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Bmgt 323: Company Law Y3s2 Question Paper

Bmgt 323: Company Law Y3s2

Course:Bachelor Of Commerce

Institution: Kabarak University question papers

Exam Year:2009

COURSE CODE: BMGT 323
COURSE TITLE: COMPANY LAW
STREAM: Y3S2
DAY: FRIDAY
TIME: 9.00 – 11.00 A.M.
DATE: 20/03/2009
INSTRUCTIONS:
Answer ALL questions in section A and any other TWO from Section B.
SECTION A
QUESTION ONE
a) Highlight the differences between a company and a partnership. (15mks)
b) Five of the six signatures in the Memorandum of Association and the Articles of
Association are forged, but the company is registered. The registrar of companies
gets to discover this anomaly. Advise him. (5mks)
QUESTION TWO
a) Come And Talk To Us Company Limited, a duly registered public company, has
approached you as a legal expert to advise them on how they can widen their
membership base. Advise them on how they may achieve their objective.
(10mks)
b) Discuss the defences available to a director/promoter who has been sued for a
mis-statement in a prospectus. (6mks)
c) Discuss the four main grounds by which one may be disqualified from being
director of a company. (4mks)
SECTION B
QUESTION THREE
a) The PROMOTERS OF Madiaba Company (which is in the process of
incorporation) agree to buy a tractor from General Motors Co. Ltd. After
incorporation, the shareholders in a general meeting discovered that they cannot
use the tractor since the objects of the company do not permit farming as one of
the activities it was formed to undertake. They thus resolve not to complete its
purchase. Has General Motors Co. Ltd any course of action against the company?
How about the promoters? Explain your answer clearly. (8mks)
b) Explain when the veil of a company may be lifted by the court. (12mks)
QUESTION FOUR
a) Discuss the contents in a Memorandum of Association. (10mks)
b) What are the grounds of disqualifying a person from being a company director/
(5mks)
c) What are the restrictions imposed by courts on the power of a company to alter its
Articles of Association? (5mks)
QUESTION FIVE
a) Explain what a prospectus is, in company law. (5mks)
b) What are the contents of a prospectus? (10mks)
c) Discuss the fiduciary position of a promoter? (5mks)
QUESTION SIX
a) Explain in detail the process of forming a company in Kenya. (15mks)
b) Name any five duties a director of a company has (5mks)

Bmgt 323: Company Law Y3s2 Question Paper

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