ICAG Business & Corporate Law (Paper 1.3) Tuition in Ghana

The foundation of Ghana's legal system — the structure of the courts, the sources of law, and the alternatives to court-based dispute resolution that matter increasingly in business.

• Ghana's common-law system — English common law, modified by statute and the 1992 Constitution
• The court structure and hierarchy
• The sources of law — the Constitution, legislation, common law and judicial precedent
• Alternative dispute resolution — negotiation, mediation and arbitration

The highest-weighted section in the paper — contract, tort, agency and commercial transactions. Every accountant in practice encounters these areas regularly.

Contract law

• Formation — the six essential elements: offer, acceptance, consideration, intention to create legal relations, capacity and legality (including offer versus invitation to treat, and the rules on acceptance — mirror image, the postal rule, the counter-offer)
• Terms — conditions, warranties and innominate terms; and exclusion clauses (incorporation, and the contra proferentem rule)
• Vitiating factors — misrepresentation (fraudulent, negligent, innocent), mistake (common, mutual, unilateral) and duress

Breach and remedies

Tort, agency and commercial transactions

• Negligence — the duty of care (the Caparo three-part test), the accountant's duty including liability for negligent misstatement (Hedley Byrne), breach, causation, remoteness and defences
• Agency — types of authority (express, implied, ratification, necessity, apparent/estoppel), the agent's fiduciary duties, and termination
• Sale of goods under Act 137 — implied terms, the passing of property and risk, and the nemo dat rule and its exceptions
• Hire purchase (the protected-goods rule once one-third is paid) and conditional sale; and negotiable instruments — bills of exchange, cheques, promissory notes, bills of lading and letters of credit

Ghana's employment-law framework under the Labour Act 2003 (Act 651) — highly relevant for the accountant who advises businesses or manages a finance function with employed staff.

• The contract of employment, and the distinction between an employee and an independent contractor
• Employee rights under Act 651 — minimum wage, working hours, leave entitlements and SSNIT contributions
• Termination of employment — fair and unfair termination, redundancy, and the remedies for unfair termination
• Collective bargaining and the resolution of industrial disputes

How businesses are legally constituted in Ghana — from the sole proprietorship to the incorporated company under the Companies Act 2019 (Act 992), which replaced the Companies Code 1963 (Act 179).

• Incorporation under Act 992 — the process, and the company constitution
• Types of company — limited by shares, limited by guarantee, and unlimited; private versus public
• The consequences of separate legal personality — and the limited circumstances in which the corporate veil may be lifted

The legal framework for how companies raise finance — issuing shares, maintaining capital and borrowing. Essential for the accountant working with corporate clients or in corporate finance.

• Share capital — the issue of shares, and the rights of ordinary and preference shareholders
• The capital-maintenance rules that protect creditors
• Borrowing — debentures, and the distinction between a fixed charge and a floating charge
• The registration of charges, and the consequences of failing to register

The second highest-weighted section — the corporate-governance framework of Ghana's companies: directors, meetings, resolutions and statutory obligations under the Companies Act 2019.

Directors and their duties

• The appointment and removal of directors, and the role of the company secretary
• Directors' duties under Act 992 — to act in good faith and for a proper purpose, to exercise care, skill and diligence, to avoid conflicts of interest, and not to make secret profits — and the consequences of breach

Meetings and statutory obligations

• Company meetings — the AGM and extraordinary general meetings
• Resolutions — ordinary and special, and when each is required
• Statutory accounts and audit obligations
• The role of the Office of the Registrar of Companies

What happens when a company gets into financial difficulty — the restructuring and insolvency mechanisms under Ghanaian law. These affect creditor priorities, the validity of transactions and director liability, so every accountant must understand them.

• Corporate restructuring, receivership, administration and liquidation (winding up)
• The insolvency priority order — the sequence in which creditors are paid, and why it matters for credit-risk assessment and secured lending
• Fixed versus floating charges, and the crystallisation of a floating charge
• Director liability — wrongful and fraudulent trading — and the avoidance of transactions made before insolvency

The rules and principles that ensure businesses are run responsibly, transparently and lawfully — with strong links to the ethics content tested throughout the qualification.

• Corporate-governance principles — accountability, transparency and board effectiveness
• Directors' accountability and the protection of minority shareholders
• The prevention of money laundering (and the role of the Financial Intelligence Centre), bribery and corruption
• Data protection under the Data Protection Act 2012 (Act 843), and the professional ethical framework