• September 24, 2019

    WHAT TO KNOW ABOUT THE NEW COMPANIES ACT

    On Friday 2ND August 2019, His Excellency Nana Akuffo-Addo, President of the republic of Ghana gave his assent to the new Companies Act, Act 992, replacing the old Companies Act of 1963. The new Companies Act, Act 992 undoubtedly will reform company practice in Ghana. A. REGISTRATION OF A COMPANY UNDER THE COMPANIES ACT 2019, ACT 992 1. Who can register a company under the Companies Act 2019, Act 992? Under the Companies Act 2019, Act 992, any one or more persons may register a company (Section 6, Act 992) as long as said person or group of persons is above 18 years (Section 12, Act 992). 2. What are the duties of a promoter under the Companies Act 2019, Act 992? Under Section 10, Act 992, a promoter of a company is defined as a person who is or who has been engaged or interested in the formation of that company; this is exclusive of persons rendering services to the company in their professional capacity hired by persons engaged in procuring the formation of a company. The duties of said promoter include the following: i. Stand in a fiduciary relationship to the company ii. Observe utmost good faith towards the company in a transaction with the company or on behalf of the company iii. Compensate the company for any loss suffered by the company by reason of the failure of the promoter to observe utmost good faith iv. Account for any properties, information or profits arising from the use and acquisition of any properties or information that the promoter may acquire in circumstances in which it was his/her duty as a fiduciary to acquire said property or information on behalf of the company 3. What are the requirements to be met for registration under the Companies Act 2019, Act 922? Section 13, of Act 992 which adds on the requirements in Section 14 of the old Companies Act 1963, provides that all applications to register a company must include the following: i. The name of the company and an indication of the type of proposed company; ii. The nature of the proposed business if the company is registered with an object; iii. The address of the proposed registered office, principal place of business of the company in the Republic, telephone number and the post office box, private mail bag or digital address of the registered office of the company; iv. The electronic mail address and website of the company, if available; v. The following particulars of each subscriber: a. date, place of birth and nationality; b. present full name and any former name; c. residential, occupational, postal and electronic mail addresses and telephone contact; and vi. The following particulars of each proposed director of the proposed company: a. present full name and any former name; b. particulars of any business occupation and other directorships held by the director c. residential, occupational, postal and electronic mail addresses and telephone contact; vii. A statutory declaration by each proposed director of the proposed company indicating that within the preceding 5 years, that he/she has not been a. charged with or convicted of […]

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  • December 13, 2018

    Ghana Sports Monograph

    Ghana by Bobby Banson Kwame Appiah Oduro AINTOINETTE WINNIE ESSILFIE JEDIDIAH Y WILLIAMS AMA ASARE KORANG ADWOA E. O. PAINTSIL & This monograph is up-to-date as of Month and year 2018 Authors The Authors The Authors Bobby Banson Esq, MCIArb Bobby Banson has been described as a very dynamic and result oriented legal practitioner. Having learnt his trade from well-established Practitioners from Bentsi Enchil,Lesta & Ankomah (Accra), Dadson & Associates (Kumasi) and Minkah-Premo & Co (Accra), he has gained experiences in wide areas of legal practice including Corporate, Investment, Real Estate, Sports and Dispute Resolution. A product of Adisadel College, Mr. Banson furthered had his education at the Kwame Nkrumah University of Science and Technology for his LLB before proceeding to the Ghana School of Law in Accra for his BL where he graduated as the best student in the law of Taxation. He is the Founding Partner of Robert Smith & Adelaide Law, which is a boutique law firm located in Central Business District of Accra, Ghana. He heads the firm’s practice areas focusing on Alternative Dispute Resolution, Investment Advice and Corporate Governance. He has provided legal services to several multinational Companies doing business across the sub region. He has extensively written in the field of commercial law and litigation. Kwame Appiah Oduro Kwame Appiah Oduro attended Mfantsipim school, Mr. Oduro then proceeded to study Political Science and Economics at the University of Ghana Legon, after completion moved into the area of entrepreneurship to set up a company. After some years, He decided to go ahead and pursue his long awaited dream of becoming a legal practitioner and as such enrolled in the University of London Laws Degree programme where he obtained his LLB. He has had the opportunity to serve on the Parliamentary Select Committee on Local Government as well as the Parliamentary Adhoc Committee that was setup to investigate the outcome of the district assembly elections. Kwame has interest in Commercial Transactions, Commercial Litigation as well as Ghanaian Sports law and has done various researches in these areas. He is currently working with Smith & Adelaide law a well established and renowned law firm in Ghana. Aintoinette Winnie Essilfie, Esq Antoinette is currently an associate at Smith & Adelaide Law, a boutique Law firm in Ghana where she specializes in dispute resolution, Corporate and Commercial law. She previously worked with N.Dowuona & Company where she gained vast experience in areas of Corporate and Commercial Transactions. She has been involved in the incorporation and liquidation of various domestic and international companies and has advised on several legal issues ranging from corporate and commercial law, conflict of laws and energy matters in Ghana. She has an LL.B from the Kwame Nkrumah University of Science and Technology where she was selected as a representative for the University in the All African Moot Court Competition in 2013, South Africa. She was called to the Bar in Ghana in 2016 and has a certificate from the Leitner Centre in Fordham University on Human Rights during their summer course in Ghana in 2014. She has a keen interest in the research on Laws […]

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  • October 3, 2018

    THE NEW AGE OF CORPORATE GOVERNANCE IN GHANA: A STEP BEYOND MERE COMPLIANCE WITH STATUTORY PROVISIONS • By Bobby Banson, ESq ACIArb

    INTRODUCTION Everyday, new Companies are registered at the Registrar General’s Department of Ghana. Statics available at the time of writing this paper revealed that as at date, over One million companies have been issued with Certificates to Commence Business by the Registrar General’s Department. The reason for the popularity in the registration of Companies cannot be far-fetched. For many persons, registering a Company is a step to achieving a life-long dream. For many a person, a company serves as the only vehicle for achieving his or vision in life and provides an avenue for leaving a legacy. Under Ghanaian law, A Company could be registered as a limited liability Company, an unlimited Company or a Company Limited by Guarantee. A company registered as any of the above, could also be a Public Company which may be listed on the Ghana Stock Exchange or a Private Company with a limited membership of up to 50[2]. A company is defined by the Black Laws Dictionary as a “A society or association of persons, in considerable number, interested in a common object, and uniting themselves for the prosecution of some commercial or industrial undertaking, or other legitimate business”. [1] The Author is the lead Consultant of Smith & Adelaide Law, Labone-Accra, a Boutique Law firm specialized in of Corporate Governance Consulting. [2] Section 9 of the Companies Code, 1963, Act 179   Generally, Companies are required to have its Owners (Shareholders or Members) and its Directors. Most Companies also have a third tier structure which is referred to as the Management of the Company. Research has shown that for a Company to thrive and perform effectively, there must be a “proper” and “regulated” relationship between its Members, Directors and Management. These arms of the Company are the stakeholders of the Company and the relationship between them must be properly governed. Corporate Governance is therefore the regulation of the relationship between the various stakeholders of the Company. Corporate Governance focuses on how the relationship between these stakeholders will be managed and harnessed to promote the best interest of the Company at large[1]. The aim of this paper, is to discuss the modern trends in Corporate Governance worldwide and how some of these emerging trends can be adopted in Ghana to make our corporate Governance Regime more effective and efficient.   BREAKING THE MYTH What Corporate Governance is not! The Term Corporate Governance is not new in Ghana. In fact, it is a very popular term among Managers and Directors. The term however, is often used in a very limited context. Corporate Governance, from the survey conducted by the author, is a term that is used in Ghana to refer to the level of compliance with statutory prescriptions by a Company. In other words, a lot of Directors and Management Staff use the term to refer to the ability [3] The Cadbury Report of Corporate Governance, 1992.   of the Company to meet all Statutory Requirements such as Filing of Annual Returns, paying permits and licensing fees etc. This wrong perception, unfortunately is supported by most of the statutory provisions which relate to the incorporation of Companies and the regulations of Companies […]

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