for use by the Society and shall
provide for the safe custody of the seal.
(2) The seal shall only be used by the authority of the Council or of a committee of the
Council authorised by the Council in that behalf, and an instrument to which the seal is af
fixed shall be signed by a member of the Council and shall be countersigned by the Secretary
or a second member of the Council or by some other person appointed by the Council for the
purpose. 41. A document may be served by the Society on an ordinary member, debenture holder or
member ofthe Council in the manner provided by section 262 of the Act and may be served in
like manner on an associate or honorary member either personally or at the address supplied
by that member to the Society for the purpose of service of notices. Interpretation
42. In these Regulations, unless the context otherwise requires,
(a) “Act” means the Companies Act, 1963 (Act 179) or a statutory modification or
re-enactment of the Act;
(b) words or expressions have the meaning assigned to them in the Act;
(c) references to sections of the Act mean the sections as modified or re-enacted.
words or expressions have the meaning assigned to them in the Act;
(c) references to sections of the Act mean the sections as modified or re-enacted.
We the undersigned are desirous of forming an incorporated company in pursuance of
these Regulations and we agree to become members thereof and to accept liability in accor
dance with regulation 8 of these Regulations. Names, Addresses and Descriptions or Occupation of Subscribers
Sabina Amamoo of the University of Ghana, Legon, Accra, University Teacher
Estelle Forster of the University of Ghana, Legon, Accra, University Teacher
[Issue I] III -572
University of Ghana, Legon, Accra, University Teacher
Estelle Forster of the University of Ghana, Legon, Accra, University Teacher
[Issue I] III -572
ACT 179
Companies Act, 1963
Patience Petlison ofthe University of Ghana, Legon, Accra, University Teacher
Henry Tackcy ofthe University of Ghana, Logon, Accra, University Teacher
Lawrence Gower of Achimota School, Achimota, Accra, School Teacher
Charles Crabbe of MSantsipim School, Cape Coast, School Teacher
Owusu Appiah of St. Augustine’s School, Cape Coast, School Teacher
George Frimpong of Adisadcl School, Cape Coast, School Teacher
Mavis Odoi-Sykes of Avenor Mansions, Accra, Writer
Florence Sackey of Aburi Girls’ School, Aburi, School Teacher
Witness to the above signatures:
Dated the 22nd day of November, 1961. Name: Rowena Ayayec
Address: Nkrumah Circle, Accra
Description or Occupation: Legal Practitioner
NOTES ON TABLE B
Regulations in the form of regulations 1 to 9 must be expressly stated in the Regulations
lodgedfor registration. The remaining regulations may be adopted by reference by stating. "10. Regulations 10 to 42 in Table B in the Second Schedule to the Companies
Act, 1963 (Act 179), shall apply.
may be adopted by reference by stating. "10. Regulations 10 to 42 in Table B in the Second Schedule to the Companies
Act, 1963 (Act 179), shall apply.
"
if it is desired to exclude any of these regulations insert after "Companies Act,
1963 (Act 179)” the words "(except regulations) "
if it is desired to exclude Table B completely insert instead oflhe above,
"10. The regulations contained in Table B in the Second Schedule to the Compa
nies Act, 1963 (Act 179) shall not apply except in so far as they are repeated or con
tained in these Regulations. ”
1. Regulation I.—“Association”, “Club”, "College”, “School” or the like should be substi
tuted for “Society” as appropriate. If Table B is adopted there should then be added to the
adopting clause given above “but so that a reference in Table B to “the Society” shall be read
and construed as a reference to “the Association” (or “the Club”, etc.).”
2. Regulation 3.—In accordance with section 16 (5) of the Act the Registrar may permit
modifications to the form of this regulation where appropriate.
2. Regulation 3.—In accordance with section 16 (5) of the Act the Registrar may permit
modifications to the form of this regulation where appropriate.
In some circumstances it might
be appropriate to allow some of the following additions to the paragraphs (a), (b) or (c) as
appropriate,
"nor shall prevent the gratuitous distribution among, or sale at a discount to,
members of the Society of any books or other publications, whether published by the
Society or otherwise, relating to any of its objects.”
Ill - 573 (Issue 1]
of the Society of any books or other publications, whether published by the
Society or otherwise, relating to any of its objects.”
Ill - 573 (Issue 1]
ACT 179
Companies Act, 1963
“nor shall prevent the genuine relieving or assisting of persons, or the wives, wid
ows, families or relations of persons who, having been members ofthe Society, have
ceased to be so and have become poor and necessitous, or arc dead.”
“nor be deemed to exclude a member of the Society from the benefit of a fellow
ship, grant, scholarship or bursary made in furtherance of an object of the Society.”
“nor shall prevent a member who may be a successful exhibitor at any exhibition
or show held or promoted by the Society from receiving as an exhibitor any prize,
medal or other recognitions which may be awarded to the members.”
“nor shall prevent the payment of reasonable fees for acting as an examiner ap
pointed by (the College).”
3. Regulation 5.—In some cases, for example, if the company is to run a school or college, it
may be appropriate to substitute “Board of Governors” for “Council.” In that event, if Table B
is adopted there should be added to the adopting clause given above “but so that a reference in
Table B to “the Council” or “the member of the Council” shall be read and construed as a
reference to “the Board of Governors” or “the Governors”.”
4.
Table B to “the Council” or “the member of the Council” shall be read and construed as a
reference to “the Board of Governors” or “the Governors”.”
4.
Regulation 8. — Provided the total amount guaranteed by the subscribers is at least [ten
million cedis] the amount of the individual guarantee may be smaller or larger than [one mil
lion cedis]. 5. After Regulation 9 — if the company is to be a private company insert here:
“9A. The Society is a private company and accordingly,
(a) the number of members and debenture holders of the Society, exclusive of
persons who arc genuinely in the employment of the Society and of persons
who having been formerly genuine employees of the Society were while in
the employment and have continued after the determination of that employ
ment to be members or debenture holders of the Society, is limited to fifty,
but where two or more persons hold one or more debentures jointly they shall
for the purpose of this regulation be treated as a single debenture holder;
(b) the Society is prohibited from making an invitation to the public to acquire
any of its debentures;
(c) the Society is prohibited from making an invitation to the public to deposit
money for fixed periods or payable at call, whether bearing or not bearing
interest.”
6.
prohibited from making an invitation to the public to deposit
money for fixed periods or payable at call, whether bearing or not bearing
interest.”
6.
Regulation 16.—If the company is a private company, this regulation should be deleted
and the following substituted:
“16. Auditors, qualified in accordance with section 270 of the Act, shall be ap
pointed and their duties regulated in accordance with sections 134 to 136 ofthe Act.”
7. Regulation 18.—If the company is a private company, this regulation should be deleted
and another substituted in similar terms except that the final words should read “in accordance
with section 271 of the Act.”
8. Regulation 20. — If it is desired to increase the size of the quorum this regulation should
be deleted and another substituted stating the larger quorum required. If, however, the provi
sions in regulation 23 regarding a postal ballot arc retained, a small quorum is unlikely to
matter. [Issue 1] III - 574
uired. If, however, the provi
sions in regulation 23 regarding a postal ballot arc retained, a small quorum is unlikely to
matter. [Issue 1] III - 574
ACT 179
Companies Act, 1963
9. Regulation 21. — Proxy voting is not compulsory in the case of guarantee companies (sec
tion 163) and is usually regarded as inappropriate. If it is desired to provide for it this regula
tion should be deleted and another substituted based on regulation 50 of Table A, Part One
and regulation 52 of Table A, Part Two. 10. Regulation 22. — If proxy voting is allowed, this regulation should be deleted and an
other substituted based on regulation 51 of Table A, Part One and Regulation 53 of Table A,
Part Two. 11. Regulation 29. — It will often be desirable to delete this regulation and to substitute an
alternative method of election. The method provided in the regulation provides a suitable pro
cedure for clubs, societies and associations but will rarely be appropriate for schools or col
leges, which may prefer to rely on sections 181 and 272 or 298 and 299 of the Act. 12. Regulations 37 and 38. — These regulations may be inappropriate (without amendment)
in the case of clubs, schools and colleges. 13. Subscription of Regulations.
s 37 and 38. — These regulations may be inappropriate (without amendment)
in the case of clubs, schools and colleges. 13. Subscription of Regulations.
— There is no minimum or maximum number of subscribers
but the total guaranteed by the subscribers must not be less than [ten million cedis]. Since the
amount ofthe guarantee has been fixed by Regulation 8 at [one million cedis] in this model
there are ten subscribers. THIRD SCHEDULE
[Section 122]
Contents ofAnnual Return
1. The name of the company. 2. The nature of the authorised business or businesses of the company or, if the company is
not formed for the purpose of carrying on a business, the nature of its objects. 3. The address ofthe company’s registered office and the number ofthe post office box ofthe
registered office. 4. The address ofthe company’s principal place of business in Ghana. 5. The particulars with respect to the persons who at the date of the return arc the directors
and secretary ofthe company as are required by [section 196] of this Act to be contained in
the register of directors and secretary. 6.
the directors
and secretary ofthe company as are required by [section 196] of this Act to be contained in
the register of directors and secretary. 6.
The present forenames and surnames and a former forename and surname of every member
of the company, the nationality, residential and postal addresses and the business occupation
of that member of the company, the number of shares held by that member at the dale of the
return particulars of shares transferred since the last return by persons who are still members
of the company, that is to say, the number of the shares and the date of registration of the
transfer; particulars of shares transferred since the last return by persons who have ceased to
be members of the company, that is to say, the number of the shares and the date of registra
tion ofthe transfer and the folio ofthe register containing particulars of that member. 7. If the company’s register of members is kept and maintained elsewhere than at the regis
tered office ofthe company, the address at which it is kept. ill-575 (Issue 1]
register of members is kept and maintained elsewhere than at the regis
tered office ofthe company, the address at which it is kept. ill-575 (Issue 1]
ACT 179
Companies Ad. 1963
8. If the company maintains a register of debenture holders elsewhere than at the registered
office of the company, the address at which it is kept. 9. Particulars of the total amount of the indebtedness of the company in respect of the
charges, particulars of which are required to be registered with the Registrar pursuant to Part L
of Chapter Two of the Act. 10. The names, countries of incorporation, and nature of the businesses of the subsidiaries of
the company and of the bodies corporate in which the company is beneficially entitled to eq
uity shares conferring the right to exercise more than twenty-five percent of the votes exercis
able at a general meeting ofthe body corporate, but the information required by this paragraph
need not be given if, and to the extent that, the information would conflict with a direction
given by the Registrar under subsection (7) of section 132 of the Act. 11.
if, and to the extent that, the information would conflict with a direction
given by the Registrar under subsection (7) of section 132 of the Act. 11.
If the company has shares,
(a) the amount of its stated capital, distinguishing between the amounts attributable
to each of the items specified in subsection (1) of section 66 of the Act;
(b) the number of its authorised shares of each class;
(c) the number of its issued shares of each class;
(d) the number of its treasury shares of each class;
(e) the total amount of any unpaid instalments or calls which are due and payable
and the number and class of shares concerned;
( the total number of shares of each class which have been forfeited;
(g) in the case of a company limited by shares,
(i) the total amount of the unpaid liability, on its shares of each class, which
is not yet due for payment, and
(ii) the amount, if any, of the unpaid liability on its shares which, pursuant to
section 55 of the Act, the company has resolved shall not be capable of
being called up except in the event and for the purpose of the company
being wound up. FOURTH SCHEDULE
[Sections 125, 126 and 127]
Accounts
PART ONE
Provisions as to Profit and Loss Account
1.
r the purpose of the company
being wound up. FOURTH SCHEDULE
[Sections 125, 126 and 127]
Accounts
PART ONE
Provisions as to Profit and Loss Account
1.
There shall be separately shown,
(a) gross sales, less discounts, returns, and allowances, or, where appropriate, the
amount of operating or other equivalent revenues;
(b) the cost of goods sold as normally computed under the system of accounting
followed or, where appropriate, the operating or other equivalent expenses;
[Issue 1] III-576
sold as normally computed under the system of accounting
followed or, where appropriate, the operating or other equivalent expenses;
[Issue 1] III-576
ACT 179
Companies Act, 1963
(c) selling, general and administrative expenses, and any other expenses that under
the system of accounting followed would normally be deducted in arriving at the
trading profit;
(d) income from investments distinguishing between,
(i) income from associated companies,
(ii) income from other trade investments,
(iii) income from other investments;
(e) income from any other sources, distinguishing between each significant source
of income;
( the amount charged to revenue by way of provision for the loss, diminution in
value, depreciation, renewal or replacement of assets, in the Schedule referred to
as depreciation or replacement provision in respect of fixed assets;
(g) interest on the company’s debentures and other loans other than those classified
in the balance sheet as current liabilities;
(1) interest in respect of other loans and indebtedness of the company;
(i) the aggregate of the amounts paid or payable by the company to the directors of
the company for the financial year required to be disclosed in accordance with
[section 128] of this Act, together with a statement, by way of note, of the
amounts paid or payable by other persons than the company;
(j) the remuneration of the auditors of the company including the sums paid by the
company in respect of the auditors’ expenses;
(k) the amounts of the charges and credits for income tax showing, by way of note
or otherwise, the amounts of each distinct tax with a description ofthe tax and a
statement of the period in respect of which it is payable;
(/) the amounts of charges and credits in respect of discount or premiums on
debentures;
(m) a profit or loss arising on the sale, realisation or disposal of fixed assets;
(n) any preliminary expenses, and expenses incurred on the issue of shares or deben
tures, including the sums paid by way of commission or brokerage on the issue
of shares or debentures;
(o) the amount of the voluntary contributions to any charitable or other funds, other
than pension funds for the benefit of employees of the company or an associated
company;
(p) any other expenses, distinguishing between each significant class of expense.
or the benefit of employees of the company or an associated
company;
(p) any other expenses, distinguishing between each significant class of expense.
2. If any ofthe items shown in the profit and loss account are staled net of income tax relating
to the account this shall be indicated. 3. There shall be stated by way of note or otherwise any material respects in which any items
shown in the profit and loss account are affected by,
(a) transactions of a sort not usually undertaken by the company or other circum
stances of an exceptional or non-recurrent nature;
(b) a change in the basis of accounting;
(c) an amount relating to an earlier financial year;
HI-577 (Issue 1]
an exceptional or non-recurrent nature;
(b) a change in the basis of accounting;
(c) an amount relating to an earlier financial year;
HI-577 (Issue 1]
ACT 179
Companies Act, 1963
(d) an adjustment arising from the over or under statement of revenue or expenses in
the profit and loss account of an earlier financial year;
and a statement made under this paragraph shall indicate the amount by which the profit and
loss account has been affected and whether that represents an addition to or a deduction from
the profit that would otherwise have been shown. 4. If an item in the profit and loss account includes an amount in respect of money provided
under paragraph (c) of section 58 of the Act this fact shall be indicated by way of note or oth
erwise and the amount of the item slated, and so far as any money provided under that subsec
tion is included in the amount stated in accordance with section 128 of the Act the amount so
included shall also be indicated. 5. The balance of the profit and loss account after the inclusion of the items required by para
graphs 1 to 4 so far as these are relevant to the figures in the account, shall be transferred to an
account to be called the income surplus account. 6.
aphs 1 to 4 so far as these are relevant to the figures in the account, shall be transferred to an
account to be called the income surplus account. 6.
An amount shall not be credited to the profit and loss account that cannot properly enter
into the composition of the income surplus in accordance with section 70 of the Act. 7. An amount shall not be debited to the profit and loss account in respect of an addition lo a
reserve other than by way of transfer of the balance of the profit and loss account for the fi
nancial year to the income surplus account, clearly indicated and in particular an amount shall
not be debited to the profit and loss account other than as a transfer to the income surplus ac
count unless it is the amount of an actual money outlay or is in the opinion of the directors
reasonably necessary in order to provide for known future expenditure or for a known liabil
ity, which term includes a disputed or contingent liability, or for a known or estimated loss in
value of current assets, or as a depreciation or replacement provision. 8. An amount shall not be credited to the profit and loss account in respect of a withdrawal
from a reserve other than by way of transfer of the balance ofthe profit and loss account for
the financial year to the income surplus account clearly indicated. 9.
other than by way of transfer of the balance ofthe profit and loss account for
the financial year to the income surplus account clearly indicated. 9.
If a company is under an obligation to transfer or set aside a sum to reserve out of its prof
its this obligation is fulfilled if the sum is transferred to stated capital or if a note is made upon
the balance sheet in accordance with paragraph 34 of this Schedule to the effect that the com
pany is under an obligation to withhold from distribution as dividend a corresponding part of
the income surplus. 10. Except in the case ofthe first profit and loss account drawn up after the commencement
of the Act the corresponding amount of each item for the immediately preceding financial
year shall be shown. 11. Where the amount of an item shown in the profit and loss account or included in an
amount shown cannot be determined with substantial accuracy, an estimated amount de
scribed as an estimate shall be included in respect of that item and shall be distinguished, by
way of note or otherwise, together with a description of the item. 12. A provision of this Schedule with respect to the information to be shown in the profit and
loss account does not require the amount of an item that is of no material significance to be
shown separately. (Issue 1] 111-578
wn in the profit and
loss account does not require the amount of an item that is of no material significance to be
shown separately. (Issue 1] 111-578
ACT 179
Companies Act, 1963
PART TWO
Provisions as to Balance Sheet
General
13. The assets and liabilities shall be classified under headings appropriate to the company’s
business, distinguishing between current and fixed assets, and between current and other li
abilities, and each class shall be described in a way adequate to indicate the general nature of
the assets or liabilities included in that class. Assets
14. Without prejudice to the generality of paragraph 13, the following classes of assets shall,
so far as they are appropriate to the company’s affairs, be distinguished, namely,
(a) interests in land, distinguishing between land owned absolutely and land held for
a term of years or other period;
(b) goodwill, patents, trade-marks, development expenditure, and other intangible
assets of a like nature;
(c) trade investments;
(d) loans and advances;
(e) trading stocks, distinguishing where practicable between,
(i) stocks of raw materials and components;
(ii) work-in-progress;
(iii) stocks of finished products;
(iv) other stocks;
() trade debtors;
(g) bills of exchange and promissory notes;
(h) payments-in-advance;
(i) marketable securities;
(j) cash in hand and in the bank.
s;
() trade debtors;
(g) bills of exchange and promissory notes;
(h) payments-in-advance;
(i) marketable securities;
(j) cash in hand and in the bank.
15. A class of assets shall not stand in the balance sheet at a value, which, after deduction of
the aggregate depreciation or replacement provision relating to the assets is in ihc opinion of
the directors greater than,
(a) the value which those assets could reasonably be expected to realise in the mar
ket after deduction of any expenses incurred in order to realise them, or
(b) the value which is reasonably justified by the expected contribution of those
assets to the business, whether by sale in the ordinary course of business or oth
erwise; but in the case of a company whose sole or main object is that of carry
ing on the business of extracting a mineral deposit the Registrar may, on the ap
plication ofthe company, and on the conditions that the Registrar considers ap
propriate, authorise a wasting asset held for the purpose of the business in ques
tion to be shown in the balance sheet at cost. 16. (1) Assets shall be shown at a value after deduction ofthe aggregate depreciation or re
placement provision relating to those assets or at a value before this deduction, in the Sched
ule described as the gross value. ill-579 [Issue 1]
re
placement provision relating to those assets or at a value before this deduction, in the Sched
ule described as the gross value. ill-579 [Issue 1]
ACT 179
Companies Act, 1963
(2) If shown at the gross value the aggregate depreciation or replacement provision re
lating to that value shall be shown as a separate item and shall be so described as to identify it
with the class of assets to which it refers. 17.
re
lating to that value shall be shown as a separate item and shall be so described as to identify it
with the class of assets to which it refers. 17.
(1) There shall be included in or attached to the balance sheet in respect of each class of
fixed assets shown in the balance sheet a statement containing the following information, that
is to say,
(a) the gross value;
(b) the original cost, if this differs from the gross value;
(c) the aggregate depreciation or replacement provision;
(d) if the gross value differs from the original cost, a statement explaining how the
gross value has been calculated, and as at what date;
(e) whether the depreciation or replacement provision has been calculated on the
basis of,
(i) the original cost ofthe assets;
(ii) the replacement value of the assets;
(iii) some other basis;
and when the depreciation or replacement provision is not based on original cost, the general
principle used in calculating the replacement cost or other valuation on which it is based shall
be stated;
() a statement reconciling both the gross value and the aggregate depreciation or
replacement provision with the equivalent figures at the end of the immediately
preceding financial year, and in particular showing,
(i) the amount of an addition to the gross value and to a depreciation or re
placement provision relating the addition indicating the nature of the addi
tion; and
(ii) the amount of a deduction from the gross value and from the aggregate
depreciation or replacement provision relating to that amount arising from
sale or otherwise, indicating the reason for the deduction and showing any
profit or loss arising from the transaction.
ng to that amount arising from
sale or otherwise, indicating the reason for the deduction and showing any
profit or loss arising from the transaction.
(2) So far as information required to be shown by this paragraph relating to matters aris
ing before the commencement of the Act cannot be ascertained without unreasonable delay or
expense, the paragraph may be modified with respect to that information as the directors con
sider appropriate, and in that case the statement in or attached to the balance sheet in accor
dance with this paragraph shall indicate in what respects the information shown has been
modified as the result of the operation of this paragraph. 18. There shall be included in or attached to the balance sheet statements reconciling respec
tively the amounts stated in accordance with paragraph 17 (1) (/) of this Schedule in respect of
additions to and deductions from the depreciation or replacement provision with the amount
stated in the profit and loss account for depreciation or replacement provision in accordance
with paragraph 1 ( of Part One of this Schedule, and reconciling a profit or loss on the sale,
realisation or disposal of any fixed assets stated in accordance with paragraph 17 with the
amount stated in the profit and loss account in accordance with paragraph 1 (m) of Part One of
this Schedule. 19.
ccordance with paragraph 17 with the
amount stated in the profit and loss account in accordance with paragraph 1 (m) of Part One of
this Schedule. 19.
For each class of current assets there shall be provided, by way of note or otherwise, in
formation sufficient to indicate the basis of valuation and in particular the nature of the valua
tion procedure followed in arriving at the balance sheet value. [Issue 1] III-580
ate the basis of valuation and in particular the nature of the valua
tion procedure followed in arriving at the balance sheet value. [Issue 1] III-580
ACT 179
Companies Act, 1963
20. Assets in respect of which different methods or bases of valuation or of provision for de
preciation or replacement arc used shall for the purposes of this Schedule be regarded as as
sets of different classes. 21. There shall be shown the aggregated ofthe amounts due to the company at the end ofthe
financial year which arc included in the sums disclosed in accordance with section 129 oflhe
Act together with a statement, by way of nole, of the other information required to be dis
closed by that section. 22. There shall be shown the aggregate of the amounts due to the company in respect of ad
vances made in accordance with paragraph (cl) of section 58 of the Act. 23. The amount of any preliminary expenses, and expenses incurred on the issue of shares or
debentures, including any sums paid by way of commission or brokerage on the issue of
shares or debentures, shall be debited to the profit and loss account and shall not be treated as
an asset. Liabilities
24.
brokerage on the issue of
shares or debentures, shall be debited to the profit and loss account and shall not be treated as
an asset. Liabilities
24.
For the purposes ofthe Act, current liabilities are liabilities due and payable, other than
liabilities the payment of which may, at the company’s option, be postponed, within twelve
months of the date of the balance sheet together with any other liabililies that are under nor
mal accounting principles appropriately so classified. 25.
ths of the date of the balance sheet together with any other liabililies that are under nor
mal accounting principles appropriately so classified. 25.
Without prejudice to the generality of paragraph 13 of this Schedule each of the following
classes of liabilities shall, so far as they are applicable to the company’s business, be distin
guished, namely,
(a) bank borrowings and overdrafts;
(b) bills of exchange and promissory notes payable;
(c) trade creditors;
(cl) the net amount payable to members in respect of dividends declared or
recommended;
(e) any amounts due to directors and other officers of the company others than items
arising in the ordinary course of business;
() income tax, distinguishing between different taxes and between amounts due in
respect of different fiscal periods;
(g) debts secured by debentures, other than those shown under subparagraph (a)
stating in respect of each class of debentures the date of dates on or after which
company has the option of redemption, and the dale or dales on or before which
the company is under the obligation finally to redeem the loans or debentures or
any part ofthe loans or debentures specifying in each case the proportion ofthe
total issue that may or must be redeemed, and the redemption price;
(h) any borrowing other than those stated in this paragraph;
(i) other accrued liabilities.
ue that may or must be redeemed, and the redemption price;
(h) any borrowing other than those stated in this paragraph;
(i) other accrued liabilities.
26. A liability shall not stand in the balance sheet at a value less than the amount at which it is
repayable, other than at the company’s option, al the balance sheet dale or, if it is not then
repayable, at the amount at which it will first become so repayable after that date less, where
appropriate, a reasonable deduction for discount until that date. ill-581 [Issue 1]
hich it will first become so repayable after that date less, where
appropriate, a reasonable deduction for discount until that date. ill-581 [Issue 1]
ACT 179
Companies Act, 1963
27. If a liability ofthe company is secured otherwise than by the operation of law on any as
sets of the company, the fact that the liability is so secured shall be stated, together with a
statement of the assets upon which it is secured, and, where more than one class of liabilities
is so secured, their relative priorities with respect to payment of interest and redemption. 28. If any of the company’s debentures have been beneficially acquired by the company or by
a nominee acting on behalf of the company, the amount of these, calculated on the same basis
as the total amount standing in the balance sheet in respect of the debentures of that class,
shall, unless the debentures so purchased arc cancelled, be shown as a deduction from that
total; and if the amount of the debentures purchased is greater or less than the amount ex
pended upon purchase, the difference shall be shown in the profit and loss account as if it
were a premium or discount on debentures. 29.
he amount ex
pended upon purchase, the difference shall be shown in the profit and loss account as if it
were a premium or discount on debentures. 29.
There shall be stated by way of note or otherwise, particulars of any debentures ofthe
company that have been redeemed or purchased by or on behalf of the company which the
company has power to re-issue. 30. There shall be included in or attached to the balance sheet in respect of each class of li
abilities referred to in subparagraphs ( and (g) of paragraph 25 of this Schedule that is shown
in the balance sheet, or in the balance sheet at the end ofthe immediately preceding financial
year, a statement containing the following information, namely,
(a) the balance shown at the end of the immediately preceding financial year;
(b) the amounts of additions to, and deductions from, the balance sheet during the
financial year ending on the balance sheet dale, with particulars of the additions
and deductions sufficient to identify clearly the source of each item; and
(c) the balance at the date of the balance sheet. Surplus
31.
the additions
and deductions sufficient to identify clearly the source of each item; and
(c) the balance at the date of the balance sheet. Surplus
31.
There shall be recorded in an account, to be called the capital surplus account, the
amount, by which the surplus, as defined in section 69 of the Act, exceeds the credit balance
on the share deals account plus the balance on the income surplus account if a credit or minus
that balance if a debit. 32. (1) There shall be shown,
(a) the staled capital of the company distinguishing between amounts relating to
different classes of shares;
(b) the amount standing to the credit of the capital surplus account;
(c) the amount standing to the credit of the share deals account;
(d) the balance of the income surplus account, and if that balance is a debit balance
it shall be deducted from the sum of the three preceding amounts.
d) the balance of the income surplus account, and if that balance is a debit balance
it shall be deducted from the sum of the three preceding amounts.
(2) There shall be included in or attached to the balance sheet in respect of each item re
ferred to in subparagraph (1) of this paragraph that is shown in the balance sheet or in the bal
ance sheet at the end of the immediately preceding financial year, a statement containing the
following informalion, namely,
(a) the balance shown at the end of the immediately preceding financial year;
(b) the amounts of any additions to, and deductions from, that balance during the
financial year, with particulars of the additions and deductions sufficient to iden
tify clearly the source of each items; and
(c) the balance at the date of the balance sheet. [Issue 1] 111-582
tions and deductions sufficient to iden
tify clearly the source of each items; and
(c) the balance at the date of the balance sheet. [Issue 1] 111-582
ACT 179
Companies Act, 1963
(3) The aggregate amounts of dividends paid or recommended, net ofthe tax deductible
from those amounts distinguishing between dividends on different classes of shares, shall be
debited to the income surplus account. 33.
tax deductible
from those amounts distinguishing between dividends on different classes of shares, shall be
debited to the income surplus account. 33.
There shall be shown in the balance sheet, or in a schedule attached to the balance sheet,
(a) the amount of stated capital attributable to each of the items specified in [subsec
tion (1) of section 66] ofthe Acl, distinguishing, in the case of items (a) and (b)
between different classes of shares;
(b) the number of authorised shares of each class;
(c) the number of issued shares of each class;
(cl) the number of treasury shares of each class;
(e) the amount of any unpaid instalments or calls on shares which arc due and pay
able and the number and class of shares concerned;
() in the case of a company limited by shares,
(i) the amount ofthe unpaid liability, on its shares of each class, which is not
yet due for payment; and
(ii) the amount of the unpaid liability which, pursuant to section 55 of the
Act, the company has resolved shall not be capable of being called up ex
cept in the event and for the purpose of the company being wound up;
(g) in respect of any shares on which there are any arrears of fixed dividends, the
total amount ofthe arrears, stating whether the amount is net or gross of the tax
that may be deducted;
(h) if an issue of shares has been made in contemplation of the redemption of pref
erence shares out of the proceeds of the issue, a statement to that effect and of
the total amount made available for use in the redemption;
(i) the number of shares which a person has an option to subscribe for, distinguish
ing those in respect of which the option can be exercised by directors of the com
pany, together with the following particulars of each option, that is to say,
(i) the period or periods during which it is exercisable;
(ii) the price or prices during each period to be paid for shares subscribed for
under the option.
e period or periods during which it is exercisable;
(ii) the price or prices during each period to be paid for shares subscribed for
under the option.
34. There shall be stated by way of note an amount standing to the credit ofthe income sur
plus account which the company is, in accordance with paragraph 9 of this Schedule or other
wise, under an obligation not to distribute by way of dividend. Supplementary
35. There shall be stated by way of note or otherwise,
(a) the basis on which foreign currencies have been converted into Ghanaian money;
(b) particulars of a charge on the assets of the company to secure the liabilities of any
other person, including a statement of the amount or estimated amount secured;
(c) the general nature of any contingent liabilities not provided for and not otherwise
disclosed and the amount or estimated amount of those liabilities;
(d) the general nature of contracts for capital expenditure not provided for and the
amount or estimated amount of those contracts;
(e) the general nature of any credit facilities available to the company under a con
tract. other than trade credit available in the ordinary course of business, and not
taken up at the end ofthe financial year. 111-583 [Issue 1]
a con
tract. other than trade credit available in the ordinary course of business, and not
taken up at the end ofthe financial year. 111-583 [Issue 1]
ACT 179
Companies Act, 1963
36. Except in the case of the first balance sheet drawn up after the commencement ofthe Act
there shall be shown the corresponding amount of each item for the immediately preceding
financial year. 37. Where an item shown in the balance sheet or included in amounts shown in the balance
sheet cannot be determined with substantial accuracy, an estimated amount described as such
shall be included in respect of that item and shall be distinguished, by way of note or other
wise, together with a description ofthe item. 38. A provision of this Schedule with respect to the information to be shown in the balance
sheet does not require the amount of an item that is of no material significance to be shown
separately. PARTTHREE
Provisions Applicable to Holding Companies
39. This Part of this Schedule shall apply where the company is a holding company as de
fined in the First Schedule. 40.
plicable to Holding Companies
39. This Part of this Schedule shall apply where the company is a holding company as de
fined in the First Schedule. 40.
There shall be slated by way of note or otherwise,
(a) the total number of shares held by or on behalf of the company in each of its
associated companies, and
(b) the total number of the shares and amount of debentures of the company held by
or on behalf of subsidiaries,
but excluding in both cases shares and debentures held as personal representative or as trustee
of a trust in which neither the company nor any of its associated companies is beneficially
interested otherwise than by way of security in the ordinary course of business, distinguishing
shares and debentures of different classes, and stating the total number of shares and the
amount of debentures of each class in issue at the date of the balance sheet. 41. Where it is reasonably practicable the amount included under each head of revenue or
expense shown in the profit and loss account that is received or receivable from, or paid or
payable to, an associated company shall be distinguished. 42. The amount included in each class of assets shown in the balance sheet in respect of fi
nancial interests in associated companies shall be distinguished. 43.
unt included in each class of assets shown in the balance sheet in respect of fi
nancial interests in associated companies shall be distinguished. 43.
The amount included in each class of liabilities shown in the balance sheet in respect of
indebtedness to associated companies shall be distinguished. 44. Where group accounts are not prepared, there shall be attached to the balance sheet a
statement showing,
(a) the reasons why subsidiaries are not dealt with in group accounts;
(b) the net aggregate amount, so far as it concents the interests of the holding com
pany, ofthe balances transferred from the profit and loss accounts of the subsidi
aries to their income surplus accounts, or the equivalent amount in the case of
foreign or other subsidiaries not having income surplus accounts,
(i) for the respective financial years ofthe subsidiaries ending with or during
the financial year of the company giving, so far as is practicable the same
information with respect to that amount as is required by paragraph 3 of
this Schedule to be given with respect to the company’s profit and loss
account;
(Issue 1] III-584
ect to that amount as is required by paragraph 3 of
this Schedule to be given with respect to the company’s profit and loss
account;
(Issue 1] III-584
ACT 179
Companies Act, 1963
(ii) for the total period covered by their previous financial years since they
respectively became the holding company’s subsidiaries so far as it has
not been dealt with in the company’s accounts of a previous financial
year;
(c) the net aggregate amount so transferred so far as this amount is dealt with in the
company’s accounts for the financial year;
(d) any qualifications contained in the report ofthe auditors ofthe subsidiaries on
their accounts for their respective financial years ending as stated in subpara
graph (1) of paragraph (b), and any note or saving contained in those accounts to
call attention to a matter which, apart from the note or saving, would properly
have been referred to in that qualification in so far as the matter which is the sub
ject of the qualification or note is not covered by the company’s own accounts
and is material from the point of view ofthe company’s interest,
or, in so far as the information required by this paragraph is not obtainable, a statement that it
is not obtainable. 45.
ew ofthe company’s interest,
or, in so far as the information required by this paragraph is not obtainable, a statement that it
is not obtainable. 45.
Items (b) and (c) of paragraph 44 shall apply only to the amounts that could properly en
ter into the composition of the holding company’s income surplus. 46. There shall be stated by way of note, in accordance with subsection (10) of section 127 of
the Act, in relation to subsidiaries, whose financial years do not coincide with that of the
company,
(a) the reasons why the company’s directors consider that the subsidiaries’ financial
years should not so coincide; and
(b) the name of each subsidiary whose financial year does not coincide with that of
the holding company and the date on which its relevant financial year ended. 47. The group accounts, if prepared as consolidated accounts, shall combine the information
contained in the separate balance sheets and profit and loss accounts of the holding company
and ofthe subsidiaries dealt with by the consolidated accounts with the adjustments, that the
directors consider appropriate, and the consolidated accounts shall, in giving the information
comply, so far as is practicable, with the requirements ofthe Act as if they were the accounts
of a single company. 48.
all, in giving the information
comply, so far as is practicable, with the requirements ofthe Act as if they were the accounts
of a single company. 48.
Where group accounts arc prepared and the accounts of some subsidiaries are not incor
porated in the group accounts, the group accounts shall incorporate with respect to those sub
sidiaries information equivalent to that required to be given in the holding company's ac
counts when group accounts arc not prepared. 49. Where group accounts are prepared other than in the form of consolidated accounts they
shall provide the same information, so far as is relevant and material, as would have been pro
vided by consolidated accounts. PART FOUR
Exemptions for Special Classes ofCompanies
50. Paragraphs, 4, 5, 6, 9, 22, 31,32, 33 and 34 of this Schedule shall not apply to a company
limited by guarantee. Ill-585 (Issue 1]
ses ofCompanies
50. Paragraphs, 4, 5, 6, 9, 22, 31,32, 33 and 34 of this Schedule shall not apply to a company
limited by guarantee. Ill-585 (Issue 1]
ACT 179
Companies Act, 1963
51. (1) A company licensed under section 24 of the Companies Ordinance (Cap, 193) or a
statutory re-enactment of that Code to carry on the business of banking shall not be subject to
Part One or Two of this Schedule other than paragraphs 1 (), (g), (/), (j) and (o), 2, 3 (a) and
(d), 4, 5, 9, 10, 1 1, 12, 13, 15, 16,21,22, 23,26,28, 29, 33,34,36,37 and 38. (2) Where a banking company as is referred to in subparagraph (1) has reserves which
are not separately slated in its balance sheet a heading in its balance sheet stating an amount
arrived at after taking into account that reserve or a transfer to, or from, that reserve shall be
so framed or marked as to indicate that fact, and its profit and loss account shall indicate by
appropriate words the manner in which the amount stated for the company’s profit or loss has
been arrived at. 52.
t and loss account shall indicate by
appropriate words the manner in which the amount stated for the company’s profit or loss has
been arrived at. 52.
(1) The Minister may in the national interest and by legislative instrument, prescribe that
companies of a class described in the instrument shall be exempt from any of the provisions of
this Schedule, but a company taking advantage of this paragraph shall be subject to the condi
tions prescribed in the instrument as to matters to be stated in the accounts or by way of note
to the accounts and as regards information to be furnished to the Minister or to the Registrar. (2) If the Minister is satisfied that any of the conditions has not been complied with in
the case of a company, the Minister may direct that so long as the direction remains in force
the company shall be excluded from the exemption, wholly or to the extent specified in the
direction, although the company is a company ofthe class prescribed in the instrument. 53.
rom the exemption, wholly or to the extent specified in the
direction, although the company is a company ofthe class prescribed in the instrument. 53.
Notwithstanding an exemption conferred by or under this Part of this Schedule, the ac
counts of a company shall give the true and fair view required by the Act, but the accounts
shall not be regarded as not giving a true and fair view by reason of the fact that they do not
comply with any of the provisions of this Schedule from which the company is exempt by
reason of this Part of this Schedule or an instrument made under the Schedule. 54. Where the company entitled to an exemption under this Part of this Schedule is a holding
company, the group accounts, if prepared as consolidated accounts, shall be regarded as com
plying with the requirements of the Act if they comply with the requirements applying to the
separate accounts of the company. FIFTH SCHEDULE
(Section 133]
Matters to be expressly stated in Auditors Report
1. Whether they have obtained the information and explanations which to the best of their
knowledge and belief were necessary for the purposes of their audit. 2.
they have obtained the information and explanations which to the best of their
knowledge and belief were necessary for the purposes of their audit. 2.
Whether, in their opinion, proper books of account have been kept by the company, so far
as appears from their examination of those books, and proper returns adequate for the pur
poses of their audit have been received from branches not visited by them. 3. Whether the company’s balance sheet and, unless it is framed as a consolidated profit and
loss account, profit and loss account dealt with by the report are in agreement with the books
of account and returns. [Issue 1] III-586
ed profit and
loss account, profit and loss account dealt with by the report are in agreement with the books
of account and returns. [Issue 1] III-586
ACT 179
Companies Acl. 1963
4. Whether, in their opinion and to the best of their information and according to the explana
tions given them, the accounts give the information required by this Act in the manner so re
quired and give a true and fair view,
(a) in the case ofthe balance sheet, of the state ofthe company’s affairs at the end of
its financial year; and
(b) in the case of the profit and loss account, of the profit or loss for its financial
year;
or, give a true and fair view of the balance sheet or the profit and loss account subject to the
non-disclosure of any matters, to be indicated in the report, which by virtue of Part Four ofthe
Fourth Schedule to the Act are not required to be disclosed. 5.
sure of any matters, to be indicated in the report, which by virtue of Part Four ofthe
Fourth Schedule to the Act are not required to be disclosed. 5.
In the case of a holding company submitting group accounts, whether, in their opinion, the
group accounts have been properly prepared in accordance with the Act so as to give a true
and fair view ofthe state of affairs and profit or loss of the company and its subsidiaries dealt
with so far as concerns the interests of the company or so as to give a true and fair view of
those affairs or of the loss or profit subject to the non-disclosure of any matters, to be indi
cated in the report, which by virtue of Part Four of the Fourth schedule to the Act arc not re
quired to be disclosed. SIXTH SCHEDULE
[Sections 273 and 274]
Form ofStatement in lieu ofProspectus and Account and Report to Accompany the Statement
PART ONE
Form ofStatement and Particulars to be Contained in the Statement
Statement in lieu ofProspectus Deliveredfor Registration by [insert full
name ofcompany}
1.
Statement and Particulars to be Contained in the Statement
Statement in lieu ofProspectus Deliveredfor Registration by [insert full
name ofcompany}
1.
Unless more than two years have elapsed since
Registration of the company,
(a) the amount of estimated amount of the expenses inciden
tal or preliminary to the promotion and registration of the
company;
(b) by whom these expenses have been paid or arc payable;
(c) the names of the promoters;
(d) the amount paid or intended to be paid to any promoter;
(e) the consideration for the payment;
( any other benefit given or intended to be given to any
Promoter;
(g) the consideration for the giving of that benefit;
1. («)
(b)
(c)
(d) Name of
promoter....... Amount 0...................... (e)
() Name of
Promoter ....... Nature and value of
benefit .................. (g)
111-587 [Issue 1]
of
promoter....... Amount 0...................... (e)
() Name of
Promoter ....... Nature and value of
benefit .................. (g)
111-587 [Issue 1]
ACT 179
Companies Act, 1963
(h) full particulars of the nature and extent of the interest of (h)
every director and proposed director of the company in
the promotion ofthe company. 2. The name, address and professional qualification of the com- 2. pany’s auditors, and if auditors have not been appointed a state
ment to that effect. 3. The names and address of the company’s bankers and legal 3. practitioners. 4. The names, countries of incorporation, and nature of the business 4. of the subsidiaries of the company and of the bodies corporate in
which the company is beneficially entitled to equity shares confer
ring the right to exercise more than twenty-five for each hundred
of the votes exercisable at a general meeting of the body corpo
rate; but if, on the application of the directors of the company, the
Registrar is satisfied that mention of any ofthe matters referred to
in this paragraph 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 stated.
agraph 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 stated.
If the company is subsidiary, the
name, country of incorporation and nature of the business of the
holding company and the number of each class of shares of the
company held by the holding company. 5. Where the company is proposing to acquire securities in a body
corporate in this Schedule called a proposed subsidiary which, by
reason of the acquisition or anything to be done in consequence
with the requisition or in connection the acquisition will become a
subsidiary of the company, the name, country of incorporation and
nature ofthe business of that proposed subsidiary. 6. Where the company is proposing to acquire at business, a full
description of the nature of that business. 7. Whether in the opinion of the directors the company’s working
capital is sufficient and, if not how it is proposed to provide the
additional working capital thought by the directors to be
necessary. 8. The amount of the company’s stated capital distinguishing be
tween each of the items specified in [subsection (1) of sec
tion 66] of the Act and, in the case of items (a) and (b) between
different classes of shares. 9.
ach of the items specified in [subsection (1) of sec
tion 66] of the Act and, in the case of items (a) and (b) between
different classes of shares. 9.
The number and description of the company's
(a) authorised shares of each class
(b) issued shares of each class
(c) treasury shares of each class
10. The amount paid on the issued shares of each class
(a) in cash
(b) otherwise than in cash
11. The amount remaining payable on the issued shares of each
class
(a) presently due for payment
(b) not yet due for payment
(c) which the company has resolved shall not be capable of
being called up except in the event and for the purposes
ofthe company being wound up. 5. 6. 7. 8. (a) i
(h)*
(c)^
Total $
9. (a)
(b)
(c)
10. (a)
(b)
11. (a)
(b)
(c)
[Issue 1] III - 588
and for the purposes
ofthe company being wound up. 5. 6. 7. 8. (a) i
(h)*
(c)^
Total $
9. (a)
(b)
(c)
10. (a)
(b)
11. (a)
(b)
(c)
[Issue 1] III - 588
ACT 179
Companies Act, 1963
12. The amounts ofthe dividends per share paid by the company in 12. respect of each class of share in each of the five completed fi
nancial years of the company immediately preceding the date of
the statement, and particulars of any cases in which dividends
have not been paid in respect of a class in any of those years. 13. (1) The number of unissued shares of each class agreed to be 13. issued and the amount payable therefor
(2) in cash, (2)4
(3) otherwise than in cash. (3)0
14. (1) The name of every holder and, if known, beneficial owner 14. of more than twenty-five for each hundred of the com
(1)
(I)
pany’s shares of a class of share and
(2) the number and description of the shares held or owned. (2)
15. The amount of the outstanding debentures issued or agreed to be 15. issued by
(a) the company, and (a) •
(b) any of its subsidiaries and proposed subsidiaries. (b)
16. The amount of any bank overdrafts of 16. (a) the company, and (a)
(b) any of its subsidiaries and proposed subsidiaries. (h)
17. The nature of the consideration for the issue of any of the com- 17. pany’s shares or debentures issued or agreed to be issued other
wise than for cash. 18.
ture of the consideration for the issue of any of the com- 17. pany’s shares or debentures issued or agreed to be issued other
wise than for cash. 18.
Particulars of the shares or debentures of any of the company’s 18. subsidiaries and proposed subsidiaries which have, within the
two years immediately preceding the date of the statement, been
issued or which are proposed to be issued otherwise than for
cash and the nature of the consideration. 19. (1) Particulars ofthe shares or debentures of the company or 19. any of its subsidiaries and proposed subsidiaries which
have, within two years immediately preceding the date of
the statement, been issued for cash, stating
(a) the price, and (a)
(b) if not already fully paid, the dates when any instalments arc (b)
payable. 20. Where the shares or debentures of the company or any of its 20.
(a)
(b) if not already fully paid, the dates when any instalments arc (b)
payable. 20. Where the shares or debentures of the company or any of its 20.
subsidiaries and proposed subsidiaries are under option, or
agreed conditionally or unconditionally to be put under option,
(a) the number and description of the shares, (a)
(b)the amount and description of the debentures, (b)
(c)the period during which the option is exercisable, (c)
(d))the price to be paid for the shares or debentures, (cl)
(e)the consideration for the grant of the option, (e)
(J) the persons to whom the option was given, or, if given to ()
existing shareholders or debenture holders, as sharehold
ers or debenture holders the relevant shares or deben
tures. 21. Where a property has been acquired or is proposed to be acquired 21. by the company or any of its subsidiaries and proposed subsidi
aries, except where the contract for its acquisition was cither
ill-589 [Issue II
d 21. by the company or any of its subsidiaries and proposed subsidi
aries, except where the contract for its acquisition was cither
ill-589 [Issue II
ACT 179
Companies Act, 1963
completed and a purchase money fully paid more than
two years before the date of the statement, or entered
into in the ordinary course of business and there is no
connection between the contract and the incorporation of
the company or its conversion from a private to a public
company,
(a) the names and addresses of the vendors;
(b) the amount paid or to be paid in cash, shares, debentures
or otherwise to each vendor stating:
(i) the total purchase price paid or to be paid,
(ii) the amount paid or to be paid in cash,
(iii) the amount paid or to be paid in shares and the number
and description of such shares,
(iv) the amount paid or to be paid in debentures and the
number and denomination of such debentures,
(v) the nature of, and value attributed to, other consideration;
(")
(b) Name of Vendor
(i) • ............ (ii) 0 ............ (iii) Amount e
Shares ........................... (iv) Amount 0
Debentures
(v) Nature................... Value.................... Name of vendor
(i) 0
(ii) 0
(iii) Amount 0
Shares ........................... (iv) Amount 0
Debentures....................
. Value.................... Name of vendor
(i) 0
(ii) 0
(iii) Amount 0
Shares ........................... (iv) Amount 0
Debentures....................
(c) the total amount paid or to be paid in,
(i) Cash,
(ii) Shares,
(iii) Debentures,
(iv) other consideration;
(v) Nature................... Value 0................. (c)
(i) 0
(ii) 0
(iii) 0
(iv) 0
Total ............................. Specifying (v) the amount paid or to be paid for goodwill; (v) 0
(d) full particulars of the nature and extent of the interest, (d)
direct or indirect, of every director or proposed director
of the company or any of its subsidiaries and proposed
subsidiaries in that property;
(e) short particulars of all transactions relating to that prop- (e)
erty which were entered into or completed within the two
years immediately preceding the date of the statement. 22 (1) The dates of, parties to, and general nature of every material 22. (1)
contract, other than contracts entered into in the ordmaiy
course of business, or completed more than two years be
fore the date of this statement. [Issue i] III - 590
han contracts entered into in the ordmaiy
course of business, or completed more than two years be
fore the date of this statement. [Issue i] III - 590
ACT 179
Companies Act, 1963
(2) The place and time, not being less than twenty-eight days at
which such contracts or copies thereof or, in the case hours
of any contract not reduced into writing, a memorandum
giving full particulars thereof in a language acceptable to
the Registrar, may be inspected. (2) Address
Between the
of and
from
until
(Saturdays,
Sundays and public
holidays excepted)
23. Names, and the former names, addresses and business occupations of the company’s directors
or proposed directors and secretary, or proposed secretary, and particulars of any other direc
torships held by the directors or proposed directors, in the manner prescribed by [section 196]
of the Act. Directors and Proposed Directors
Name Former
Names
Address Business
Occupation Other
Directorships Whether yet
appointed or not
Secretary or Proposed Secretary
24. Names and addresses of accountants making the reports, if any, 24. delivered for registration with this statement.
Secretary or Proposed Secretary
24. Names and addresses of accountants making the reports, if any, 24. delivered for registration with this statement.
Name Former
Names
Address Business
Occupation Other
Directorships Whether yet
appointed or not
(Signatures of the persons above-named
as directors or proposed directors or of their
agents authorised in writing)
Date
PART TWO
Accounts and Reports to Accompany Statement
25. Where the company has been incorporated for more than filicen months,
(a) copies of the profit and loss account, balance sheet, group accounts and reports
required to be circulated to the members and debenture holders of the company
in
111-591 [Issue 1]
account, balance sheet, group accounts and reports
required to be circulated to the members and debenture holders of the company
in
111-591 [Issue 1]
ACT 179
Companies Act, 1963
accordance with section 124 of the Act each of the five completed financial
years immediately preceding the date of the statement, or in respect of each of
the financial years since the incorporation of the company if this occurred less
than five years before that date: but the accounts and reports shall not be re
quired for a financial year in respect of which copies of the accounts and reports
have been annexed to the annual return of the company in accordance with sec
tion 269 of the Act.
respect of which copies of the accounts and reports
have been annexed to the annual return of the company in accordance with sec
tion 269 of the Act.
(b) Unless the auditors’ reports on the accounts for those financial years have been
made by auditors duly qualified under section 296 of the Act, to be appointed
auditors of the company if it had been a public company at the date of each audi
tor’s report, a report by accountants duly qualified under section 296 of the Act
to be appointed auditors of the company with respect to the profits or losses of
the company in each of these financial years and with respect to the assets and
liabilities of the company as at the end of the last financial year, or, if the com
pany is a holding company a like report with respect to the profits or losses and
assets and liabilities of the company and its subsidiaries, so far as these profits or
losses and assets can properly be regarded as attributable to the interests of the
company. 26.
mpany and its subsidiaries, so far as these profits or
losses and assets can properly be regarded as attributable to the interests of the
company. 26.
Where the company, whether or not incorporated for more than fifteen months, at any
time within the five years immediately preceding the date of the statement has acquired a
business or a subsidiary, or where at the date of the statement, the company proposes to ac
quire a business or a proposed subsidiary,
(a) copies of the profit and loss account and balance sheet of the business, or sub
sidiary or proposed subsidiary in respect of each of the five financial years im
mediately preceding the date of the statement, or in respect of each of the finan
cial years since the commencement of that business or the incorporation of that
subsidiary or proposed subsidiary, if that occurred less than five years before the
date of the statement: but it shall not be necessary to deliver for registration cop
ies of a profit and loss account and balance sheet of a business or subsidiary for a
financial year in respect of which the profit or losses and assets and liabilities of
the business or subsidiary are dealt with in the accounts or group accounts of the
company for the financial year;
(b) a report by accountants duly qualified under section 296 of the Act to be ap
pointed auditors of the company with respect to the profits or losses of that busi
ness or subsidiary or proposed subsidiary in respect of each of the financial years
for which a profit and loss account have been delivered for registration pursuant
to subparagraph (a) of this paragraph and with respect to the assets and liabilities
of that business or subsidiary or proposed subsidiary as at the end of its last fi
nancial year; but
(i) the report shall deal with the profits or losses and assets and liabilities of a
subsidiary or proposed subsidiary which can properly be regarded as at
tributable to the interests of the company;
(ii) when the report relates to a financial year before the subsidiary became a
subsidiary of the company or relates to a proposed subsidiary, only those of
its profits or losses and assets and liabilities shall be regarded as attributable
to the interests of the company as would have been properly attributable if
the company had held the securities in the subsidiary or proposed subsidiary
which it holds at the date of the statement or proposes to acquire;
(iii) where that subsidiary or proposed subsidiary has itself subsidiaries, the re
port shall be extended to the profits or losses and assets and liabilities of that
subsidiary or proposed subsidiary and its subsidiaries so far as the same can
properly be regarded as attributable to the interests of the company;
[Issue 1] III - 592
posed subsidiary and its subsidiaries so far as the same can
properly be regarded as attributable to the interests of the company;
[Issue 1] III - 592
ACT 179
Companies Act, 1963
(iv) the report required by this paragraph need not extend to a period in re
spect of which the profit or losses of that business or the appropriate part
of the profits or losses of that subsidiary arc dealt with in the accounts or
group accounts of the company;
(v) the report required by this paragraph need not extend to the assets and
liabilities of a business or subsidiary if the same or the appropriate part of
the assets and liabilities are dealt with in the last balance sheet of the
company. 27. (1) In making a report that is required by paragraph 25 or 26 of this Schedule the ac
countants shall make the adjustments that are in their opinion appropriate. (2) Where the adjustments are made, the statement shall, in accordance with subsection (3)
of section 274 of the Act, have endorsed on, or attached to, the statement, a written statement
signed by the accountants setting out the adjustments and giving the reasons for the adjustments.
, or attached to, the statement, a written statement
signed by the accountants setting out the adjustments and giving the reasons for the adjustments.
SEVENTH SCHEDULE
[Sections 273, 274, 275, 276, 278 and 279)
Contents ofProspectus on General Invitations
Pursuant to subsection (11) of section 279 of the Act, the prospectus shall state at its
head a statement to the effect that,
“A copy of this prospectus has been delivered to the Registrar of Com
panies, Ghana, for registration. The Registrar has not checked and will not
check the accuracy of any statements made and does not accept responsibili
ties for the statements or for the financial soundness of the company or the
value of the securities concerned.”
PART ONE
Matters to be Specified
1. The full name of the company. 2.
the financial soundness of the company or the
value of the securities concerned.”
PART ONE
Matters to be Specified
1. The full name of the company. 2.
(1) A full description of the securities which the public are being invited to acquire, and of
the terms on which they are being invited to acquire the securities including,
(a) the date prior to the expiration of which applications will not be accepted or
treated as binding;
(b) if securities are being offered for subscription or purchase, the total amount pay
able for each share or debenture and the amount payable on application, allot
ment, and otherwise for each share or debenture;
(c) the policy which will be adopted if applications exceed the shares or debentures
on offer. (2) Where the securities are unsecured debentures they shall be described as “unsecured
loan stock”, “unsecured notes” or the like, and not as “debentures” or “bonds.”
3. Whether application has been or is being made to a stock exchange for permission to deal
in the securities concerned. 111-593 [Issue 1]
or “bonds.”
3. Whether application has been or is being made to a stock exchange for permission to deal
in the securities concerned. 111-593 [Issue 1]
ACT 179
Companies Act, 1963
4. If so, whether the stock exchange is an approved stock exchange within the meaning of
[section 280] of the Act. 5. If not, a statement that there will not be a market for the securities and that a holder wish
ing to dispose of those securities may be unable to do so. 6. The full name, address and business occupations of every person making the invitation, if
other than the company. 7. The address and the number of the Post Office Box of the company’s registered office. 8. The full name, address and business occupation of every director and proposed director
and of the secretary or proposed secretary of the company. 9. The name, address and professional qualification of the company’s auditors. 10. The name and address of the registration officer, if any. 11. The name and address of an underwriter of the invitation. 12. The names and addresses of the company’s bankers, stock-brokers and legal practitioners. 13.
name and address of an underwriter of the invitation. 12. The names and addresses of the company’s bankers, stock-brokers and legal practitioners. 13.
If the invitation relates to debentures, the name and addresses of any trustees for deben
ture holders, the date of the resolutions creating the debentures, and short particulars of the
security for the debentures or, if the debentures are unsecured, a statement to that effect. 14. The authorised business or businesses of the company. 15. A brief summary of the history of the company and of any businesses to which it has
succeeded. 16. (1) The names, countries of incorporation, and nature of the businesses of the subsidiar
ies of the company and of the bodies corporate in which the company is beneficially entitled
to equity shares conferring the right to exercise more than twenty-five for each hundred of the
votes exercisable at a general meeting of the body corporate. (2) If the company is a subsidiary, the name, country of incorporation and nature of the
business of the holding company and the number of each class of shares of the company held
by the holding company. 17.
incorporation and nature of the
business of the holding company and the number of each class of shares of the company held
by the holding company. 17.
Where the company is proposing to acquire securities in a body corporate, in this Schedule
called a proposed subsidiary, which, by reason of the acquisition or anything to be done in con
sequence of or in connection with, the requisition will become a subsidiary of the company, the
name, country of incorporation, and nature of the business of that proposed subsidiary. 18. Where the company is proposing to acquire a business, a full description of the nature of
that business. 19. The situation, area, and tenure, including, where appropriate, the rent and unexpired term
of a lease or concession, of the main places of business of the company and its subsidiaries
and proposed subsidiaries. 20. A statement as to,
(a) the financial and trading prospects of the company together with a material in
formation which may be relevant to those prospects; and
(b) the material changes in the financial or trading position of the company which may
have occurred since the end of the last completed financial year of the company
[Issue l] III-594
nancial or trading position of the company which may
have occurred since the end of the last completed financial year of the company
[Issue l] III-594
ACT 179
Companies Act, 1963
21. A statement by the directors of the company that in their opinion the company’s working
capital is sufficient or, if not, it is proposed to provide the additional working capital thought
by the reductions to be necessary. 22. The amount or estimated amount of the expenses incidental and preliminary to the invita
tion, including the expenses of an application to a stock exchange for permission to deal in the
securities concerned in the invitation, and by whom the expenses are payable. 23. Particulars of any commissions paid within the two preceding years, or payable, as com
mission for acquiring any shares or debentures of the company or of any of its subsidiaries
and proposed subsidiaries. 24.
g years, or payable, as com
mission for acquiring any shares or debentures of the company or of any of its subsidiaries
and proposed subsidiaries. 24.
Where the company is inviting or, under (section 267] of the Act, is deemed to be invit
ing, the public to subscribe for any of its shares or debentures,
(a) a statement or an estimate of the net proceeds of the issue and a statement as to
how the proceeds were or arc to be applied;
(b) the minimum amount which in the opinion of the company’s directors must be
raised by the issue in order to provide sums, or, if part of the sums is to be de
frayed in any other manner, the balance of the sums, required to be provided in
respect of each of the following matters, namely,
(i) the purchase price of a property purchased or to be purchased which is to
be defrayed in whole or in part out of the proceeds of the issue;
(ii) any expenses incidental and preliminary to the invitation and issue, in
cluding the expenses of an application to a stock exchange for permission
to deal in the shares or debentures, payable by the company, and the
commission so payable to a person in consideration of that person agree
ing to subscribe for, or of that person procuring or agreeing lo procure
subscriptions for, any shares or debentures of the company;
(iii) the repayment of any moneys borrowed by the company in respect of any
of the matters stated in this paragraph; and
(iv) working capital; and
(c) the amounts to be provided in respect of the matters slated in subparagraph (b) of
this paragraph otherwise than out of the proceeds of the issue and the sources out
of which these amounts are to be provided.
d in subparagraph (b) of
this paragraph otherwise than out of the proceeds of the issue and the sources out
of which these amounts are to be provided.
25. Where a person other than the company is inviting the public to purchase any shares or
debentures of the company, whether or not, under section 267 of the Act the invitation is made
by the company,
(a) if the shares or debentures were issued by the company for cash, a statement of
the price for each share or debenture at which those shares or debentures were
issued, and of the total net proceeds of the issue;
(b) if the shares or debentures were issued by the company for a consideration other
than cash, a statement of the nature of the consideration and an estimate by the
directors of its fair value and of the price for each share of debenture which it
represents;
(c) if the person making the invitation did not acquire the shares or debentures di
rectly from the company on their issues,
(i) if that person purchased them for cash, a statement of the price for each
share or debenture at which that person purchased the share or debenture
111-595 (Issue 1]
purchased them for cash, a statement of the price for each
share or debenture at which that person purchased the share or debenture
111-595 (Issue 1]
ACT 179
Companies Act, 1963
or, if purchased over a period of time at different prices, the lowest and
highest prices, and the total purchase price paid by that person;
(ii) if that person acquired them for a consideration other than cash, a statement
of the nature of the consideration and an estimate by that person of its fair
value and of the price for each share or debenture which it represents. 26. The stated capital of the company, distinguishing between each of the items specified in
subsection (1) of section 66 of the Act, and, in the case of items (a) and (b) between different
classes of shares. 27. The number and description of the company’s authorised shares of each class, issued
shares of each class, and treasury shares of each class. 28. The amount paid on the issued shares of each class
(a) in cash. (b) otherwise than in cash. 29. The amount remaining payable on the issued shares of each class, distinguishing between
the amount presently due for payment and the amount not yet due for payment and, in the
latter case, stating what amount the company has resolved shall not be capable of being called
up except in the event and for the purpose of the company being wound up.
ng what amount the company has resolved shall not be capable of being called
up except in the event and for the purpose of the company being wound up.
30. The number of unissued shares of each class agreed to be issued and the amount payable
for the shares distinguishing between the amount payable in cash and the amount payable
otherwise than in cash. 31. If the company’s shares are divided into different classes, the rights in respect of voting,
repayment, and dividends and any other special rights attached to the several classes and a
statement as to the consents necessary for the variation of those rights. 32. The amounts of the dividends for each share paid by the company in respect of each class
of share in each of the ten completed financial years of the company immediately preceding
the date of publication of the prospectus and particulars of any cases in which dividends have
not been paid in respect of a class of shares in any of those years. 33. If any of the company’s shares are redeemable preference shares, the earliest date on
which the company has power to redeem those shares. 34. The name of every holder and beneficial owner of more than twenty-five percent of the
company’s shares or a class of shares and the number and description of the shares held or
owned. 35.
al owner of more than twenty-five percent of the
company’s shares or a class of shares and the number and description of the shares held or
owned. 35.
The amount of the outstanding debentures issued or agreed to be issued by the company
and any of its subsidiaries and proposed subsidiaries or, if none, a statement to that effect. 36. Particulars of any bank overdrafts of the company and any of its subsidiaries and pro
posed subsidiaries as at the latest practicable date, which shall be stated, or if there arc no
bank overdrafts, a statement to that effect. 37. The nature of the consideration for the issue of any of the company’s shares or debentures
issued or proposed to be issued otherwise than in cash. [Issue 1] HI-596
the consideration for the issue of any of the company’s shares or debentures
issued or proposed to be issued otherwise than in cash. [Issue 1] HI-596
ACT 179
Companies Act, 1963
38. Particulars of any shares or debentures of any of the company’s subsidiaries and proposed
subsidiaries which have, within two years immediately preceding the publication of the pro
spectus, been issued, or which are proposed to be issued, otherwise than for cash and the na
ture of the considerations. 39. Particulars of any shares or debentures of the company or any of its subsidiaries and pro
posed subsidiaries which have, within two years immediately preceding the publication of the
prospectus, been issued, or which are proposed to be issued, for cash, the price and terms upon
which the shares or debentures have been or are to be issued and, if not already fully paid, the
dates when any instalments are payable. 40.
erms upon
which the shares or debentures have been or are to be issued and, if not already fully paid, the
dates when any instalments are payable. 40.
Particulars of any shares or debentures of the company or any of its subsidiaries and pro
posed subsidiaries which are under option, or agreed conditionally or unconditionally to be
put under option, with the price to be paid for the securities under option, the duration of the
option, the consideration for which the option was granted, and the name and address of the
grantee, but where the option is to the shareholders or debenture holders or a class of the
shareholders or debenture holders it shall be sufficient, so far as names arc concerned, to re
cord that fact without giving the names and addresses of the grantees. 41.
enture holders it shall be sufficient, so far as names arc concerned, to re
cord that fact without giving the names and addresses of the grantees. 41.
Where property has been acquired or is proposed to be acquired by the company or any of
its subsidiaries and proposed subsidiaries, except where the contract for its acquisition was
completed and the purchase money fully paid, more than two years before the date of publica
tion of the prospectus, or entered into in the ordinary course of business and there is no con
nection between the contract and the invitation,
(a) the names and addresses of the vendors; and
(b) the amount paid or to be paid in cash, shares, debentures or otherwise to the ven
dor and, where there is more than one separate vendor or the company or sub
sidiary or proposed subsidiary is a sub-purchaser, the amount so paid or to be
paid to each vendor, distinguishing between the amounts paid or to be paid,
(i) in cash,
(ii) in shares,
(iii) in debentures,
(iv) the nature of, and value attributed to.
distinguishing between the amounts paid or to be paid,
(i) in cash,
(ii) in shares,
(iii) in debentures,
(iv) the nature of, and value attributed to.
any other consideration, and
(v) the amount paid or payable for goodwill;
(c) full particulars of the nature and extent of the interest, direct or indirect, of every
director or proposed director of the company or any of its subsidiaries and pro
posed subsidiaries in that property;
(d) short particulars of the transactions relating to that property which were entered
into or completed within the two years immediately preceding the date of publi
cation of the prospectus. 42. Unless more than two years have elapsed since the registration of the company,
(a) the amount or estimated amount of the expenses incidental or preliminary to the
promotion and registration of the company and by whom those expenses have
been paid or arc payable;
(b) the names of the promoters of the company;
(c) the amount of the cash or securities paid, or benefit given or proposed to be
given to a promoter and the consideration for the payment or benefit;
(cl) full particulars of the nature and extent of the interest of every director and pro
posed director in the promotion of the company. Ill-597 (Issue I)
full particulars of the nature and extent of the interest of every director and pro
posed director in the promotion of the company. Ill-597 (Issue I)
ACT 179
Companies Act, 1963
43. Where the prospectus includes a statement purporting to be made by an expert, a state
ment that the expert has given and has not withdrawn the written consent of the expert to the
publication of the prospectus with the statement included in the form and context in which it is
included. 44. The dates of, parties to, and general nature of, every material contract, other than con
tracts entered into in the ordinary course of business or completed more than two years before
the date of publication of the prospectus. 45.
than con
tracts entered into in the ordinary course of business or completed more than two years before
the date of publication of the prospectus. 45.
(1) A reasonable time, not being less than twenty-eight days during which, and place at
which, the following documents, or certified copies of those documents may be inspected,
namely,
(a) the company’s Regulations;
(b) where the invitation relates to debenture, the debenture trust deed;
(c) each contract disclosed pursuant to paragraph 44 of this Schedule or, in the case
of a contract not reduced into writing, a memorandum giving full particulars of
the contract;
(d) the profit and loss account, balance sheet, group accounts and reports required to
be circulated to the members and debenture holders of the company in accor
dance with section 124 of the Act, for the five financial years of the company
immediately preceding the date of publication of the prospectus or, if the com
pany has been incorporated for less than five years, for the number of years in
respect of which it has or should, in accordance with the section 124, have circu
lated the accounts and reports;
(e) the profit and loss account and balance sheet of every subsidiary and proposed
subsidiary of the company and of every business acquired or to be acquired by
the company for each of its five financial years immediately preceding the date
of publication of the prospectus, or, if a subsidiary or proposed subsidiary has
been incorporated or a business has been carried on for less than five years, for
the number of financial years completed since its incorporation or commence
ment; but this sub-paragraph shall not apply to the profit and loss accounts and
balance sheets of a subsidiary or business in respect of any financial years in
which the profits or losses and assets and liabilities of the subsidiary or business
arc dealt with in the accounts or group accounts of the company;
( the other reports, letters, balance sheets, valuations and statements by an expert
any part of which is extracted or referred to in the prospectus;
(g) a written statement, signed by the accountants making the reports required under
Part Two of this Schedule, setting out the adjustments made by them in arriving
at the figures shown in their report and giving the reasons for the adjustments.
f this Schedule, setting out the adjustments made by them in arriving
at the figures shown in their report and giving the reasons for the adjustments.
(2) If the whole or a part of any of the above-mentioned documents is in any other lan
guage, a certified translation of the document or of the parts of the document shall be made
available in a language acceptable to the Registrar for inspection instead of the original or a
certified copy. 46. The names and addresses of the accountants making the reports required under Part Two
of this Schedule. (Issue 1] Ill - 598
l or a
certified copy. 46. The names and addresses of the accountants making the reports required under Part Two
of this Schedule. (Issue 1] Ill - 598
ACT 179
Companies Act, 1963
43. Where the prospectus includes a statement purporting to be made by an expert, a state
ment that the expert has given and has not withdrawn the written consent of the expert to the
publication of the prospectus with the statement included in the form and context in which it is
included. 44. The dates of, parties to, and general nature of, every material contract, other than con
tracts entered into in the ordinary course of business or completed more than two years before
the date of publication of the prospectus. 45.
than con
tracts entered into in the ordinary course of business or completed more than two years before
the date of publication of the prospectus. 45.
(1) A reasonable lime, not being less than twenty-eight days during which, and place at
which, the following documents, or certified copies of those documents may be inspected,
namely,
(a) the company’s Regulations;
(b) where the invitation relates to debenture, the debenture trust deed;
(c) each contract disclosed pursuant to paragraph 44 of this Schedule or, in the case
of a contract not reduced into writing, a memorandum giving full particulars of
the contract;
(d) the profit and loss account, balance sheet, group accounts and reports required to
be circulated to the members and debenture holders of the company in accor
dance with section 124 of the Act, for the five financial years of the company
immediately preceding the date of publication of the prospectus or, if the com
pany has been incorporated for less than five years, for the number of years in
respect of which it has or should, in accordance with the section 124, have circu
lated the accounts and reports;
(e) the profit and loss account and balance sheet of every subsidiary and proposed
subsidiary of the company and of every business acquired or to be acquired by
the company for each of its five financial years immediately preceding the date
of publication of the prospectus, or, if a subsidiary or proposed subsidiary has
been incorporated or a business has been carried on for less than five years, for
the number of financial years completed since its incorporation or commence
ment; but this sub-paragraph shall not apply to the profit and loss accounts and
balance sheets of a subsidiary or business in respect of any financial years in
which the profits or losses and assets and liabilities of the subsidiary or business
arc dealt with in the accounts or group accounts of the company;
( the other reports, letters, balance sheets, valuations and statements by an expert
any part of which is extracted or referred to in the prospectus;
(g) a written statement, signed by the accountants making the reports required under
Part Two of this Schedule, setting out the adjustments made by them in arriving
at the figures shown in their report and giving the reasons for the adjustments.
f this Schedule, setting out the adjustments made by them in arriving
at the figures shown in their report and giving the reasons for the adjustments.
(2) If the whole or a part of any of the above-mentioned documents is in any other lan
guage, a certified translation of the document or of the parts of the document shall be made
available in a language acceptable to the Registrar for inspection instead of the original or a
certified copy. 46. The names and addresses of the accountants making the reports required under Part Two
of this Schedule. (Issue 1] 111-598
nal or a
certified copy. 46. The names and addresses of the accountants making the reports required under Part Two
of this Schedule. (Issue 1] 111-598
ACT 179
Companies Act, 1963
PART TWO
Reports to be Set Out
47.
ACT 179
Companies Act, 1963
PART TWO
Reports to be Set Out
47.
(1) A report by accountants duly qualified under section 296 of the Act to be appointed
auditors of the company,
(a) with respect to the profits or losses of the company in respect of each of the ten
completed financial years immediately preceding the publication of the prospec
tus, or in respect of each of the financial years since the incorporation of the
company if this occurred less than ten years before the publication; and if the last
financial year of the company ended more than three months before the date of
the publication of the prospectus, with respect to the profits or losses from the
end of the last financial year to the latest practicable dale not being less than
three months before the date of the publication of the prospectus;
(b) where the company is a holding company, in lieu of the report required by sub
paragraph (a) of this paragraph, a like report with respect to the profits or losses
of the company and of its subsidiaries, so far as the profits or losses can properly
be regarded as attributable to the interests of the company;
(c) with respect to the assets and liabilities of the company as at the end of its last
financial year or, if the financial year ended more than three months before the
date of publication of the prospectus, as at the latest practicable date not being
less than three months before the date of publication of the prospectus;
(d) where the company is a holding company, in lieu of the report required by sub
paragraph (c) of this paragraph, a like report with respect to the assets and liabili
ties of the company, and of its subsidiaries so far as the assets can properly be
regarded as attributable to the interests of the company;
(e) with respect to the aggregate emoluments paid by the company to the directors
of the company or an associated company during the last period for which the
accounts have been made up, and the amount by which the emoluments would
differ from the amounts payable under any arrangements in force at the date of
publication of the prospectus;
( with respect to any other mailers which appear to the accountants to be relevant
having regard to the purpose of the report.
tion of the prospectus;
( with respect to any other mailers which appear to the accountants to be relevant
having regard to the purpose of the report.
(2) In making the report the accountants shall make the adjustments that are in their
opinion appropriate for the purposes of the prospectus. 48.
(2) In making the report the accountants shall make the adjustments that are in their
opinion appropriate for the purposes of the prospectus. 48.
(1) Where within the ten years immediately preceding the publication of the prospectus
the company has acquired a business or a subsidiary, or where at the date of the publication of
the prospectus the company proposes to acquire a business or a proposed subsidiary, a report
in a manner slated in this paragraph by accountants duly qualified under section 296 of the
Act to be appointed auditors of the company,
(a) with respect to the profits or losses of that business or subsidiary or proposed
subsidiary in respect of each of the ten financial years immediately preceding the
publication of the prospectus, or in respect of each of the financial years since
the commencement of that business or the incorporation of that subsidiary or
proposed subsidiary if that occurred less than ten years before the publication of
the prospectus; and if the last financial year of that business, subsidiary or pro
posed subsidiary ended more than three months before the date of the publica
tion of the prospectus, with respect to the profits or losses from the end of the
last financial year to the latest practicable date not being less than three months
before the dale of the publication of the prospectus; but
(j) the report shall deal with any of the profits or losses of a subsidiary or
111-599 [issue 1]Have questions about this law?
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