In the quiet courtrooms of Ghana, behind the formalities of legal robes and wooden benches, a subtle legal challenge is emerging. It is not about politics or crime. Rather, it’s about marriage, money, and the hidden power of corporate law.
What happens when a spouse hides marital assets behind a company name? Can justice see through the veil that law itself has built, and what does it look like when love, law, and business collide?
These are the provocative questions at the heart of “When the Corporate Veil Hides the Matrimonial Estate: A Case for Legal Reform in Ghana,” written by Priscilla Akua Vitoh and published in the Journal of African Law (2025). In this forward-looking paper, Vitoh argues that Ghana’s legal system must be reformed to protect financially disadvantaged spouses in divorce cases where corporate structures are used to conceal assets.
Her argument bridges two worlds: company law, which shields companies as separate legal entities, and family law, which seeks fairness in the distribution of marital property. When these worlds collide, the law faces a dilemma: Should the courts uphold separate legal personality at the cost of fairness or lift the corporate veil to reveal the truth?
In exploring this question, Vitoh calls for a delicate balance between upholding business integrity and ensuring justice for financially vulnerable spouses. Her proposal, grounded in a comparative analysis between Ghana and the United Kingdom, suggests that it is possible to achieve both legal certainty and equitable outcomes, only if the Ghanaian court is willing to “lift” the corporate veil rather than “pierce” it.
The Problem: When Companies Become Shields
Across Ghana, many couples build lives intertwined with business; forming companies, investing, and acquiring property together. Yet, as Vitoh observes, the same corporate structures that enable growth can also hide wealth when marriage ends.
Because a company is a separate legal entity, any property in its name belongs to it alone. This allows a financially dominant spouse to move assets into a company and, on paper, place them outside the matrimonial pool.
As Vitoh explains, this turns corporate personality into a practical barrier for courts trying to divide property fairly. The financially vulnerable spouse, usually the one who contributed through unpaid care or informal labour, may be left with little leverage. She frames the issue as a gap between commercial form and family justice: how to respect legitimate business structures without allowing them to be used as shields against fairness when a marriage ends.
The author reminds readers that the misuse of company law in divorce cases is more than a technical flaw; it’s a matter of justice and equality. When one spouse hides wealth through a company, the imbalance often mirrors broader gendered power gaps.
Ensuring fair asset division, she argues, strengthens women’s property rights and aligns with global equality goals such as SDG 5. A veil-lifting approach would make the process more transparent, preventing financially dominant spouses from exploiting legal structures.
In this way, Vitoh links corporate reform to social fairness and economic empowerment, ensuring that equity within marriage keeps pace with modern business realities.
The English Precedent: Lessons from Prest v Petrodel
To illustrate how the law might respond when companies are used to conceal marital property, the author turns to English jurisprudence, most notably the landmark case Prest v Petrodel Resources Ltd (2013), alongside related decisions that have shaped how courts interpret ownership and control within company structures.
The dispute in Prest involved a wealthy businessman who held several properties through companies he controlled. His wife sought a fair share during their divorce, but the companies claimed the assets were theirs alone.
The UK Supreme Court agreed that the company had a separate legal personality, yet found that the husband’s control and use of the company justified treating those assets as part of the marital estate.
From this case emerged what became known as the “concealment principle.” The idea is that courts do not have to destroy or ignore a company’s existence to achieve fairness; instead, they can look behind the company’s structure to uncover who truly owns or controls the assets.
This approach is distinct from “piercing the corporate veil,” a doctrine developed in earlier English cases such as Gilmore Motor Co Ltd v Horne and Trust AB v Smallbone (No. 2), in which courts disregarded a corporation’s separate legal personality to expose fraud or deceit.
“Piercing the veil” means disregarding the company’s separate legal personality altogether and treating the company and its owner as one, usually in cases of fraud, sham, or improper conduct. It effectively collapses the legal boundary between the individual and the company.
By contrast, “lifting the veil” does not erase the company’s existence. It merely allows the court to examine the reality behind the corporate form to see who benefits or controls the assets, while still preserving the company’s separate legal personality.
Vitoh notes that this conceptual clarity is missing in Ghanaian jurisprudence, where the terms “piercing” and “lifting” are frequently used interchangeably. As a result, courts hesitate to intervene unless there is clear evidence of fraud, leaving little room to address cases in which the company is used illegally but inequitably, such as to hide marital assets.
She therefore argues that Ghana could adopt the English-style “veil lifting” approach: one that allows courts to reveal beneficial ownership for fairness, without undermining the legitimacy of corporate law. This would give Ghanaian judges a more nuanced and flexible tool to deliver equitable outcomes in matrimonial property cases.
Ghana’s Legal Landscape
In Ghana, courts have traditionally taken a cautious approach to interfering with a company’s separate legal personality. Judges are generally reluctant to disregard that separation unless there is clear evidence of fraud, sham, or improper conduct.
This restraint has deep roots in Ghana’s common law heritage, where corporate personality is seen as fundamental to commercial certainty and investor confidence.
As Priscilla Akua Vitoh explains, caution serves an essential purpose; it protects the stability of business law. But it also leaves a troubling gap when company structures are used not for legitimate business reasons, but to shield marital property during divorce.
Because the courts rarely pierce the corporate veil except for proven fraud, a spouse who uses a company to hold assets can effectively keep those assets beyond the reach of the other partner.
This judicial restraint is consistent with precedents such as Worldwide Shipping v Darko and EDC Stockbrokers v CIG Microfinance, where the courts pierced the corporate veil only after finding personal misconduct and abuse of the corporate form.
Even in cases like Blue Sky Products v Attorney General and Nana Obeng Akrofi v Dorothy Obeng Akrofi, where questions of ownership and fairness arose, the courts maintained the company’s separate personality unless fraud or illegality was proven. The result is a system that protects the integrity of company law but sometimes at the expense of fairness in family relations.
Ghana’s statutory framework reinforces this conservative approach. The Companies Act, 2019 (Act 992) narrowly defines the circumstances under which the veil may be lifted, for example, when directors breach specific duties, operate without the required officers, or fail to meet minimum capital requirements.
Likewise, the Land Act, 2020 (Act 1036), recognises equitable ownership between spouses but focuses on registration and title rather than beneficial control. When property is held by a company, it falls into a legal grey area: it belongs to the company, not to either spouse personally, even when one partner exercises complete control.
The same limitation extends to trust principles. Ghanaian courts may find resulting or constructive trusts in some relationships, but only with clear evidence of contribution or intention, and proof is often obscured by corporate formalities and documentation. As Vitoh notes, this makes it particularly difficult to trace beneficial ownership in companies used to hold family assets.
The result, Vitoh suggests, is a system that upholds business integrity but can undermine fairness in the domestic sphere. Ghanaian courts have the tools to protect commerce, but not always the flexibility to deliver equitable outcomes within marriage. This tension between commercial certainty and social justice is precisely what Vitoh’s proposed reforms aim to address.
Balancing Fairness and Legal Certainty
Vitoh acknowledges that any reform must tread carefully. The goal, she argues, is not to dismantle corporate law but to refine its application in family justice. Ghanaian courts, like their English counterparts, must balance two imperatives: protecting the sanctity of the corporate veil and preventing its misuse to hide marital property.
In her analysis, she notes that English courts have already shown how this can work. In cases such as Prest v Petrodel, the company’s legal personality remains intact, but judges look behind it to uncover assets genuinely controlled by one spouse. This approach allows the law to identify property concealed behind a corporate name without undermining business integrity.
Vitoh’s proposal emphasises that veil-piercing should remain exceptional: reserved for outright fraud or abuse, while veil-lifting should become a principled tool for fairness.
By examining beneficial ownership and applying equitable doctrines such as resulting or constructive trusts, courts can ensure that wealth accumulated through a marriage is distributed justly, even when held under a company.
She also acknowledges potential concerns. Expanding veil-lifting too broadly could open the floodgates to abuse, introduce uncertainty into commercial law, or discourage legitimate corporate planning. However, Vitoh maintains that a fact-specific, evidence-based approach can prevent abuse while still safeguarding fairness. Courts would only intervene when there is credible proof that a company was used to conceal or unfairly control marital assets.
This balanced model, she suggests, would bring clarity and confidence to Ghana’s legal system, assuring businesses that their corporate structures remain protected while assuring spouses that justice does not stop at the edge of a balance sheet.
Conclusion
At its core, Priscilla Akua Vitoh’s argument is both simple and profound: justice in marriage demands that the law looks not only at names on paper, but at the hands that hold the power. In a system where companies can function as tools of enterprise yet also as shields of inequity, she calls on Ghana’s courts to find a better balance between legal form and human reality.
By bridging corporate law and family equity, Vitoh challenges the boundaries of Ghanaian jurisprudence. She demonstrates that fairness in divorce need not come at the expense of business integrity; it simply requires the courts to see beyond structure to substance and beyond ownership to control.
Her call to reform is practical as well as principled: reserve veil-piercing for fraud and abuse, but use veil-lifting to expose the truth and ensure equitable distribution. This approach preserves corporate confidence while protecting fairness in the home.
Ultimately, Vitoh’s vision extends beyond legal doctrine. It is about restoring trust: in marriage, in the law, and in the courts’ capacity to uphold justice when law, love, and business intertwine. By “lifting” rather than “piercing” the veil, Ghana can remove barriers to justice itself.
