GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
5. Shareholders 5.1 Relationship Between Companies and Shareholders Act 992 specifies that a shareholder is a member of the company. As a result, shareholders collec - tively own the company, which confers on them the right to appoint directors. Membership of a company registered with shares continues until a valid transfer of the shares held by the specific member is registered by the company. Shares are transferred by operation of law to another person or forfeited for non-payment of calls, or on death of a member. Shareholders have the right to attend and vote at AGMs. Subject to the company’s constitution, the right to vote may depend on whether mem - bers have paid any sums of money required in respect of the shares allocated to them. Com - panies are also required to keep a register of members within the jurisdiction; this will be man - aged by the company secretary and includes the names, addresses and, where relevant, a state- ment of shares held by each member. Shareholders can act for the company through general meetings, alongside the board of direc - tors, officers and agents. Notably, unless the constitution of a company provides otherwise, the board of directors is not bound to comply with the directions of the shareholders. Further - more, shareholders may act in a matter if the members of the board are disqualified, stuck in a deadlock, or otherwise. They may institute legal proceedings in the name of the company if the board of directors neglects to do so, can ratify or confirm an action taken by the board of directors, and can make recommendations to the board of directors.
The shareholders, moreover, can exercise their rights further by passing a written resolution signed by all members eligible to vote, outside a general meeting. However, this procedure is not valid where the object relates to the removal of a director or auditor. The latter can only be effect - ed by a resolution passed at a general meeting. The Office of the Registrar of Companies (ORC) maintains records of registered compa - nies, including information about shareholders. Shareholder details are available to the public upon request through a formal search process. A company search at the ORC is conducted by submitting a formal request and the payment of the applicable fee. 5.2 Role of Shareholders in Company Management Shareholders may exercise the powers given to them in the company’s constitution with regard to company management. However, except as specified in the company’s constitution, the board of directors largely manages the busi - ness of the company. Shareholders have the right to attend the company’s general meeting and speak and vote on resolutions at the meet - ing; they also have the power to appoint and remove auditors and directors. In the event of a company winding up, shareholders must pay the balance of the shares they hold in accordance with the terms of the agreement under which the shares were issued. In the event of a winding-up, shareholders are required to contribute funds sufficient for the payment of debts and liabilities of the company and for the expenses of the winding-up. Accord - ing to Section 40 of Act 992, past members are not liable to contribute to the latter unless a court finds that the existing members are unable to satisfy the required contributions.
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