Company law notes
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Company Law Brief notes
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- . BAIDOO v SAM
| INCORPORATED PARTNERSHIP
A partnership is an incorporated body of individuals between 2 and 20, with unlimited liability, who carry out business jointly with a view of making profit. A limited(dormant or sleeping) is unknown in Ghanaian law, so too is an unregistered partnership SECTION 3 of ACT152 defines partnership as the the association of two or more people carrying on business jointly for the purpose of making profit. partnership is governed by the incorporated partnership act, (act152). Ammisah JA sitting as an additional High Court judge observed in AKAKPO v SOLI, the running of a partnership is a matter for the partners. He also observed that, one of the distinction between the English partnership act,1890 and act 152 is that, whereas a the partner in England who insists on retiring against the will of his co-partners must be in the position to, and must dissolve the partnership. Our law is purposely designed to avoid this result. Section 39(7) allows a partner to retire after a written notice to his co-partners. Partnerships may be ordinary or limited. In ltd partnerships, the partner contributes capital and is entitled to a share of the partnership profits, but the limited partner does not participate in the management of the partnership. BAIDOO v SAM, since 1963, it was prohibited for there to be an unregistered partnership. TWUM v TWUM, a partnership agreement should be registered or else cannot be enforced. An unregistered partnership is an illegal partnership. Section5 0f act 179.However exemptions is made to partnership pursuant other enactment in force. A partnership of lawyers or accountants may exceed 20. Section 12 of ACT 152, once a partnership is registered, it has a distinct legal personality from it members. That it can exist as a natural person under the law. THE COMPANY A corporate body could be established in one of three ways, namely by royal charter, special act of parliament or by registration. But in Ghana now, a company may be formed only by registration under the companies act. Section 14 provides that after the commencement of the act, a company may be formed in a manner set out by the act. Every company set up in a manner which contravenes the act may be deemed unlawful. Section3 of the act provides that except otherwise provided, the provisions of the act apply to all companies formed in Ghana, where they were formed before or after the commencement of the act. In other words, it is the act and the act alone which provisions govern the formation of a company. DUPAUL WOOD TREATMENT v ASARE, Sophia Akufo observed that: by virtue of section 14 of the code, a company comes into existence when its regulations are delivered to the registrar of companies and he enters the same into his register. The registration that incorporate a company is evidenced by the registrar’s certificate of incorporation. Download 31.01 Kb. Share with your friends:
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