companies formed in Ghana, whether before or after the commencement of this (1) The provisions of Chapter III of this Code shall apply to private companies. Pursuant to Section 24 of the Companies Code, (Act ) the winding up such amount as may be required not exceeding One Thousand Ghana Cedis. COMPANIES CODE ACT (Act ) (Excerpts). (GHANA). Arrangement of sections. 8. Right to form company. 9. Types of company. Companies limited .
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on such act or thing who is not shown to have been actually aware, at the time when he so relied thereon, that such act or thing was not within the powers of the . Companies Code , Act (As amended) Country, Ghana or API link, thtonmonnixilon.tk%/COMPANIES%thtonmonnixilon.tk 1) The name of the Company is HFC BANK (GHANA) LIMITED 3) Pursuant to section 24 of the Companies Code, (Act ) the Company has.
Provided that nothing herein contained shall prejudice any power of the company to register any person to whom the right to any shares or debentures has been transmitted by operation of law. Provided that if any restriction is imposed on the right to transfer any debenture.
Section Restrictions on Transferability of Debentures 1 Except as expressly provided in the terms of any debentures. Section Registration of Transfers 1 Subject to sections 99 and of this Code. Section Transmission of Shares or Debentures by Operation of Law 1 In the case of the death of a shareholder or debentureholder the survivor or survivors where the deceased was a joint holder. Provided that the company shall have the same right.
Provided that the company may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share or debenture and if the notice is not complied with within ninety days.
Section Protection of Beneficiaries 1 Any person claiming to be interested in any shares or debentures or the dividends or interest thereon may protect his interest by serving on the company concerned copies of a notice and affidavit in accordance with the provisions of Order 46 rules 4 to 12 of the Rules of the High Court.
Section Certification of Transfers 1 When the holder of any shares or of debenture stock wishes to transfer to any person part only of the shares or stock represented by one or more certificates. Section Company's Lien on Shares 1 A company may. Section Regulations as to Branch Registers 1 A branch register shall be deemed to be a part of the company's register of members or debentureholders. Section Stamp Duties in Case of Securities Registered in Branch Registers An instrument of transfer of a share or debenture registered in a branch register.
Section Charges on Property Acquired 1 When a company acquires any property which is subject to a charge of such kind that particulars of it would. Provided a additional stamp duty is that. Section Duty of Company to Deliver Particulars for Registration 1 It shall be the duty of the company to send to the Registrar for registration the particulars required to be sent under sections to of this Code.
Section Existing Charges 1 Where. Section Endorsement of registration on Debentures of a Series 1 A company shall cause to be endorsed on every debenture. Provided that nothing in this subsection contained shall be construed as requiring to be so endorsed any debenture or certificate or debenture stock issued by the company before the charge was created or before the commencement of this Code. Section Copies of Charges to be Kept by Company. Section Registration of Enforcement of Security 1 If any person obtains an order for the appointment of a receiver of any of the property of a company.
Section 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 the provisions of section 27 of this Code. Section Registration Consituting Notice The registration of any particulars under the foregoing sections in this Part of this Code shall constitute actual notice of such particulars.
Part M—Registered Office. Sundays and public holidays shall be allowed for inspection.
Provided that in the case of a series of uniform debentures. Section Publication of Name of Company 1 Every company shall.
Section Keeping of Books of Accounts 1 Every company shall cause to be kept proper books of accounts with respect to its financial position and changes therein.
Provided a that in a company the need year not make of a its return under this section. Section Annual Return Third Sch. Section Circulation of Profit and Loss Account. Balance Sheet and R 1 The directors of every company shall. Provided that this subsection shall not require a copy of such documents to be sent to a member or debentureholder of whose address the company is unaware. Section Balance Sheet 1 The balance sheet referred to in paragraph a of subsection 1 of section of this Code 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 to and Part II of the Fourth Schedule to this Code.
Part I. Section Profit and Loss Account 1 The profit and loss account referred to in paragraph a of subsection 1 of section of this Code shall. Fourth Sch. Section Group Accounts 1 The provisions of this section shall apply where. Part III. Provided that it shall not be necessary to include a pension paid or receivable under a pension scheme which is such that the contributions thereunder are substantially adequate for the maintenance of the scheme.
Provided that any sums paid in advance of the financial year to which they are expressed to relate shall be shown in the accounts for the financial year in which they are paid. Section Particulars of Amounts due from Officers 1 In a note to the accounts of a company there shall, subject to the provisions of this section, be separately shown, a the aggregate amount of all sums due to the company or any associated company at the end of the company's financial year from any officers of the company or any associated company; b the maximum amount of all sums due to the company and any associated companies at any time during the company's financial year from any officers of the company or any associated company.
Provided that paragraphs b and c of this subsection shall not include in either case a loan made by a company under a guarantee from or on security provided by any associated company. Provided that it shall not be necessary for any person to give written notice of loans. Section Signing and Publication of Accounts 1 A company shall not issue. Section Directors' Report 1 The report of the directors referred to in paragraph b of subsection 1 of section of this Code shall consist of a report by the directors on the state of the company's affairs and.
Section Appointment and Remuneration of Auditors 1 No person shall be appointed as auditor of a company unless. Section Auditors' Report Fifth Sch.
Section Removal of Auditors 1 A resolution to remove any auditor or to appoint any other person in his place shall not be effective unless. Provided a if it that is the company by the need company not less send than or circulate days before such the statement. Section Duties and Powers of Auditors 1 The auditors of a company while acting in performance of their duties under this Code shall not be deemed to be officers or agents of the company.
Section Division of Power between General Meeting and Board of Directors 1 A company shall act through its members in general meeting or its board of directors or through officers or agents.
Section Acts of the Company Any act of the members in general meeting. Section Presumption of Regularity Any person having dealings with a company or with someone deriving title under the company shall be entitled to make the following assumptions. Section 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.
Section Form of Contracts Contracts on behalf of a company may be made. Section Execution of Deeds Abroad 1 A company may. Section Bills of Exchange and Promissory Notes 1 A bill of exchange or promissory note shall be deemed to have been made. Section Official Seal for Use Abroad 1 A company whose objects require or comprise the transaction of business in countries other than Ghana may. Section Annual General Meetings 1 Except as provided in subsection 3 of this section.
Section Place of Meetings Unless the company's Regulations otherwise provide. Section Length of Notice of Meetings 1 Meetings. Section Extraordinary General Meetings 1 Extraordinary general meetings may be convened by the directors whenever they think fit. Section Contents of Notice 1 The notice of a meeting shall specify the place. Provided that where any members are entitled to vote only on some resolutions to be moved at the meeting and not on others. Section Accidental Failure to Give Notice The accidental omission to give notice of a meeting to.
Section Service of Notice 1 Notice may be given by the company to any member or director either personally or by sending it through the post addressed to him at his registered address. Section Persons Entitled to Notice The a following persons shall be entitled to every receive notice of general meetings. Provided that if. Section General Provisions Affecting Sections and 1 A company shall not be bound under either section or of this Code to circulate any resolution or statement if.
Section Circulation of Members Circulars 1 A company shall. Provided that if the proposed resolution is not passed at that meeting the same resolution or one substantially to the same effect shall not be moved at any general meeting within three years thereafter.
Section Attendance at Meetings Notwithstanding any contrary provision in the company's Regulations the following persons shall be entitled to attend any general meeting of the company. Section Quorums 1 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to discuss that business. Provided that where any members present are entitled to vote only on some resolutions and not on others such members shall be counted towards a quorum in respect of the former resolutions but not in respect of the latter.
Section Power of Court to Order Meeting 1 If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of that company may be called.
Provided that unless the company's Regulations shall otherwise provide. Section Proxies 1 Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person. Provided that a vote given in accordance with the terms of an instrument of proxy may be treated by the company as valid notwithstanding the termination or revocation of the appointment so long as no intimation in writing of the termination or revocation or of the events causing the same shall have been received by the company.
Provided that any provision contained in a company's Regulations shall be void in so far as it would have the effect of requiring the documents herein referred to. Section Obtaining Proxies by Misrepresentation 1 The vote of a proxy shall not be rejected at a meeting on the ground that the appointment of a proxy was obtained by mis-representation. Section Chairman of meetings 1 Unless otherwise provided in the company's Regulations.
Section Adjournments 1 The chairman may. Section Types of Resolution 1 A resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such members of the company as.
Provided that any provision contained in the company's Regulations shall be void in so far as it would have the effect. Section Procedure on Voting 1 Unless the company's Regulations shall otherwise provide. Section Date of Passing of Resolution 1 Where a resolution is passed at an adjourned meeting. Section Voting by Joint Holders In the case of joint holders the vote of the senior who tenders a vote. Section Written Resolutions 1 Except as provided in subsection 3 of this section.
Section Registration of Copies of Certain Resolutions 1 A certified true copy of every special resolution of a general meeting or of a class of members and of every 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. Provided that the company's Regulations may provide for a larger. Section Application of Sections to to Class Meetings 1 Sections to of this Code shall apply to meetings of any class of members in like manner as they apply to general meetings of companies.
Section Minutes of General Meetings 1 Every company shall cause minutes of all proceedings of general meetings and meetings of any class of members to be entered in a book or books kept for the purpose.
Section Meaning of "Directors" 1 For the purposes of this Code the expression "directors" means those persons. Section Inspection of Minute Books 1 The books containing the minutes of proceedings of every general meeting or class meeting of a company held after the commencement of this Code.
Section Appointment of Directors 1 No person shall be appointed a director of a company unless he shall prior to such appointment. Provided that nothing in this subsection contained shall be deemed to derogate from the duties or liabilities of the duly appointed directors. Section Number of Directors 1 Every company incorporated after the commencement of this Code shall have at least two directors. Provided a in exercising their power to fill such vacancy the directors shall observe the rules laid down in sections and of this Code and shall not appoint any person to be a director unless they have taken reasonable steps to satisfy themselves that he is a person of integrity and suitable to be a director of the company.
Section Competence of Directors 1 The following persons shall not be competent to be appointed or to act as directors of a company. Section Removal of Directors 1 Subject to the provisions of section of this Code and to the following subsections. Provided that if the company amends its Regulations so as to introduce or increase the requirement of a share qualification every director holding office at the date of such alteration shall have two months thereafter to obtain his qualification and shall not vacate office under this section unless he fails to do so.
Section Vacation of Officers of Directors 1 The office of director shall be vacated if the director becomes incompetent to act as a director by virtue of the provisions of section of this Code.
Provided that if after notice of the intention to move the resolution is given to the company. Section Substitute Directors 1 Unless the company's Regulations otherwise provide. Section Alternate Directors 1 Unless prohibited by the Regulations a director may. Section Presence of Directors in Ghana 1 At least one director of every company shall at all times be present in Ghana. Section Secretary 1 Every company shall have a secretary and if any company shall carry on business for more than six months without a secretary the company and every officer of the company who is in default shall be liable to a fine not exceeding five pounds for each day that the company continues to carry on.
Section Avoidance of Acts in Dual Capacity as Drectors 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 its being done by or to the same person acting both as director and as. Section Executive Directors Unless the company's Regulations shall otherwise provide.
Provided that where the Regulations of an existing company contain any provision fixing the fees payable to the directors such provision shall continue in operation and have effect until the date of the first annual general meeting of the company held next after the commencement of this Code.
Section Remuneration of Directors 1 Subject as hereinafter provided in this section. Provided that where any director holds any such office or place of profit under an appointment made prior to the sixth day of April.
Section Register of Directors and Secretary 1 Every company shall keep at its registered office a register of its directors including substitute directors appointed in accordance with section of this Code but excluding alternate directors appointed in accordance with section of this Code.
Section Prohibition of Tax-free Payments 1 It shall not be lawful for a company to pay a director or secretary of the company remuneration free of income tax or otherwise calculated by reference to or varying with the amount of his income tax except under a contract which was in force prior to the sixth day of April. Provided that when 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.
Section Prohibition of Assignment of Officers A provision in the Regulations of any company or in any agreement purporting to empower a director or other officer to assign his office to another person and any purported assignment of the office shall be void. Section Proceedings of Directors Subject to any contrary provisions in the Regulations.
Section Publication of Names and Directors 1 Every company shall in all trade circulars and business letters on or in which the company's name appears state in legible characters with respect to every director.
Section Minutes of Directors' Meetings 1 Every company shall cause minutes of all proceedings of meetings of its directors and any committee of directors to be entered in a book or books kept for the purpose. Section Limitations on the Powers of the Directors 1 Notwithstanding subsection 3 of section of this Code or any provision in the company's Regulations. Section 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 any transaction with it or on its behalf.
Section Exercise of Directors' Powers The directors shall not. Section Conflicts of Duty and Interest. Provided that a resolution of the company ratifying a transaction or series of related transactions which has already taken place shall not be effective for the purposes of such subsection unless it was passed not later than fifteen months after the date when the transaction or first of such transactions took place.
Section Contracts in which Directors are Interested 1 Unless otherwise provided in the company's Regulations. Notwithstanding any provision in the company's Regulations. Section Consent of Company 1 For the purposes of section of this Code the company shall not be deemed to have consented unless. Section Civil Liabilities for Breach of Duty If a director commits any breach of his duties under sections to of this Code.
Section Legal Proceedings to Enforce Liabilities 1 Proceedings to enforce the liabilities referred to in the immediately preceding section or to restrain a threatened breach of any duty under sections to of this Code or to recover from any director of the company any property of the company may be instituted by the company or by any member of the company.
Section Payments to Directors for Loss of Office or on Transfer of the Company's Undertaking 1 It shall not be lawful for a company to make to any director or former director of the company or any associated company any payment by way of compensation for loss of any office in the company or any associated company, or as consideration for or in connection with his retirement from office, without particulars with respect to the proposed payment, including the amount thereof, 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 of this Code.
Section Payments to Directors in Connection with Takeover Bids 1 Where an offer is made for the acquisition of any shares of a company on the terms that the same is available for acceptance, a by all the shareholders of the company or by all the holders of shares of the class to which the offer relates, or. Section Provisions Supplements to Section and 1 For the purposes of sections and of this Code and of this section the expression "payment" includes any benefit or advantage whether in cash or in kind.
Provided that the register need not include shares in any body corporate which is the wholly owned subsidiary of another body corporate. Section Register of Directors' Holdings 1 Every company shall keep a register showing. Section Injunction or Declaration in the Event of Illegal or Irregular Activity 1 The Court on the application of any member may by injunction restrain the company from doing any act or entering into any transaction which is illegal or beyond the power or capacity of the company or which infringes any provision of its Regulations.
Section Remedy Against Oppression 1 Any member or debentureholder of a company or. Section Enquiriees by the Registrar 1 In order to ensure that the provisions of sections to of this Code relating to the maintenance and auditing of accounts are being duly complied with the Registrar may by written order call on any company to produce for his inspection all or any of the books of the company.
Section 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 thereon to the Registrar in such manner as the Registrar shall direct if the company by special resolution declares that its affairs ought to be investigated by an inspector appointed by the Registrar.
Company & Commercial Procedure
Section Power to Carry Investigation into the Affairs of Associated Companies If an inspector appointed under either of the two last foregoing sections to investigate the affairs of a company thinks it necessary for the purposes of his investigation to investigate also the affairs to any. Section 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 thereon to the Registrar in such manner as the Court directs.
Section Production of Documents and Evidence 1 It shall be the duty of all officers and agents of the company and of all officers and agents of any other body corporate whose affairs are investigated by virtue of the immediately preceding section to produce to the inspectors all books and documents of or relating to the company or.
Section Inspectors' Report 1 The inspectors may. Section Proceedings after Investigations If as a result of any information obtained in accordance with section of this Code or as a result of any report made under the immediately preceding section. Section Expenses of Investigtions 1 The expenses of. Section Saving for Legal Practitioners and Bankers. Section Arrangement and Amalgamation by sale of Undertaking for Securities to be Distributed 1 With a view to effecting any arrangement or amalgamation.
Nothing in section to of this Code shall require disclosure to the Registrar or to any inspector appointed by him. Provided a to that download nothing its shares herein except contained in accordance shall authorise to any 64 company. Section Arrangement or Amalgamation with Court Approval 1 Where any arrangement or amalgamation is proposed. Section Powers of the Court for Facilitating Arrangements or Amalgmations 1 Where an application is made to the Court under the last foregoing section and it is shown to the Court that under the arrangement or amalgamation the whole or any part of the undertaking or assets of any company.
Section Information as to Arrangments and Amalgamations 1 Where any notice of any resolution to approve an arrangement or amalgamation under section or of this Code is sent to members or creditors of any company. Section Disqualification for Appointment as Receiver 1 The following persons shall not be competent to be appointed or to act as receivers or managers of any property or undertaking of a company.
Section Powers of Receivers and Managers 1 A person appointed receiver of any property of a company shall.
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Section Power to Appoint Official Trustee Where application is made to the Court to appoint a receiver or manager on behalf of secured creditors or debentureholders of a company which is being wound up under the provisions of the Bodies Corporate Official Liquidations Act.
Section Receivers and Managers Appointed Out of Court 1 A receiver or manager of any property or undertaking of a company appointed out of Court under a power contained in any instrument shall. Section Receivers and Managers Appointed by Court A receiver or manager of any property or 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.
Section Liabilities of Receivers and Managers of Contracts 1 A receiver or manager of any property or undertaking of a company shall be personally liable on any contract entered into by him except in so far as the contract otherwise expressly provides. Section Notification that Receiver or Manager has been Appointed 1 Where a receiver or manager of any property or undertaking of a company has been appointed.
Section Accounts where Manager Appointed to Enforce a Floating Charge 1 Where a manager is appointed of the whole or substantially the whole of the undertaking of any company on behalf of the holders of any debentures secured by a floating charge the provisions of section 19 of the Bodies Corporate Official Liquidations Act. Section Delivery to Registrar of Accounts of Receivers. Provided that the power conferred by this paragraph shall not be exercised as respects any period before the making of the application for the order unless.
Section Enforcement of Receivers' Duties 1 If any receiver or manager of any property or undertaking of a company. Section Modes of Winding Up 1 The winding up of a company may be either. Section Procedure on Resolution for Liquidation 1 A company may be wound up by way of private liquidation if. Section Resolution for Appointment and Removal of Liquidator 1 The resolution for the private liquidation of a company shall include the appointment as liquidator of a person therein named.
Section Disqualification of Liquidator 1 The following persons shall not be competent to be appointed or to act as liquidators of a company under this Part of this Code. Provided that an auditor of a company shall not be appointed as liquidator in a private liquidation unless on his appointment special resolution is duly passed dispensing with the auditing of his.
Section Remuneration of Liquidator For the purposes of a private liquidation the company shall. Section Status of Liquidator A liquidator appointed for the purpose of a private liquidation shall be deemed to stand in a fiduciary relationship to the company as if he were a director of the company and accordingly the provisions of sections to of this Code shall. Section Powers of Liquidator 1 A liquidator in a private liquidation may exercise all the powers of the liquidator in an official winding up under the Bodies Corporate Official Liquidations Act.
Section Books and Acounts during Private Liquidation 1 The liquidator in a private liquidation shall keep proper records and books of account with respect to his acts and dealings and of the conduct of the winding up and of all receipts and payments by him and. Section Cessation of Directors' Powers On the appointment of a liquidator for the purposes of a private liquidation all the powers of the board of directors shall vest in the liquidator and the powers and authority of every director shall cease.
Provided that such audit and auditors' report shall not be required if. Provided that if a quorum was not present at the meeting the liquidator. Section Stay of Proceedings 1 At any time during the course of a private liquidation and prior to the dissolution of the company. Section Duty of Liquidator in Case of Insolvency 1 If in a private liquidation the liquidator is at any time of the opinion that the company may not be able to pay its debts in full within the period stated in the affidavit made under section of this Code.
Section Liquidation Account 1 The liquidator shall open an account. Section Dissolution of Companies 1 When the Registrar is satisfied that the winding up of the company is complete he shall strike the name of the company off the register and notify the same in the Gazette and the company shall thereupon be deemed to be dissolved as at the date of the publication of the notification in the Gazette. Section Service of Documents by Company.
Section Service of Documents on Company 1 A document may be served on a company by leaving it at. Section Books and Registers 1 Any register. Section Control of Public Invitations 1 a It to shall not be or lawful dispose for of any any person shares to make or any invitation of a to the public.
Provided that nothing in this subsection contained shall render unlawful the sale of any shares or debentures by or under the supervision of the Court. Section Meaning of "Invitations to the Public" 1 For the purposes of this Code an invitation shall be deemed to be made to the public if an offer or invitation to make an offer is. Section Offers for Sale deemed to be made by Company Where any company allots or agrees to allot any of its shares or debentures to any person with a view to the public being invited to acquire any of those shares or debentures.
Provided that the Court. Section Default in Complying with Conditions Constituting a Private Company If a private company makes default in complying with any of the conditions in its Regulations specified in subsection 3 of section 9 of this Code. Section Documents to be Annexed to the Annual Return of a Private Company 1 With the annual return required by section of this Code a private company shall send to the Registrar for registration.
Section Qualification of Auditors of Private Companies. Section Appointment and Removal of Directors of Private Companies 1 The appointment and removal of directors of a private company shall. Section Statement in Lieu of Prospectus 1 A public company shall. Provided a that any this subsection shall limited not by apply to.
Section Conversion of Private Company to Public Company 1 A private company shall be converted into a public company if it shall alter its Regulations in such a manner that they no longer include all the provisions which. Sixth Sch. Seventh b unless the company is a company limited by guarantee. Provided that this subsection shall not prohibit the issue to the subscribers of the Regulations of the number of shares for which each has subscribed. Provided that this subsection shall not apply to any existing company which.
Seventh Sch. Provided that an allottee shall not be entitled to rescission under this subsection unless he claims to rescind with reasonable promptitude after discovering that an untrue statement or omission was made. Section Prospectus on Invitations to the Public to Acquire or Dispose of Securities 1 Notwithstanding section of this Code it shall be lawful to make an invitation to the public to acquire or dispose of any shares or debentures of a public company if.
Provided subsection a an invitation by a company in respect of shares or debentures of that company or any of its associated companies made solely to the existing shareholders or debentureholders of that company.
Section Expert's Consent 1 If any prospectus relating to an invitation to the public in respect of any shares or debentures of a public company. Section Certificates of Exemption Seventh Sch. Provided that if a copy or translation of any such document has already been delivered by the company to the Registrar for registration.
Section Registration of Prospectuses 1 Every prospectus delivered to the Registrar for registration pursuant to section of this Code shall be delivered in triplicate. Section Waiting Period 1 For the purpose of this Code the expression "the waiting period" means a period of ten days after the first publication of a registered prospectus or such longer period as may be stated in the prospectus as the period prior to the expiration of which applications.
Section Meaning of "Approved Stock Exchange" and "Expemted Dealer" 1 For the purposes of this Code "approved Stock exchange" means a body corporate approved as a stock exchange under section 25 of the Securities Industry Law.
The Registrar has not checked and will not check the accuracy of any statements made and accepts no responsibility therefor or for the financial soundness of the company or the value of the securities concerned". Provided that nothing in this subsection shall invalidate any bona fide underwriting agreement in respect of any such shares or debentures.
Section Withdrawal of Applications after the Waiting Period Where a general invitation is made to the public in respect of any shares or debentures of a public company. Section Minimum Subscription 1 Where any public company makes a general invitation to the public to subscribe for any of its shares or debentures.
Provided that a director shall not be liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part. Section Civil Remedy for Mis-statements or Omissions in a Prospectus 1 Where a prospectus published in connection with any general or restricted invitation to the public in respect of any shares or debentures of a public company contains any untrue statement or omits to state any of the particulars or to set out any of the reports which.
Section Application of Sections to Section Voting Rights of Shares Offered to the Public 1 No invitation shall be made to the public to acquire any shares in a public company unless the voting rights attached to all the shares of the company.
Section Recission for Mis-statements in a Prospectus 1 If any person acquires any shares or debentures of a public company from that company or disposes of any shares or debentures of a public company to that company as a result of an untrue statement of a material fact made.
Companies Act: Section 1-Commencement
Section Public Invitations to Deposit Money with Public Companies 1 Notwithstanding section of this Code it shall be lawful to make an invitation to the public to deposit money with a public company if. Section Criminal Liability for Mis-statements 1 Where a prospectus. Accidental failure to give notice. General provisions affecting sections and Attendance at meetings.
Power of Court to order meeting. Obtaining proxies by misrepresentation. Representation of corporations at meetings. Chairman of meetings. Types of resolution.
Procedure on voting. Voting by joint holders. Votes by persons of unsound mind. Date of passing of resolutions. Written resolutions. Application of sections to to class meetings. Registration of copies of certain resolutions. Minutes of general meetings. Inspection of minute book.
PART Q Number of directors. Appointment of directors. Competence of directors. Vacation of office of director. Removal of directors. Restraining fraudulent persons from managing companies. Substitute directors. Alternate directors. Presence of directors in Ghana. Avoidance of acts in dual capacity as director and secretary. Executive directors. Managing directors. Remuneration of directors. Prohibition of tax-free payments.
Register of directors and secretary. Registration of particulars of directors and secretaries. Publication of names of directors. Prohibition of assignment of offices. Proceedings of directors. Limitations on the powers of the directors. Duties of directors. Conflicts of duty and interest. Contracts in which directors are interested. Directors acting professionally. Civil liabilities for breach of duty.
Legal proceedings to enforce liabilities. Payments to directors in connection with take-over bids.
Provisions supplemental to sections and General saving of existing law relating to officers. PART R Protection against Illegal or Oppressive Action Injunction or declaration in the event of illegal or irregular activity.
Remedy against oppression. Enquiries by the Registrar. Appointment of inspector under order of the Court. Appointment of inspector on special resolution of the company.
Power to carry investigation into the affairs of associated companies. Production of documents and evidence. Proceedings after investigation. Expenses of investigations.
Companies Code 1963, Act 179 (As amended)
Power to require information as to persons interested in shares or debentures. Saving for legal practitioners and bankers. PART S Arrangement or amalgamation by sale of undertaking for securities to be distributed. Arrangement or amalgamation with Court approval. Powers of the Court for facilitating arrangements or amalgamations. Information as to arrangements and amalgamations. Power to acquire shares of minority on acquisition of subsidiary company. Rights of minority on acquisition of subsidiary company.
PART T Receivers and Managers Disqualification for appointment as receiver. Power to appoint Official Trustee. Powers of receivers and managers. Receivers and managers appointed by Court. Receivers and managers appointed out of Court. Liabilities of receivers and managers on contracts.
Notification that receiver or manager has been appointed. Accounts where manager appointed to enforce a floating charge. Delivery to Registrar of accounts of receivers. Modes of winding up. Declaration of solvency. Procedure on resolution for liquidation. Statement and accounts of final financial year. Resolution for appointment and removal of liquidator. Remuneration of liquidator.
Disqualification of liquidator. Status of liquidator. Powers of liquidator. Books and accounts during private liquidation. Liquidation account. Duty of liquidator in case of insolvency. Stay of proceedings. Dissolution of companies. Dissolution without full winding up. PART V Documents Service of documents by company. Service of documents on company. Books and registers. PART W Invitations to the Public Control of public invitations.
Offers for sale deemed to be made by the company. Additional Provisions Applicable to Private Companies Only Default in complying with conditions constituting a private company. Documents to be annexed to the annual return of a private company. Qualification of auditors of private companies. Requisitioning extraordinary general meetings of a private company. Appointment and removal of directors of private companies.
Conversion of private company to public company. Prospectuses and Statements in lieu of Prospectus Statement in lieu of prospectus. Prospectus on invitation to the public to acquire or dispose of securities. General and restricted invitations to the public. Certificates of exemption.
Registration of prospectuses. Waiting period.
Withdrawal of applications after the waiting period. Invitations in respect of securities to be dealt in on a stock exchange. Minimum subscription. Application of sections to and to to authorised mutual funds. Civil remedy for mis-statements or omissions in a prospectus. Rescission for mis-statements in a prospectus. Voting rights of shares offered to the public. Public invitations to deposit money with public companies.
Criminal liability for mis-statements. Dividends and Transfers Limitation on liability of shareholders in public companies to restore illegal dividends. Interim dividends. Restrictions on the transferability of securities of public companies. PART C Annual Returns and Auditors Documents to be annexed to the annual return of a public company. Qualification of auditors of public company.
General Meetings Extra-ordinary general meetings of public companies. Directors Rotation of directors of a public company. Voting for directors of a public company. Cumulative voting for directors of a public company. Prohibition of loans by public companies to directors. Documents to be delivered to Registrar by external company.
Returns required on alteration of registered particulars. Service on external company. Accounts of external company. Obligation to state name, etc. Publication of names of local managers. Registration of particulars of charges.
Notification of winding up of external company. Cessation of business of external company. Penalties and disabilities. Control of public invitations relating to external companies. Control of public invitations relating to other non-Ghanaian companies. Application of sections and to external and non-Ghanaian companies. Unit trusts. Mutual funds. Miscellaneous Offences Inducing persons to invest.
Penalty for false statements. Publication of misleading statements regarding shares or capital. Representative actions. Costs in actions by limited companies. Contribution between joint wrongdoers. Power to grant relief. Registrar of Companies. Documents to be translated. Registration of documents. Prescribed forms. Inspection, copies and evidence of registered documents. Authentication of documents issued by Registrar or Minister.
Enforcement of duty to make returns. Periodical reports by Registrar.
Extension to unregistered companies. Commencement Spent. 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. Application of Act Spent. Application of particular chapters of the Act 1 Chapter III applies to private companies but not to public companies.
Prohibition of partnerships exceeding twenty members A company, association or partnership consisting of more than twenty persons shall not be formed for the purpose of carrying on a business that has for its object the acquisition of gain by the company, association or partnership, or by its individual members, unless it is registered as a company under this Act or is formed in pursuance of any other enactment for the time being in force.Signing and publication of accounts.
Saksham Pahuja. Section Registration Consituting Notice The registration of any particulars under the foregoing sections in this Part of this Code shall constitute actual notice of such particulars.
Sector-specific laws may also require directors to disclose conflict situations to the company. Fees and other remuneration payable to directors, in their capacity as directors, may only be determined by the ordinary resolution of members.
Again, there is no mechanism in place to verify the identity or owners of companies for purposes of fighting corruption, money laundering and terrorism financing.
Share deals account. Provided that a resolution of the company ratifying a transaction or series of related transactions which has already taken place shall not be effective for the purposes of such subsection unless it was passed not later than fifteen months after the date when the transaction or first of such transactions took place. Directors must, therefore, ensure that they have proper oversight over their delegated responsibilities.
Others while not duly appointed directors, maybe charged with the duties and liabilities of the director if a they want to be directors.
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