DIVINE STANLEY AGBOLA & ANOR v. PERFECT PERSONAL CARE LTD & ORS

[1] The Applicants commenced the instant action by an Originating Notice of Motion dated 18th March 2024 against the Respondents under Sections 218 and 219 of the Companies, 2019 (Act 992).

[2] This application is supported by a 30-paragraph Affidavit and a Supplementary Affidavit dated 5th June 2024.

[3] Subsequently, the instant Motion was amended with leave of the Court on 30th June 2025.

[4] It is the case of the Applicants that the 1st Respondent Company was incorporated to acquire and take over the business then being carried on under the name and style of PERFECT PERSONAL CARE ENTERPRISE, a business name, and to carry on the business of general trading, import and export of general goods.

[5] That, they together with the 2nd, 3rd, 4th and 5th Respondents are subscribers to the Regulations of the 1st Respondent, Perfect Personal Care Limited (“the Company) as well as members of the board of directors of 1st Respondent. The Company was incorporated on 5th July 2017.

[6] That they hold 5% each of the issued shares of the 1st Respondent whilst the 2nd, 3rd, 4th and 5th Respondents each hold 22.5% of the shares of the 1st Respondent and thus, the majority shareholders of the Company. This is evident from the Regulations of the Company and the Company profile. See Exhibits “JA1” and “JA2”.

[7] It is the case of the Applicants that after fulfilling the conditions for subscription of availing their property worth not less than 1 million Ghana Cedis as security for a credit acility for the Company, and becoming, subscribers to the Regulations of the 1st Respondent, the 2nd, 3rd, 4th and 5th Respondents who had all been involved with the business under the business name PERFECT PERSONAL CARE ENTERPRISE, prior to incorporation of the 1st Respondent, started mounting pressure on the Applicants to pay the sum of Two Hundred Thousand Ghana Cedis (GHC 200,000.00) representing “goodwill” to them (the 2nd, 3rd, 4th and 5th Respondents), the “existing partners”.

[8] That, the “goodwill” not being an outstanding liability on the shares held by the Applicants herein, the 1st Respondent never made a call on the said shares. Yet, the 2nd , 3 rd, 4th and 5th Respondents withheld dividends due the Applicants on account of the unpaid “goodwill”, held a meeting in New York of which no notice had been given the Applicants either as Directors or Shareholders.

[9] That, at the said meeting, the said Respondents purportedly made a call on the shares in their ca