i) The Board is dissolved forthwith.
ii) The functions of the Board cease and transfers to the liquidator. The liquidator does not run the company as a going concern.

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.