Her central contention is that Act 915 creates a one-directional piercing of the corporate veil. While the law holds a manager personally liable for the company's tax debts, no provision makes the company reciprocally liable for the manager's personal debts, a structure she describes as a "legal asymmetry" that exposes managers to the financial risks of corporate tax failures without any corresponding benefit or protection. She contrasts this with the separate legal personality doctrine codified in sections 14 and 18 of the Companies Act, 2019 (Act 992), arguing that Act 915 unilaterally pierces that doctrine without requiring any showing of fraud or sham, the normal threshold the courts apply before disregarding a company's separate identity, as in Quartson v. Quartson.

On proportionality, the plaintiff argues that section 58 does not require the Commissioner-General to first exhaust recovery remedies against the entity's own assets before pursuing a manager's private property, calling this an arbitrary interference with property rights that is not reasonably justifiable in a democratic society. She further submits that the provision disrupts the equality guarantee in article 17 by subjecting managers, as a class, to a burden not imposed on comparable classes, without the differentiation being shown to be fair, reasonable, or rationally connected to any legitimate objective, applying the framework the Supreme Court set out in Nartey v. Gati.

On vagueness, the plaintiff submits that section 58(7)'s definition of a "manager," which includes anyone who "participates or may participate" in senior management decisions or merely "purports to act" as a manager, is circular and fails to supply any objective or functional test. She argues this leaves ordinary employees, including those with titles such as project coordinators or departmental heads who may have no real financial authority, unable to know in advance whether they fall within the law's reach. She further contends that the Commissioner-General has been left to determine who qualifies as a "manager" without any published Constitutional or Legislative Instrument prescribing objective criteria, in violation of article 296(c), which she says imposes a mandatory duty on non-judicial authorities exercising discretionary power to publish regulations governing its exercise, relying on Ransford France v. Electoral Commission & Attorney-General.

Burden of Proof

The plaintiff's statement of case also addresses who must bear the burden of proof in the litigation. While acknowledging the general rule that "he who alleges must prove," reflected in the Supreme Court's reasoning in National Democratic Congress v. Electoral Commission, she argues that once a restriction on a constitutionally guaranteed right is shown, the burden shifts to the State to justify that restriction, drawing an analogy to the heavy burden placed on government to justify prior restraints on expression in cases such as Ghana Independent Broadcasters Association v. Attorney-General. On this basis, she contends it falls to the Ghana Revenue Authority to justify why a manager, as a legal person potentially separate from the entity, should bear joint and several liability for the entity's tax debt.

The Defendants

The Ghana Revenue Authority is sued as the body statutorily charged under the Ghana Revenue Authority Act, 2009 (Act 791) with tax administration and compliance, while the Attorney-General is sued in the constitutionally mandated capacity as principal legal adviser to the Government, required under Article 88 of the Constitution and the State Proceedings Act, 1998 (Act 555) to defend actions brought against the State. Neither defendant's statement of case had been addressed in the portions of the record reviewed, and the matter remains pending before the Supreme Court.

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