UNVIVERSITY OF PROFESSIONAL STUDIES, ACCRA (UPSA), LEGON

FACULTY

FACULTY OF INFORMATION TECHNOLOGY AND COMMUNICATION STUDIES

DEPARTMENT OF PUBLIC RELATIONS MANAGEMENT

2015/2016 ACADEMIC YEAR 1ST SEMESTER

COMPANY AND PARTNERSHIP LAW (PBAC401)

COURSE OUTLINE

NAME OF LECTURER : ALBERT QUASHIGAH

COURSE SYNOPSIS

The Company and Partnership Law course is a one semester course, which is taught at level 400. It is a core course for students pursuing Accounting. The course is an introductory one. Consequently, students are taught the basic and general legal principles and rules that relate to key aspects of Company Law and Partnership Law.

COURSE OUTCOMES

At the end of the course, students will:

  • Define concepts and terms of partnership and company law.
  • Explain principles of partnership and company law.
  • Discuss concepts and principles of partnership and company law
  • Describe processes for registering partnerships and companies in Ghana
  • Apply principles, rules and concepts of partnership and company law.

COURSE CONTENT

PARTNERSHIP LAW

Meaning and registration of partnerships

  • Meaning and nature of a partnership
  • How to register a partnership in Ghana
  • Role of the Partners in the registration of partnerships
  • Role of the Registrar General in the registration of partnerships
  • The Certificate of Registration
  • Grounds on which the Registrar can lawfully refuse to register a partnership
  • The Partnership Agreement
  • Content of the Statement required to Register a Partnership
  • Consequences of the registration of a Partnership
  • Consequences of carrying out a business as a partnership without registration

RELATIONSHIP BETWEEN A FIRM AND ITS PARTNERS

  • Relationship of Agency
  • Fiduciary Relationship

POWER OF PARTNERS TO BIND THE FIRM

  • When does a partner’s acts bind the firm
  • Restriction on the power of a partner to bind the firm

RELATIONSHIP AMONG PARTNERS

  • Relationship between/among partners
  • Duty to disclose full information
  • Duty of account
  • Duty not to compete with the firm
  • Rules apply in the absence of a contrary agreement

LIABILITY OF THE FIRM AND ITS PARTNERS

  • Nature of the liability of the firm and partners
  • Right to indemnity and contribution
  • Liabilities of incoming and outgoing partners
  • Liability by holding out

NATURE OF PARTNERS’ INTEREST IN A FIRM

  • The right of a partner to assign his interest in the firm
  • The rights of assignees of the interest of a partner

TERMINATION OF MEMBERSHIP IN A FIRM

  • Termination of membership under Act 152
  • Termination of membership under the partnership agreement
  • Termination under an order of the High Court
  • Consequences of the termination of members in a firm.

COMPANY LAW

MEANING AND REGISTRATION/INCORPORATION OF COMPANIES

  • Meaning and nature of a company
  • Requirements for registration
  • The right to form companies in Ghana
  • The steps for forming companies in Ghana
  • The role of the Registrar General
  • The role of Promoters
  • The Certificate of incorporation
  • Consequences of incorporation

TYPES OF COMPANIES AND THEIR FUNCTIONS

  • Companies limited by shares
  • Companies limited by guarantee
  • Unlimited liability companies
  • Private and public companies

REGULATIONS

  • Nature and functions of companies Regulations
  • Legal effect of the registration of company Regulations
  • Relationship between Act 179 and a company’s Regulations
  • Alteration of Regulations
  • A company’s Regulations and third parties
  • The presumption of Regularity

PROMOTERS AND PRE – INCORPORATION

  • Meaning of a promoter
  • Relationship between promoters and company
  • Duties of promoters
  • Meaning and nature of pre – incorporation contracts
  • Effects of pre – incorporation contracts on company and promoters
  • Ratification of pre – incorporation contracts
  • Effect of ratification of pre – incorporation contracts
  • Commencement of business
  • The minimum capital requirements

ORGANS OF CORPORATE POWER

  • The General Meeting
  • The board of directors
  • The managing director
  • Officers, agents and servants
  • Division of power between General meeting and Board of Directors

GENERAL MEETINGS

  • Types of General meetings
  • The right to attend General Meetings
  • The conduct of General Meetings
  • Voting, resolutions, quorum, proxies

MEMBERSHIP OF COMPANIES

  • Becoming a member of a company
  • The rights and liabilities of members of a company
  • Ceasing to be a member of a company

CAPACITY OF COMPANIES

  • Nature of the capacity of a company
  • The Companies Act, the Regulations, and the powers of a company
  • The ultra vires concept
  • The nature of the company as a separate legal entity
  • The corporate veil principle
  • Lifting the veil of incorporation

DIRECTORS

  • Meaning of a director
  • Qualification of directors
  • Appointment of directors
  • Position and role of directors
  • Duties and liabilities of directors
  • Enforcing the duties of directors

EXAMINATION AND ASSESSMENT

Two main assessments shall be conducted. There shall be a mid-semester examination, which shall be administered within the middle of the semester. There shall also be an end of semester examination, which shall be conducted at the end of the semester.

ALLOCATION OF MARKS

The mid semester examination shall account for 35% of the total marks while the end of semester examination shall account for 65%. The specific mark allocation for the mid semester assessment is as follows:

  • Class participation =14.3 % = 5 marks,
  • Class presentation = 28.6 % = 10 marks
  • Attendance = 14.2% = 5 marks
  • Sit in I.A. = 42.9% = 15 marks
  • Note: to earn the 5 marks allocated for attendance, a student must have attended ten (10) out of twelve weeks.

READING LIST

LIST OF STATUTES

  1. The Companies’ Act 1963 ( Act 179)
  2. The Incorporated Private Partnership Act, 1962( Act 152)
  3. The Registration Of Business Names Act, 1962 ( Act 151)

BOOKS

  1. Adagewine, G., A Hand Book on Company and Partnership Law vol.1
  2. Gower And Davies, Principles Of Modern Company Law (7th Ed.)
  3. L.S. Sealy, Cases And Material In Company Law (7th Ed.)

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