Liquidation includes both winding up and dissolution. Liquidation is either private/voluntary or official/compulsory. In private/voluntary liquidation which relates to solvent companies, the law applicable is the Companies Act, 1963 ACT 179. In respect of official/compulsory involving insolvent companies, the Bodies Corporate (Official Liquidation Act, 1963 ACT 180) applies. Whether private or official liquidation, a liquidator plays important role in the process of liquidation.

Winding-up refers to the steps taken to have an operating corporate entity cease to be a corporate body. Winding-up includes the appointment of the officer (liquidator) who gathers assets, pays any debts, and distributes any surplus in accordance with law.

Dissolution is the formal pronouncement by the Registrar of Companies that the corporate entity no longer exists and has been struck off the register of companies and the public has been so notified by publication in the Gazette

• Kwame Akoto can seek a court order as a member, or through his appointed director.
• By a petition to the Registrar to hold AGM. Importantly with 15% shareholding he can request extra- ordinary general meeting under section 271 of Act 179.
• Kwame Akoto can seek a court order as a member, or through his appointed director, or by a petition to the Registrar to hold AGM. Importantly, with 15% shareholding, he can request for extra-ordinary general meeting (EGM) under sec 271 of Act 179.
• That the actions of the MD are ultra vires, depending on the allocation of powers among members at general meeting. By the BOD and the MD by the company regulations, Mr Pinkrah alone cannot decide on mergers, class rights, share conversions, business objects etc without the BOD/members at general meetings.
  Breach of other fiduciary duties- e.g. full disclosure and conflict of interest.
• Note that due to Mr. Pinkrah’s 55% shares, AGM and EGM would not amount to much because Mr. Pinkrah cannot be removed as MD/director or his actions declared null and void, reverse the merger etc by resolutions.
• The best choice is to seek remedy against oppression under sec 218 of Act 179, which provides that:
   Where the affairs of the company, or the powers of the MD are being exercised in a manner oppressive to one or more of the members, or in disregard to the interest to their interest as members, officers, debenture holders etc.
   Certain acts taken or threatened, or resolutions passed, proposed unfairly discriminates against and prejudicial to one or more of members or debenture holders.

• Lift the veil for Mr. Pinkrah to be held liable for any fraud
• Civil and criminal liabilities for any breach of fiduciary duties
• If convicted, prohibit him from being a director, promoter, etc of a company
• Secure injunction for illegal or irregular activity-sec 217& 218
• Cancel or vary the merger and other transactions/resolutions
• Regulate the future conduct of the company’s affairs
• Maintain the rights of Kwame Akoto and other members
• Provide for the purchase of the shares of affected members.
• The court can appoint an inspector or order the Registrar to investigate the operations/affairs of the company.

Under Section 2 of the Registration of Business Names Act, 1962 ACT 151 the particulars required to be registered are:

• The business name.
• The general nature of the business.
• The principal place of business.
• Any other places at which the business is carried on.
• The particulars of the proprietor should include;
• The present first name and surname.
• The nationality.
• The nationality of origin of the proprietor.
• The usual residence and other business occupation of the proprietor.
• The date of the commencement of the business.

Advantages of forming a sole proprietorship

• Simplicity, inexpensiveness and ability to legally commence business before the business name registered.
• The proprietor has flexibie working time.
• The proprietor enjoys all the profits..
• ne can purchase or sell a business including its assets such as its inventory, plant machinery and landed property.
  Disadvantages
• Obtaining loans and credit to run the business is more difficult for sole proprietorship.
• The owner’s personal liabilities are not distinct from the business liabilities.
• Sole proprietorships hardly survive the death of the proprietor.
• The health and life of sole proprietorship business is inevitably linked to that of the proprietor.

• Property-The Company can acquire /own property and dispose such property as it wishes.
• Contractual relationship-A company on incorporation, has the capacity to enter into contractual relationship with a natural or legal persons.
• Suing and being sued– A company may sue natural or legal persons for breach of contractual obligations.
• Perpetual succession- A company will continue in existence despite the death of their members.
• Transferability of shares- The shares of a company can be transferred from a member to another person by sale.
• Legal Personality-On incorporation, a company acquires a legal personality.
• Figurative veil– On incorporation, there is the figurative veil, meaning it protects their officers and staff generally from legal risks.

The issue to be determined in the scenario is whether, by law, workers on probation and casual workers, are entitled to compensation in a situation of termination of their respective appointments.

• The first group of workers in the question are those on probation whose appointments have been terminated without they being paid compensation.
• The second categories are casual workers.
• Section 66 of the Labour Act, 2003, Act 651, of Part VIII, states that the two(2) categories of workers cannot have the intervention of the National Labour Commission, to negotiate for redundancy pay and for any mitigation in the event of a dispute. In other words, by law, the two (2) categories of workers cannot complain that their appointments have been unfairly terminated.
  That the workers cannot, therefore, succeed in any intended legal action because the provisions in Part VIII of the Labour Act, 2003, Act 651 do not cover them.

An inquisitorial system is a legal system in which the court, or a part of the court, is actively involved in investigating the facts of the case. This is distinct from an adversarial system, in which the role of the court is primarily that of an impartial referee between the prosecution and the defense.
This adversarial system gives the opposing side the opportunity to compete in convincing the judge and jury based on the facts they present. In this situation, the Judge or Magistrate operates independently and is expected to deliver his judgement after hearing out each of the parties.

• If facts can be distinguished.
• If the previous decision was made per incuriam i.e. without taking account of some essential points of law.
• Where the previous decision is in conflict with fundamental principles of law. If the ratio decidendi is obscure.

The doctrine of judicial precedent means that a judge is bound to apply a decision from an earlier case to the facts of the case before him, provided, among other conditions, that there is no material difference between the cases on hand and the previous case. Lower courts in adjudicating a case before it must apply a ‘binding’ precedent developed by a Superior Court.

Liquidation may be defined as a legal process by which a company or other body corporate is dissolved. The activities of the organization are wound up and its assets either distributed or converted into cash or other consideration and shared amongst the members and other persons having legally justified claims against the company.
The winding up of a company may take two forms:

• By an official liquidation in accordance with provisions of the Bodies Corporate (Official liquidations) Act 1963 (Act 180) or
• By a private liquidation i.e. on the strength of a special resolution passed by the company

• The striking of the company’s name off the register by the Registrar and notifying the same in the Gazette under Section 260 of the Act as representing the burial of the Company.
• The company is obliged to cease operations from the commencement of the winding up except in so far as may be required for the beneficial winding up of the company.
• The corporate state of the company, its legal personality as well as its corporate powers continues until the company is dissolved.
• Where a company is being wound up by way of a private liquidation, every invoice, and order or business letter bearing the company name, issued by or on behalf of the company or any liquidator of the company or any receiver or manager of any property of the company must contain a statement that the company is being wound up. (Section 246)
• A private liquidation is deemed to commence at the time of the passing of the requisite resolution and within 14 days after the passing of the resolution, the Registrar must be furnished.
• The appointment of a liquidator for the purposes of a private liquidation automatically implies the cessation of all powers and authority of the board of directors and the vesting of such powers and authority in the liquidator (Section 254) who is deemed to stand in a fiduciary relationship as if he were a director to stand in a fiduciary relation.