COMPANY LAW- CORPORATE ACTS AND LIABILITY OF COMPANIES

Description

This lecture examines how a company acts in law and how liability is attributed to it. Once incorporated, a company becomes a separate legal person. However, because it is an artificial person, it can only act through human beings. The central question is therefore: whose act is the act of the company? Under section 144(1) of the Companies Act, 2019 (Act 992), a company acts through its members in general meeting, its board of directors, or through agents and officers appointed by authority derived from the members or the board. This statutory rule reflects the principle explained in **MORKOR v KUMA [1999–2000] 1 GLR 721**, where Sophia Akuffo JSC observed that a company, being artificial, can only transact through directors or other authorised persons. The company may act through members in general meeting. The powers of members are determined by the company’s constitution. Resolutions passed at annual general meetings, extraordinary meetings, or by unanimous written resolution may therefore constitute acts of the company. The company may also act through its board of directors. Section 144(3) provides that the business of the company is managed by the board, which may exercise all powers not reserved for members by the Act or the company’s constitution. Ordinarily, one director acting alone cannot bind the company unless authorised, ratified, or clothed with apparent authority. However, where the board properly acts within its powers, its decision is the decision of the company itself. The board may also act through committees or a managing director where the constitution permits. Section 146 allows directors to delegate powers to committees or to a managing director. In **BOUSIAKO CO LTD v GHANA COCOA MARKETING BOARD [1982–83] GLR 824**, the court recognised that acts of a managing director may bind the company. Similarly, in **WEST AFRICA EXPRESS (GHANA) LTD v CRAIG [1963] 2 GLR 231**, an acting managing director was held to have authority to conclude an agreement. The doctrine of corporate attribution m