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
1
 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
2

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
3

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
4
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)
5
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.)
6