UNIVERSITY OF GHANA

(All rights reserved)

DEPARTMENT OF ORGANIZATION AND HUMAN RESOURCES MANAGEMENT

COLLEGE OF HUMANITIES
1st SEMESTER 2022/2023 ACADEMIC YEAR

COURSE SYLLABUS

Course Code and Title: UGBS 401 Company Law

Credits: 3

Lecture Period(s) and Venue:

Prerequisites: (if applicable)
Course Instructor(s)

· Name: Dr. Alexander Amankwaa

· Office Location; 4th Floor of Old Graduate Block Main Campus
· Office Hours: Tuesday 3-5pm, Friday 3-5pm
· E-mail:aamankwaa@ug.edu.gh

Teaching Assistant (where applicable)

Introduction/Subject or Course Overview

Central to business operations in every economy is the entity through which business activities are undertaken. A
firm appreciation of the entities provides guidance on the appropriate entity to employ. Companies play a vital role
in the socio-economic activities of every nation. Knowing what constitutes a company, which distinguishes it from
other entities of business is therefore paramount.

Course Objective/Goals:
This course seeks to introduce students to the core concepts of corporate entity, the attendant rights and
obligations associated therewith, as well as the regulatory framework within which companies operate and how
companies can be brought to an end either by the voluntary option of its members or the action of external
interested parties.
By the end of the semester, students should be able to
1. Identify what a company is and hiow different it is from other business entities such as sole propritorship and
partnership
2. Identify types of companies recognised by the companies Act

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3. Appreciate organs of a company
4. Examine the financing of a company as well its liquidation

Learning Outcomes
The course is a one-semester academic programme. By the end of the semester, students should be able to
1. Exolain the concept of a company and its implication
2. Distinguisn a company from other business entities such as sole proprietorship and partnership
3. Indicate various types of companies under the companies Act 2019
4. Identify the various organs of a company
5. Describe how a company finances itself
6. Explain the concept of liquidation

Course Delivery (optional):

The mode of delivery is lectures and tutorials.

Plagiarism policy
Plagiarism in any form is unacceptable and shall be treated as a serious offence. Appropriate sanctions, as
stipulated in the Plagiarism Policy, will be applied when students are found to have violated the Plagiarism policy.
The policy is available at http://www.ug.edu.gh/aqau/policies-guidelines. ALL students are expected to familiarize
themselves with the contents of the Policy.

Assessment and Grading (as applicable)

Mid-Semester Test/Interim Assessment 30 %
Final Exam 70 %

Grading Scale:
Refer to Undergraduate Handbook.

Reading List /Required Text (As Applicable)

Recommended or essential readings
Textbook
1. Philip Ebow Bondzi Simpson, Company Law In Ghana (2nd edition)(Accra, Avant Associates Ltd, 2009)

Constitutional Law

1. Constitution of the Republic of Ghana, 1992

Statute Law & Policy

1. Companies Act, 1963 (Act 179)
2. Incorporated Private Partnership Act, 1962 (Act 152)
3. Registration of Business Names Act, 1962 (Act 151)
4. Ghana Investment Promotion Centre Act, 2013 (Act 865)
5. Banks and Specialized Deposits-Taking Institutions Act, 2016 (Act 930)
6. National Corporate Social Responsibility Policy (NCSRP)

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Additional Readings
Selected Ghanaian Company Law Texts
1. Gower, L.C.B. Final Report into the Working and Administration of Company Law in Ghana (Accra,
Government Printer 1961)
2. Ghartey, Joe; Doing Business and Investing in Ghana; Legal and Institutional Framework (Accra, Janel
Publications Ltd 2004)
3. K. Adjei-Mensah, (2016) Principles of Business Law, Volume 2 (Presbyterian Press, Accra)
4. Kuenyehia, Elikem Nutifafa; Kuenyehia On Entrepreneurship (RDF Business Series, 2012)
5. Abrefa-Gyan, Kwame; Briefcase on Company Law For Professional and Tertiary Students (2nd Edition)
(Accra, Pentecost Press Ltd 2012)
6. Torkornoo, Gertrude (Ed); Business in Ghana, A Handbook on Laws and Regulations (2nd Edition)(Accra,
SLC Law Forum, 2003)
7. Addeah, Kwaku; Financial Services Laws of Ghana, Stakeholders Handbook (Accra, Waterville Publishing
House, Presbyterian Book Depot Ltd, 2010)
8. Ali-Nakyea, Abdallah; Taxation in Ghana Principles, Practice and Planning (3rd Edition) (Accra, Black
Mask Ltd, 2014)
9. Ali-Nakyea, Abdallah; Taxation in Ghana Principles, Practice and Planning (2nd Edition) (Accra, Black
Mask Ltd, 2008)

Selected English Company Law Texts

1. Davies, Paul L. Gower’s Principles of Modern Company Law (6th Ed)(London, Sweet & Maxwell, 1997)
2. Robert R. Pennington, Pennington’s Company Law (8th Edition)(London, Butterworths LexisNexis, 2001)
3. J. H. Farrar & B.M. Hannigan, Farrar’s Company Law (3rd Edition)(London, Butterworths, 1991)
4. Worthington, Sarah; Sealy & Worthington’s Text, Cases & Materials in Company Law (11th Edition)
(Oxford University Press, 2016)
5. Sealy, L S; Cases and Materials in Company Law (7th Edition) (Butterworths LexisNexis, 2001)
6. Moore, Marc; Routledge Student Statues, Company Law Statutes 2010-2011 (Oxon, Routledge, 2011)
7. Abbott, et al; Business Law (9th Edition)(Cengage Learning EMEA, 2013)
8. Abbott, et al; Business Law (8th Edition)(Cengage Learning EMEA, 2007)

Selected American Company Law Texts

1. Klein, William A. et al; Business Associations-Cases and Materials on Agency, Partnerships, and
Corporations (6th Ed) (New York, Foundation Press, 2006
2. Haas, Jeffrey J., Corporate Finance In A Nutshell (2nd Edition)(Thomson Reuters, 2011)
3. Kenneth W. Clarkson et al, Business Law Text and Cases, Legal, Ethical, Global, and E-Commerce
Environments, 11th Edition (South-Western Cengage Learning, 2009, 2006)
4. Constance E. Bagley and Diane W. Savage, Managers and Legal Environment, Strategies for the 21 st
Century (5th Edition)(Thomson West, 2006)

Articles

1. Agyebeng, William Kissi; Minority Rights in Corporate Governance in Ghana, The End of the Rule in Foss
v. Harbottle? in Henrietta J.A.N. Mensa-Bonsu et al (eds) Ghana Law Since Independene: History,
Development and Prospects (Collection of Essays to Commerorate the Golden Jubilee Anniversay of
Ghana’s Independence 6th March 1957-6th March 2007) (Accra, Faculty of Law, University of Ghana
Legon, 2007) at p.73

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 2. Torgbor-Mensah, Oboshie; The Anachronisms of Ghana’s Corporations Law and the Need for Reforming
the Law Regulating Corporate Change Transactions in Henrietta J.A.N. Mensa-Bonsu et al (eds) Ghana
Law Since Independene: History, Development and Prospects (Collection of Essays to Commerorate the
Golden Jubilee Anniversay of Ghana’s Independence 6th March 1957-6th March 2007) (Accra, Faculty of
Law, University of Ghana Legon, 2007) at p.47
3. Bondzi-Simpson, P.E. The Importance of Company Law 1 GSLJ 124 [2002]
4. Bondzi-Simpson, P.E. Some Problems of Company Administration in Ghana and Proposals for Reform 1
GSLJ 136 [2002]

General Reading
1. Chapman, Colin; How the Stock Markets Work (London, Random House Business Books, 2005)
2. Eversheds, Business Law in Africa OHADA and the Harmonization Process (London, Kogan Page Ltd,
2002)
5. Amankwah, Ebenezer; Ahead of the Game, Afare Donkor and Ghana’s Financial Renaissance (Accra,
Sedgewick Publishers, 2015)
6. Taylor, A.A.; Sam Jonah and the Remaking of Ashanti (Accra, Sub-Saharan Publishers 2006)
7. Tetteh, S. Kwami; Civil Procedure A Practical Approach (Accra, S. Kwami Tetteh, 2011)
8. A&C Black Publishers Ltd, Business, The Ultimate Resource, 3rd Revised Edition (A&C Black Publishers
Ltd, London, 2011).
9. John Sutton & Bennet Kpentey, An Enterprise Map of Ghana (International Growth Centre, 2012).
10. The State of the Ghanaian Economy in 2015. (Institute of Statistical, Social and Economic Research,
ISSER, 2016)
11. Ghana Social Development Outlook 2012. (Institute of Statistical, Social and Economic Research, ISSER,
2013)
12. Ghana Social Development Outlook 2014. (Institute of Statistical, Social and Economic Research, ISSER,
2014)
13. Asiedu-Mante, Emmanuel; Rural Banking in Ghana (Combert Impressions Ltd, 2011)
14. Agyekum, Francis K.; Monetary, Financial Institutions and Markets in Ghana; Theory and Application
(Advent Press, 2011)
15. Adjei, Joseph Kimos; Microfinance And Poverty Reduction, The Experience Of Ghana (Bold
Communications Ltd, 2010).
16. Roberts, Graham; Law Relating to Financial Services (4th Edition)(London, Financial World Publishing,
Chartered Institute of Bankers, 2001)
17. Hopkins, Michael; Corporate Social Responsibility and International Development; Is Business the
Solution? (London, Earthscan, 2007)
18. Jonker, Jan; & De Witte, Marco (Eds) Management Models for CorporateSocial Responsibility (New York,
Springer, 2006)
19. Zerk, Jennifer A.; Multinationals and Corporate Social Responsibility Limitations and Opportunities in
International Law (UK, Cambridge University Press, 2006)

Other Information
Class attendance is very key. Tutorial session may be scheduled with class .

Course Delivery Schedule

Week Topic Comments

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1 Introduction to Company Law Read generally Chapters 1 & 2 of
 What is Company Law? Philip Ebow Bondzi Simpson,
 Sources of Company Company Law In Ghana (2nd
Law edition)(Accra, Avant Associates Ltd,
 Definition of Company 2009)
 Features of a Company
2 Types Of Companies and Other Read generally Chapters 1 & 3 of
Business Entities Philip Ebow Bondzi Simpson,
 Private and Public Company Law In Ghana (2nd
Company edition)(Accra, Avant Associates Ltd,
 Limited and Unlimited 2009)
Liability Company
 Limited by Guarantee
 Partnership
 Sole
Proprietorship/Registered
Business Name.
3 Formation of a company Read generally Chapters 3, 5, 6 & 7
 Promoters of Philip Ebow Bondzi Simpson,
 Duties of the Promoters Company Law In Ghana (2nd
 Pre-incorporation edition)(Accra, Avant Associates Ltd,
Contracts 2009)
 Incorporation Procedure
 Regulations
 GIPC role
 Department of Social
Welfare role
4 The Concept of Corporate Read generally Chapters 4 & 8 of
Entity Philip Ebow Bondzi Simpson,
 The Corporate Veil Company Law In Ghana (2nd
 Capacity to contract. edition)(Accra, Avant Associates Ltd,
2009)
Corporate Social Responsibility
 Constitutional framework Generally on CSR discussion
 Statutory/Policy read articles 36(2), (3), (4), (9);
Framework and 41(g), (k) of the Constitution
of Ghana, 1992; and section
203(2) of Companies Act, 1963
(Act 179)

5 Organs of the Company- Read generally Chapters 9 & 10 of

Members Philip Ebow Bondzi Simpson,

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  Membership Company Law In Ghana (2nd
 Rights and Liabilities edition)(Accra, Avant Associates Ltd,
 Evidence of and 2009)
Cessation of membership
 Meetings: - AGM, EGM,
Quorum, Voting, Proxy
and Resolutions.
6 Organs of the Company- Read generally Chapter 11 of Philip
Directors Ebow Bondzi Simpson, Company
 Definition Law In Ghana (2nd edition)(Accra,
 Appointment Avant Associates Ltd, 2009)
 Types of Directors
 Duties
 Meetings
 Vacancy
 Breach and Remedies
7 Officers, Receivers and Read generally Chapters 12, 13 & 14
Managers of Philip Ebow Bondzi Simpson,
 Officers Company Law In Ghana (2nd
 Receivers edition)(Accra, Avant Associates Ltd,
2009)
Company Secretary
 Appointment of Company
Secretary and Roles

Auditor
 Appointment of Auditor
and Qualification
 Rights
 Duties
 Remuneration and
Termination

Interim Assessment
8 Corporate Finance-Shares Read generally Chapters 15 & 20 of
 Nature of shares Philip Ebow Bondzi Simpson,
 Types of shares Company Law In Ghana (2nd
 Payment of shares edition)(Accra, Avant Associates Ltd,
 Rights of equity 2009)
shareholders

Floating of Shares and

Prospectuses
 Invitation to the public

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  Prospectuse
9 Corporate Finance-Shares Read generally Chapters 16, & 17 of
 Prohibited transactions in Philip Ebow Bondzi Simpson,
Shares Company Law In Ghana (2nd
 Documents and Accounts edition)(Accra, Avant Associates Ltd,
relating to Shares 2009)
10 Corporate Finance-Debentures Read generally Chapter 18 of Philip
 Definition Ebow Bondzi Simpson, Company
 Differences between Law In Ghana (2nd edition)(Accra,
Debentures and Shares Avant Associates Ltd, 2009)
 Types of Debentures
 Charges and
Crystallization
11 Securities Market Regulation Read generally Chapter 21 of Philip
 Securities Ebow Bondzi Simpson, Company
 Securities Markets Law In Ghana (2nd edition)(Accra,
 Securities Regulations Avant Associates Ltd, 2009)
 Ghana Stock Exchange
 Securities and Exchange
Commission
12 Corporate Change Transactions Read generally Chapters 19 & 22 of
 Variation of class rights Philip Ebow Bondzi Simpson,
 Arrangements Company Law In Ghana (2nd
 Amalgamations edition)(Accra, Avant Associates Ltd,
2009)
Improprieties and Remedies
 The rule in Foss v
Harbottle
 Justification and
Exceptions
 Remedies
13 Liquidation Read generally Chapter 23 of Philip
 Definition Ebow Bondzi Simpson, Company
 Commencement and Law In Ghana (2nd edition)(Accra,
Effect Avant Associates Ltd, 2009)
 Private and Official
Liquidation
14 Revision

15-16 Examinations

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