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RULING
It is provided under Section 14 (2) of the Companies Act, 2019, Act 992 that: “From the date of incorporation, the Company becomes a body corporate by the name contained in the application for incorporation and, subject to Section 13, is capable of performing the functions of an incorporated company. ”It is also provided under Section 18 (1) (2) and (3) of Act 992 as follows: “Subject to this Act and to any other enactment, a Company shall have(a) Full capacity to carry on or undertake any business or activity, do any act, or enter into any transaction; and(b) Full rights, powers and privileges for the purposes of paragraph (a). 2) Without limiting Sub Section (1), and despite the provisions of any other enactment, a Company shall be capable of giving and entering into and being bound by and claiming all rights under a deed or mortgage or other instrument.
- The registered constitution of a Company may contain a provision regarding the capacity, rights, powers or privileges of the Company. ”The crux of the instant application is for an order lifting the corporate veil of Menzgold Ghana Ltd so as to make one of its Directors and majority shareholder, Nana Appiah Mensah, jointly liable.
Among other things, the Applicants rely on previous decisions of this Court to the effect that Nana Appiah Mensah is “the main brain behind the deposit-taking business, disguised as a gold vault trading/investment product of Menzgold Ghana Limited or howsoever described”, and that the said Nana Appiah Mensah engaged in improper business conduct (exhibit NO2- Isaac Larbi v. Menzgold Ghana Limited Suit No. GJ/578/2019 dated 6th September, 2019). The Applicants further take solace in exhibit “NO2” as well as other Rulings/Judgments of this Court to the effect that the Defendant/Judgment Debtor was operating a “Ponzi Scheme” which is fraudulent.
Given these facts and circumstances, the Applicants pray this Court to lift the corporate veil to ensure that Justice is done to the Plaintiffs.
The Defendant/Judgment Debtor/1st Respondent and the 2nd Respondent caused an affidavit in opposition to be filed on their behalf by Yvonne Akuffo Addo of Kwame Akuffo & Co Unlimited.
The main ground for opposing the application is that the Plaintiffs had always been aware of the identity of the Directors of the Defendant Company but elected to sue only the Company.
It was further deposed that the allegation of fraud made against the 2nd Respondent requires the taking of evidence so as to