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Company Law Cpa Section Iv Question Paper
Company Law Cpa Section Iv
Course:Cpa Part Ii
Institution: Royal Business School question papers
Exam Year:2011
CPA SECTION IV
COMPANY LAW
BLOCK RELEASE MOCK - NOVEMBER 2011
QUESTION ONE
a. What disadvantages would one encounter when running a business as a company? (10mks)
b. Outline the process of registering a co-operative society under the co-operative Societies Act (10mks)
QUESTION TWO
Section 13 (1) of the Act allows companies to alter their articles of association.
a. Outline the various restrictions both statutory and common law relating to the alteration of the company's articles (10mks)
b. Companies before incorporation may engage into preliminary contracts (pre-incorporation contracts). Outline the various rules relating to the enforcement of such contracts (10mks)
QUESTION THREE
a. Highlight the terms implied in a contract of sale of shares between a transferor and a transferee (6mks)
b. In relation to company financing differentiate between debentures and shares (6mks)
c. In relation to issuing of shares by companies, explain the rules that govern allotment of shares (8mks)
QUESTION FOUR
Mazao Ltd has adopted table A as its articles:
a. Due to the companies drop in performance the company directors have not recommended any dividend this year. During the company's AGM the members agitated that no dividend would be paid and passed a resolution recommending and declaring a dividend of Sh. 0.8 per share be paid. The directors ignored this directive only to learn that the G.M intends to go to court to compel the board of directors to pay the dividend. Using decided cases advice the directors on their legal position (8mks)
b. Identify the various categories of persons who may not be appointed as director (s) of a company (12mks)
QUESTION FIVE
a. Explain the meaning of the following terms:
i. Poll vote (4mks)
ii. Proxy vote (4mks)
b. In relation to the law of meetings indicate the business of the company that requires each of the following types of resolution:
i. Ordinary resolution (4mks)
ii. Special resolution (4mks)
iii. Resolution requiring special notice (4mks)
QUESTION SIX
a. Highlight the contents of a statutory report (10mks)
b. Outline the various rules that govern the payment of dividends by companies (10mks)
QUESTION SEVEN
a. Outline the various grounds under which a company may be wound up by the coup under just and equitable grounds (12mks)
b. Highlight the various powers the liquidator may exercise without the sanction of the court (8mks)
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