Ghana School of Law PLC: Company and Commercial Practice (GLC)

Under Section 11 of the Companies Act, 2019 (Act 992), within what timeframe must a company ratify a pre-incorporation contract after its formation to assume rights and liabilities under it?

• AWithin 18 months
• BWithin 12 months
• CWithin 6 months
• DWithin 24 months

Which of the following describes the legal relationship between a promoter and the company they are engaged in forming under Ghanaian company law?

• AA fiduciary relationship
• BA relationship of principal and agent
• CA partnership relation
• DA simple contractual debtor-creditor relationship

In the landmark Ghanaian case of Morkor v Kuma [1998-99] SCGLR 620, what guiding principle did the Supreme Court reinforce regarding the piercing of the corporate veil?

• AThe corporate veil will only be pierced where the company was used as a sham, device, or…
• BThe corporate veil can be pierced whenever it is economically convenient for the creditor…
• CA sole shareholder is always personally liable for all the debts of the company.
• DThe court can pierce the corporate veil at any time without any proof of wrongdoing.

Under the Companies Act, 2019 (Act 992), what is the minimum number of directors that every company registered in Ghana must have at all times?

• ATwo directors
• BOne director
• CThree directors
• DFive directors

What is the minimum age requirement for a person to be appointed as a director of a company under the Companies Act, 2019 (Act 992)?

• A18 years
• B21 years
• C16 years
• D25 years

What is the maximum number of shareholders that a private company limited by shares is permitted to have in Ghana, excluding employees and former employees of the company?

• A50 shareholders
• B20 shareholders
• C100 shareholders
• DUnlimited

Which of the following is a key legal distinction between a private company and a public company under the Companies Act, 2019 (Act 992)?

• AA public company may invite the public to acquire its shares or debentures, whereas a pri…
• BA public company must have at least three directors, while a private company only needs o…
• CA private company does not require a company secretary, whereas a public company does.
• DOnly public companies are corporate bodies with separate legal personalities.

Under the Companies Act, 2019 (Act 992), when an application for name reservation is made, for how long is the approved name reserved by the Registrar?

• A30 days
• B60 days
• C90 days
• D180 days

Which of the following is a mandatory restriction governing a company limited by guarantee under Section 8 of the Companies Act, 2019 (Act 992)?

• AIt cannot pay dividends or make distributions of profit to its members.
• BIt must have a share capital of no par value shares.
• CIt is exempt from the requirement of appointing an auditor.
• DIts membership is restricted to a maximum of 20 persons.

What statutory declaration is required from the directors and promoters of a company during the application for incorporation under Section 13 of the Companies Act, 2019 (Act 992)?

• AA statutory declaration that they have not been convicted of an offence involving dishone…
• BA statutory declaration that the company will guarantee a minimum profit in its first yea…
• CA declaration confirming that the company holds land in Ghana.
• DA declaration that the company has a minimum of 50 shareholders.

What is the legal effect of an act done by a company in Ghana that exceeds the capacity or powers of the company as stated in its constitution under Section 18 of the Companies Act, 2019 (Act 992)?

• AThe act is not invalid merely because it is contrary to or beyond its constitution or obj…
• BThe act is automatically void and unenforceable under the ultra vires doctrine.
• CThe directors are criminally liable and the contract is cancelled.
• DThe Registrar will dissolve the company immediately.

Before a pre-incorporation contract is ratified by a newly formed company, who bears legal liability on the contract under Section 11 of the Companies Act, 2019 (Act 992)?

• AThe promoter who entered into the contract on behalf of the company is personally liable.
• BNobody is liable as the company did not exist.
• CThe company is automatically liable from the moment of its registration.
• DThe other party is liable to perform, but cannot enforce the contract.

Which body is established as a separate autonomous public agency to administer the registration of companies and businesses in Ghana under Act 992?

• AOffice of the Registrar of Companies (ORC)
• BRegistrar-General's Department (RGD)
• CGhana Investment Promotion Centre (GIPC)
• DMinistry of Justice and Attorney-General's Department

Under the Companies Act, 2019 (Act 992), within what timeframe must a company notify the Registrar of Companies of any change in the address of its registered office?

• AWithin 28 days
• BWithin 14 days
• CWithin 7 days
• DWithin 45 days

Which of the following is true regarding an unlimited liability company registered under the Companies Act, 2019 (Act 992)?

• AIt has separate legal personality, but its members have no limit on their liability on wi…
• BIt lacks separate legal personality, behaving exactly like a partnership.
• CIt is prohibited from carrying on any business for commercial profit.
• DIt cannot appoint directors and must be managed directly by all members.

Under Section 15 of the Companies Act, 2019 (Act 992), what is the evidentiary value of the Certificate of Incorporation issued by the Registrar of Companies?

• AIt is conclusive evidence that all requirements of the Act for registration have been com…
• BIt is prima facie evidence only, and can be challenged without court proceedings.
• CIt only certifies the name of the company, not its corporate existence.
• DIt is temporary evidence that must be renewed by the company every calendar year.

Under the Companies Act, 2019 (Act 992), which of the following is true regarding the requirement of a common seal for executing contracts?

• AA common seal is no longer mandatory; a company may execute a document by the signatures…
• BAll contracts entered into by a company must be under the company's common seal to be val…
• COnly contracts involving the purchase of land require a common seal.
• DPrivate companies must have a seal, but public companies are exempt.

According to the naming conventions in the Companies Act, 2019 (Act 992), what suffix must a public company limited by shares have at the end of its name?

• APublic Limited Company or PLC
• BLimited or LTD
• CCompany Limited by Guarantee or LBG
• DPartnership

Under the Companies Act, 2019 (Act 992), which of the following persons is excluded from being considered a promoter of a company?

• AA person acting in a professional capacity on behalf of a promoter (such as a lawyer draf…
• BA person who conceives the idea of forming the company.
• CA person who negotiates contracts for the acquisition of assets for the proposed company.
• DA person who prepares the company's constitution for submission to the Registrar.

What document replaces the former 'Regulations' as the primary governing document regulating the internal affairs of a company in Ghana under Act 992?

• AThe Constitution
• BThe Articles of Association
• CThe Memorandum of Association
• DThe Shareholder Agreement

Which section of the Companies Act, 2019 (Act 992) defines the general fiduciary duties of directors, requiring them to act in good faith and in the best interests of the company?

• ASection 190
• BSection 172
• CSection 212
• DSection 137

Under Section 190 of the Companies Act, 2019 (Act 992), when determining if a director has exercised the required duty of care, skill, and diligence, what standard is applied?

• AA mixed objective and subjective standard (the standard of a reasonably diligent person i…
• BA purely subjective standard (whether the director did their personal best).
• CA purely objective standard (the standard of an average reasonable person in the street).
• DA standard determined solely by the company's annual profit margins.

Under Ghanaian company law, which of the following defines a 'de facto' director?

• AA person who is not formally appointed as a director but acts as a director and is held o…
• BA director who is appointed only for a fixed term of six months.
• CA director who is appointed by a court to resolve a board deadlock.
• DA director who holds no shares in the company.

Under Ghanaian corporate governance, what is a 'shadow director'?

• AA person in accordance with whose directions or instructions the directors of the company…
• BA director who attends board meetings but has no voting rights.
• CA director who acts as the alternate for another director.
• DA director who has been disqualified by a court but continues to sign contracts in secret.

Which of the following is a key statutory requirement for the appointment of an alternate director under Ghanaian company law?

• AThe appointment must be approved by the board of directors and is subject to any provisio…
• BAn alternate director must be a shareholder of the company.
• CAn alternate director can only be appointed by a court order.
• DThe alternate director is always personally liable for all actions of the principal direc…

What is the primary difference in status between an executive director and a non-executive director under corporate practice in Ghana?

• AAn executive director is an employee of the company with management duties, while a non-e…
• BOnly executive directors have voting rights at board meetings.
• COnly non-executive directors are subject to fiduciary duties.
• DExecutive directors are appointed by shareholders, whereas non-executive directors are ap…

Under Section 176 of the Companies Act, 2019 (Act 992), what resolution and notice are required to remove a director from office before the expiration of their term?

• AAn ordinary resolution in a general meeting, with notice of intention to move the resolut…
• BA special resolution in a general meeting, requiring 14 days' notice.
• CA unanimous board resolution, requiring 7 days' notice.
• DA court order only; shareholders cannot remove a director.

Under Section 177 of the Companies Act, 2019 (Act 992), which of the following is a ground for the automatic disqualification of a person from acting as a director?

• AIf the person has been convicted of an offence involving fraud or dishonesty in the prece…
• BIf the person does not reside in the city where the registered office is located.
• CIf the person is also a director of another competing company.
• DIf the person fails to attend two consecutive board meetings.

Which of the following meets the statutory qualification criteria to be appointed as a Company Secretary under Section 211 of the Companies Act, 2019 (Act 992)?

• AAn enrolled barrister-at-law in Ghana, a chartered accountant, or a person who has held o…
• BAny shareholder who holds at least 10% of the voting shares of the company.
• CAny natural person over the age of 18, regardless of educational or professional backgrou…
• DOnly a corporate body licensed by the Registrar of Companies.

Under Section 212 of the Companies Act, 2019 (Act 992), which of the following is a statutory duty of the Company Secretary?

• AMaintaining the statutory registers, recording meeting minutes, and ensuring statutory fo…
• BMaking final executive decisions on the purchase of company real estate.
• CSigning the company's financial statements in place of the directors.
• DProviding legal representation for the company in civil litigation.

Under Section 213 of the Companies Act, 2019 (Act 992), what is the restriction on a person acting in a dual capacity as both director and company secretary?

• AAn act required to be done by both a director and the secretary cannot be done by the sam…
• BA person cannot legally hold both offices at the same time in any company.
• CThe person cannot receive remuneration for more than one of the offices.
• DThe company must double its minimum stated capital if a director acts as secretary.

Within what period must a company hold its first Annual General Meeting (AGM) after incorporation under the Companies Act, 2019 (Act 992)?

• AWithin 18 months
• BWithin 12 months
• CWithin 6 months
• DWithin 24 months

What is the minimum voting shareholding required for members of a company to requisition an Extraordinary General Meeting (EGM) under Act 992?

• ANot less than 10% of the total voting rights of all members.
• BNot less than 5% of the total voting rights.
• CNot less than 25% of the total voting rights.
• DNot less than 50% of the total voting rights.

Under the Companies Act, 2019 (Act 992), what is the default minimum notice period required for calling an Annual General Meeting (AGM)?

• A21 days' written notice
• B14 days' written notice
• C7 days' written notice
• D28 days' written notice

What notice period is required for an Extraordinary General Meeting (EGM) at which a special resolution is to be proposed under Ghanaian company law?

• A21 days' written notice
• B14 days' written notice
• C28 days' written notice
• D7 days' written notice

Unless the constitution provides otherwise, what is the default quorum for a general meeting of a company under the Companies Act, 2019 (Act 992)?

• AAt least two members present in person or by proxy (or one member present holding more th…
• BAt least five members present in person.
• CA simple majority of all shareholders present in person.
• DOne member present in person representing exactly 50% of the shares.

What is the statutory requirement to pass a 'special resolution' in a general meeting under the Companies Act, 2019 (Act 992)?

• AA majority of not less than 75% of the votes cast by members entitled to vote.
• BA simple majority (more than 50%) of the votes cast.
• CA unanimous vote of all members present.
• DA majority of 66% of all members on the register.

Which of the following is true regarding written resolutions of a private company under the Companies Act, 2019 (Act 992)?

• AA written resolution is valid if signed by all members who would be entitled to vote at a…
• BWritten resolutions are strictly prohibited; all decisions must be taken in physical meet…
• CA written resolution only requires a simple majority of signatures to be valid.
• DWritten resolutions must be registered with the court to take effect.

What notice is required for convening a meeting of the Board of Directors of a company in Ghana under Act 992?

• AReasonable notice must be given to every director who is in Ghana.
• BAt least 14 days' written notice must be given.
• CAt least 21 days' written notice is required.
• DNo notice is required; meetings can be held at any time without warning.

Which of the following persons is disqualified from being appointed as an auditor of a company in Ghana?

• AAn officer or employee of the company or of an associated company.
• BA person who is not a shareholder of the company.
• CA person who has less than 10 years of audit experience.
• DA legal practitioner who does not practice corporate law.

Under the Companies Act, 2019 (Act 992), what is the statutory requirement regarding the par value of shares issued by a company in Ghana?

• AAll shares must be issued as shares of no par value.
• BShares can have a par value if authorized by the constitution.
• COnly public companies can issue shares of no par value.
• DAll shares must have a minimum par value of 1 GHS.

Who has the primary authority to allot new shares in a company under the Companies Act, 2019 (Act 992)?

• AThe Board of Directors, provided they are authorized by the company's constitution or an…
• BThe Company Secretary, at their sole discretion.
• CThe Registrar of Companies, upon application.
• DThe Managing Director, without needing board or shareholder approval.

Within what period must a company file a return of allotment of shares with the Registrar of Companies under Act 992?

• AWithin 28 days of the allotment
• BWithin 14 days of the allotment
• CWithin 7 days of the allotment
• DWithin 45 days of the allotment

Under the Companies Act, 2019 (Act 992), within what period after an allotment or transfer of shares must the company prepare and deliver the share certificates to the member?

• AWithin 2 months
• BWithin 1 month
• CWithin 14 days
• DWithin 6 months

Which of the following is a characteristic feature of preference shares under Ghanaian company law?

• AThey carry preferential rights regarding dividends and return of capital, but typically c…
• BThey always carry double the voting rights of ordinary shares.
• CThey cannot be cumulative or participating.
• DThey must be issued with a fixed par value.

Under the Companies Act, 2019 (Act 992), which of the following is true regarding equity shares?

• AAny share that is not a preference share is classified as an equity share.
• BEquity shares must always be non-voting.
• CEquity shares are guaranteed a fixed rate of dividend.
• DEquity shares can only be held by the founders of the company.

What is the primary purpose of the capital maintenance doctrine under Ghanaian company law?

• ATo protect the company's creditors by ensuring that the share capital is not returned to…
• BTo guarantee that directors receive their salaries before any profits are paid to credito…
• CTo ensure that the company maintains a physical safe containing cash at its registered of…
• DTo force the company to reinvest 100% of its profits back into the business.

Under the Companies Act, 2019 (Act 992), out of which of the following funds may a company lawfully pay dividends to its shareholders?

• AOut of profits (retained earnings) only, and subject to passing the solvency test.
• BOut of the company's stated capital.
• COut of funds borrowed from banks specifically for dividends.
• DOut of the share premium account.