Unviversity of Professional Studies, Accra (Upsa), Legon

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

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

BOOKS

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