Company law notes
Section 14—Formation of Companies
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Company Law Brief notes
| Section 14—Formation of Companies.
After the commencement of this Code a company shall be formed in manner following, that is to say, (a) there shall be delivered to the Registrar for registration a copy of the proposed Regulations of the company complying with sections 16 to 18 of this Code; (b) unless, in the opinion of the Registrar, (i) the Regulations do not comply with this Code; (ii) the objects for which the company is being formed or the business which it is to carry on, or any of them are unlawful; (iii) any of the subscribers to the Regulations is an infant or of unsound mind; or (iv) any of the directors named in the Regulations is under section 182 of this Code, incompetent to be appointed a director, the Registrar shall register the said Regulations; (c) upon registration of the Regulations, the Registrar shall certify under his seal that the company is incorporated and, in the case of a limited company, that the liability of its members is limited; (d) from the date of registration mentioned in the certificate of incorporation, the company shall be a body corporate by the name contained in the Regulations and, subject as provided in sections 27 and 28 of this Code, be capable forthwith of exercising all the functions of an incorporated company; (e) the Registrar shall insert a notice in the Gazette stating the issue of such certificate and the terms thereof; (f) the certificate of incorporation, or a copy thereof, certified as correct under the hand of the Registrar, or the Gazette containing the notice referred to in paragraph (e) of this section, shall be conclusive evidence that the company has been duly registered and incorporated under this Code and no proceedings shall be brought in any Court to cancel or annul such registration: Provided that nothing in this paragraph contained shall prejudice the institution of proceedings to wind up the company in accordance with section 247 of this Code. NB: banking and insurance are governed by a special legislation.section6 An incorporated company is a corporate body but not all corporate bodies are companies. Not every company is a corporate body. An incorporated company may have the following features: 1. It is an artificial legal person. It may own property, enter into contracts, inflict or suffer wrongs, sue and be sued. As an artificial legal person, the right and liabilities of a company belong to it alone and as a general rule it cannot be enforced by or against it directors, agents or personal members. OWUSU v RN THORNE 2. A company may be prosecuted for a criminal offense and its criminally liable for acts of its members. 3. it has a common seal 4.it has perpetual succession 5. the company is managed by directors REGULATIONS Regulations are the primary document that has to be registered as part of the incorporation process. See DUPAUL WOOD TREATMENT v ASARE. The regulations defines the manner in which the company’s affairs are to be managed. It is the constitution of the company…section303. In Ghana regulation merges into one document. What in England or else where are two separate documents. Namely the memorandum of association and the articles of association. In England the articles of association are subordinate to the memorandum of association. ASHBURY RAILWAY CARRIAGE Co v RITCHIE, the relationship between the memorandum of association was described thus: with regards to the memorandum of association…. That is, as it were, the charter, and defines the limitations of the powers of a company to be established under the company’s act. The articels of association play a part subsidiary to the memorandum of association. It accepts the memorandum of association as the charter of incorporation of the company, and so accepting the articles proceeds to define the duties, rights and the powers of the governing body as between themselves and the company at large, and the mode and form in which changes in the internal regulations of a company may from time to time be made. Contents of regulations Download 31.01 Kb. Share with your friends:
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