The Regulations (Article of Association and Memorandum of Association) of a company is now referred to as the Constitution

 The filing of the Constitution is now optional

The ultra virus doctrine is abolished.

A company shall have the full capacity to carry out any business or activity unless specifically restricted by its constitution

Codification of the common law remedy of Unfair prejudice claim into statute. This will allow shareholders or debenture holders of a company to institute an action on the ground that (a) the company’s affairs are being or have been conducted in a manner that is oppressive to the interests of members or debenture holders or officers of the company, or (b) that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial to one or more of the members or debenture holders.

There are two elements to the requirement of unfair prejudice, and both must be present to succeed in a claim:

• the conduct must be prejudicial in the sense of causing prejudice or harm to the relevant interest of the members or some part of the members of the company (i.e. shareholders), and
• it must be unfair.

This requirement has been widened. Companies are required to add the following suffixes to their names to identify their real legal form

• Private company limited by shares “LTD”
• Public company limited by shares “PLC”
• Company limited by guarantee “LBG”
• Private company unlimited by shares “PRUC”
• Public company unlimited by shares “PUC”

The accounting standards to be used by a company was not set out in law, even though the Ghana Accounting Standards were used until the Institute of Chartered Accountants, Ghana adopted International Financial Reporting Standards (IFRS) in 2010.

The Directors disqualification regime has been strengthened. The punitive measures have been widened to apply stiffer sanctions on miscreant directors. A duty has been imposed on a person who has been disqualified to act as a director to notify the Board and the Company Secretary in writing.

New grounds for disqualifying a director in Ghana has been introduced;

• Offence involving insider dealing
• A person has been culpable of a criminal offence, whether convicted or not, in relation to a body corporate or fraud or breach of duty in relation to a body corporate
• When It appears that a person is debarred by a competent authority from being a member of a recognised professional body as a result of a disciplinary measure;
• Where there is an ongoing investigation by a criminal investigating body or by the Registrar or its equivalent in a foreign country.

Automatic grounds under which a person shall be debarred as a director from being involved in the promotion, formation and the management of a company have been introduced. For example, a person who has convicted of an offence of fraud or dishonesty in relation to the management or promotion of a company or has been involved as a director or senior executive in an insolvent company within the last five year is automatically disqualified from being a director of a company.

The duties of a director under the new law have been expanded.  Not only is a director required to act in the best interest of a company as a whole to preserve the assets, further the business, and promote the purposes for which the company was formed, in the manner that a faithful, diligent, careful and ordinary skilful director would act in the circumstances, but must have regard to

• the likely consequences of his decision in the long run;
• the impact of the operations of the company on the community and the environment; and
• the desirability of the company maintaining a high standard of business conduct.

A director is required to exercise independent judgment.