PAPER NO. 11 COMPANY LAW |
GENERAL OBJECTIVE |
| To equip the candidate with knowledge on the law governing formation, composition, opeartions and dissolution of a company and a co-operative society |
11.0 SPECIFIC OBJECTIVES |
A candidate who passes this paper should be able to:
- Explain the legal principles relating to the nature and formation of ccompanies
- Explain the legal principles relating to formation, registration, operations and dissolution of co-operative societies
- Describe the legal principles that govern capital of a company
- Evaluate the rights and obligations of the members
- Describe the legal principles that govern the conduct and procedure of company meetings
- Apply the legal principles governing corporate insolvency
- Explain the legal principles relating to companies incorporated outside Kenya
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CONTENT |
11.1 Nature and classification of companies
- Forms of business organisations
- Distinction between companies and other business organisations
- Law relating to other business organisations such as cooperative societies
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11.2 Registration of a company
- Memorandum and articles of association
- Promoters
- Legal consequences of incorporation
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11.3 Share capital
- Types of share capital
- Raising share capital
- Variation of shareholders rights
- Prospectuses
- Alteration, maintenance and reduction of capital
- The acquisition and redemption by a company of its own shares
- Financial assistance by a company for purchase of its own shares
- Dividends
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11.4 Debt capital
- Debentures
- Charges
- Registration of charges
- Remedies for debenture holders
- Borrowing powers of a company
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11.5 Membership of a company
- Ways of becoming a member
- Register of members
- Rights and liabilities of members
- Termination of membership
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11.6 Shares
- Classes of shares
- Issues and allotment
- Transfer and transmission
- Mortgages of shares
- Share warrant
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11.7 Meetings
- Classification of meetings
- Notice of meetings
- Agenda
- Proxies
- Quorum
- Proceedings at the meeting
- Resolutions
- Minutes
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10.8 Directors
- Appointment of directors
- Qualification, disqualification and removal of directors
- Powers and duties of directors
- Compensation for loss of office
- Loans to directors
- Register of directors
- Disclosure of directors' interest in contracts
- The Turquand's rule
- Investor protection
- Insider dealing
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11.10 Auditors
- Qualification, appointment and removal
- Remuneration of auditors
- Powers and duties
- Vacation of office
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11.11 Company accounts, audit and inspection
- Form and content of accounts
- Books of accounts
- Group accounts
- Directors' report
- Auditor's report
- Investigation by the registrar
- Appointment and powers of inspectors
- Inspector's report
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11.12 Corporate insolvency
- Winding up by court
- Voluntary winding up
- Liquidators: appointment and duties
- Release of liquidators
- Offences relating to liquidation
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11.13 Alternatives to winding up
- Reconstruction
- Amalgamation
- Mergers and take over
- Schemes of arrangement
- Rights of shareholders
- Rights of creidtors |
11.14 Companies incorporated outside Kenya
- Provisions as to establishment of place of business in Kenya
- Documents to be presented to the Registrar
- Certificate of registration
- Power to hold land
- Returns
- Registration of charges created
- Accounts of foreign companies
- Name of foreign company
- Service on foreign company
- Cessation of business
- Penalties
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| Previous: Taxation Next: Financial Reporting | Index |