• 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.

• an officer of the company in question or of any of its associated company;
• a person who is a partner of or in the employment of an officer of the company or of any associated company;
• an infant;
• any person found by a competent court to be a person of unsound mind;
• a body corporate, except that members of an incorporated partnership may be appointed in the manner provided by law;
• any one in respect of whom restraining orders had been made under on fraudulent practices so long as such order remains in force (section 186 of Act 179)
• an undischarged bankrupt, unless he shall have been granted leave to act as auditor of the company concerned by the court by which he was adjudged bankrupt;
• a person who is for the time being disqualified from acting as auditor of a company by order of the Registrar under subsection (4) of this section:

Privileges available to members with cumulative preference shares

• The dividend shall not be payable on any shares ranking subsequent to the cumulative preferential class of shares, until all the arrears of that dividend have been paid.
• Cumulative preferential dividend holders shall not have further right to participate in dividends.
• On winding up arrears of cumulative preferential dividend whether or not earned or declared shall be payable up to date of actual payment as well as with distribution of assets.
• A floating charge is an equitable charge over the whole or specified part of the company’s undertaking and assets both present and future.
  Section 87 of the Companies Act, 1963 ACT 179

The company shall keep in Ghana a register of members/shareholders and enter in the register:

• The names and addresses of the members/shareholders and in the case of a company having shares a statement of shares held by each member/shareholder distinguishing each share by a number and of the amount paid or agreed to be considered as paid on the shares of each member and of the amount remaining payable on the shares.
• The date at which a person was entered in the register as a member.
• The date in which a person ceased to be a member.
• The stipulated time of entry shall be made 28 days of the conclusion of the agreement with the company to become a member and in the case of a subscriber to the Regulations within 28 days of the registration of the company.
  Section 32 of the Companies Act, 1963 ACT 179

The promoters of a business may enter into contracts for that business before they complete the incorporation process. In such a situation, the following principles apply.
Section 13 of the Company’s Act 1963 (Act 179)
(1)Any contract or other transaction purporting to be entered into by a company prior to its formation or by any person on behalf of the company prior to its formation may be ratified by the company after its formation; and thereupon the company shall become bound by and entitled to the benefit thereof as if it had been in existence at the date of such contract or other transaction and had been a party thereto.
(2) Prior to ratification by a company the person or persons who purported to act in the name or on behalf of the company shall, in the absence of express agreement to the contrary, be personally bound by the contract or other transaction and shall be entitled to the benefit thereof. ,

Generally, the promoters will be personally liable for performance obligations under the pre-incorporation contract. Because the corporation does not exist, it cannot perform those obligations.

• Perpetual succession.
• Ownership of property.
• Limitation of liability.
• Separation of ownership and management.
• It can sue and be sued
• Contractual capacity
• Transferability of shares with public companies

• An incorporated company may be, a company limited by shares, a company limited by guarantee, and unlimited company. Kaskala Company Limited under the Companies Act, 1963 ACT 179 (section 16(a) becomes a Company limited by shares with the word Limited as the last word of the name.
• An incorporated company- a company limited by shares is a company with separate legal personality, distinct from its members with powers of a natural person (Salomon V Salomon), a body corporate (section 14(5) of ACT 179) and all the powers of a natural person of full capacity (section 24 of ACT 179).
• Bugi, Palas and Togi are at best members/shareholders/subscribers to the Regulations of the Company (section 30 of ACT 179).
• None of them can claim ownership of the Company since the Company by its legal personality exists on its own. (1.5 mark)

State the circumstances under which the Registrar of Companies shall refuse to register the proposed Regulations of a company.
The Registrar of Companies shall refuse to register the proposed Regulations where in his opinion:

• The Regulations do not comply with the Companies Act
• The objects for which the company is being formed or the business which it is to carry on or any of them are unlawful
• Any of the subscribers to the Regulations is an infant or of unsound mind.
• Any of the Directors are incompetent.

• The name of the company
• “ Limited” as last name for the Limited companies.
• .The nature of authorized business to be carried on by the company or, for non-profit companies, the nature of the objects for which the company is established.
• A statement that the company has all the powers of a natural person with full capacity.
• The name of the first directors. There shall be at least two foundation (or first) directors.
• A statement that the powers of the directors are limited by section 202.
• In the case of a limited liability company, the regulation must contain a statement that the liability of its members is limited.
• For companies with shares, Regulation, must state the number of shares with which the company is to be registered. This is referred to as the authorized shares, ie the maximum number of shares that the company is capable of issuing.
                                                                                                                                                                                  (Any 5 points)

• The term, pre-incorporation contract, is a contract that is made between persons other than the subject incorporated company, in connection with the company, before incorporation.

• Parties to the pre-incorporation contract,
• Subject- matter of the pre-incorporation contract,
• the chronology i.e every pre-incorporation contract is made before the company is formed

• Any contract or other transaction purported to be entered into by a company prior to its formation or by any person on behalf of the company before its formation, may be ratified by the company after its formation, whereupon the company shall assume rights and liabilities under the contracts or transaction as if it had been in existence at the dated of such contract or transaction, and had been a party to it.
• Before ratification the promoter or other person purporting to act on behalf of the company remains personally liable in the absence of any express agreement to the contrary, and its entitled to any benefit accruing under the contract or transaction.
• If the promoter does not wish to incur financial or other loss under such contracts, he should ensure that the contract is so drawn up as to permit him to abrogate in the event of the company failing to ratify it after its formation.
• The reason for the promoters’ inability to be regarded as an agent in respect of the pre-incorporation contract or transactions derives from the general legal principle that a person cannot derive the powers and authority of an agent of a non-existent principal.

A member of a company is any person who has subscribed to the regulations of the company and has his name entered into the register of the company.
Any shareholder of the company who owns at least one share in the company.