These rules are clearly stated in Sec 27 of Act 179 Sec 27 (1) A many registered after the commencement of this Code shall not transact any business, exercise any borrowing powers, or incur any indebtedness, except such as shall be incidental to its incorporation or to obtaining subscriptions to or payment for its shares, until it has delivered to the Registrar a return in duplicate in the prescribed form giving particulars, as at the date of the return, of, (a) Its name; (b) Its authorized business, or, if the company is not formed for the purpose of carrying on a business, the nature of its objects; (c) The names and any former Ames, addresses and business occupations of its directors and secretary, and particulars of any other directorships held by them, as provided by section 196 of this Code; (d) The name and address of its External auditor; (e) The addresses of its registered office and principal place of business in Ghana and the number of the post office Box of its registered office; (f) If its register of members is kept and maintained elsewhere than at the registered office of the company, the address at which it is kept (g) A statement to the effect that it has complied with section 27 The Return shall be signed by 2 Directors and Secretary f the company to the Registrar who shall gazette it . N situations where the company has shares the amount of its stated capital, as defined in section 66 of this Code; the number of its authorized shares of each class; The number of its issued shares of each class and the amount paid thereon distinguishing between the amount paid in cash and the amount paid otherwise than in cash and, in the case of a company limited by shares, the amount, if any, remaining payable thereon distinguishing between the amount presently due for payment and the amount not yet due for payment. Section 28 of Act 179 deals with Company Minimum Capital requirement (a) They must show evidence of minimum paid up capital of at least GOGH,000 paid as cash consideration of shares – Sec 28 (2) (b) The sum of CHICAGO.
O shall exclude values attributed to GOOD WILL or SERVICES RENDERED to the Company – Sec 28 (3) (c) The above requirements should be supported with a Statutory Declaration signed ALL THE DIRECTORS and the Company Secretary. After Wanted Company limited has satisfied the above, the company can now successfully acquire a certificate to commence business from the registrar Section B Abscissa Company Ltd was incorporated on 10th June 2006. But it was not until 1st October 2008 that it obtained a certificate to commence business from the Registrar. In spite of this, the Directors entered into the following transactions: i. In August 2006, it allotted 10,000 ordinary shares to Proof. Empire for which it has not paid. Ii.
The company’s object is sale of cars and vehicles. In October 2006, it sold spare parts worth CHECK,OHO. O to Shows Motors at Abysses Okay. The latter Company has since not paid. Can the contract be enforced? Iii. In May 2007, it obtained a loan of CHI,OHO from ABA Bank and has not paid. Can ABA sue for its money? Iv. In June 2007, it supplied goods to Barclay bank worth GOGH,000. O and the latter has not paid. Can the transaction be enforced? Advice the Company on all the above transactions. The facts above show that Abscissa Company Ltd is in breach of section 27 of Act 179. A company that is in breach is one that has not been gazette to commence business in Ghana.
The code limits the capacity and ability of such a company by forbidding it to do business or borrow money or incur any indebtedness. Section 29 of the Company’s code states the effects of non- implicate as follows (a) It can only enforce contracts incidental to its incorporation (b) Contracts related to the sale and payment of its shares can be enforced (c) It cannot transact any business (d) It cannot borrow money (e) It cannot incur any indebtedness (f) The company can however apply to the court for the sanction to be removed to enable it sue its debtors (g) When sued by its creditors an enunciated company can put in a counter claim ask for a set aside. i. On the first Transaction Abscissa Ltd can enforce the contract with Proof.