COMPANY LAW - FOUNDATIONS OF ADMINISTRATION AND LIQUIDATION IN COMPANY LAW ( 1)

Описание

Once a company is incorporated, it acquires separate legal personality and perpetual succession. As stated in **SALOMON v SALOMON & CO LTD [1897] AC 22**, the company exists separately from its members and continues despite changes in ownership or management. But corporate life is not always commercially permanent. A company may become financially distressed, fail in its objects, engage in unlawful conduct, or reach a point where continued existence is no longer viable. Company law therefore provides structured mechanisms for corporate rescue and corporate death. In Ghana, the rescue mechanism is mainly administration and restructuring under the **Corporate Insolvency and Restructuring Act, 2020 (Act 1015)**. The terminal mechanism is liquidation or winding up, governed by Act 1015 and, in appropriate cases, the **Companies Act, 2019 (Act 992)**. It is important to distinguish three concepts. **Winding up** is the process of collecting company assets, settling liabilities, and distributing any surplus. **Liquidation** is the formal process conducted by a liquidator. **Dissolution** is the final legal stage where the company ceases to exist. A company does not die instantly. It goes through a legal death process: financial distress, possible administration, liquidation, and finally dissolution. Modern insolvency law has moved away from the old philosophy of immediate liquidation. The modern approach is rescue first, liquidation only where rescue is not commercially realistic. Act 1015 reflects this philosophy by seeking, where possible, to preserve a distressed company as a going concern and achieve a better result for creditors than immediate liquidation. The policy foundations are threefold. First, corporate rescue: viable businesses should not be destroyed merely because of temporary financial distress. Second, value maximisation: assets should be preserved to produce better returns for creditors. Third, collective enforcement: insolvency law replaces individual creditor action with a structured collective