Hbc2201:Company Law Question Paper

Hbc2201:Company Law

Course:Bachelor Of Commerce

Institution: Meru University Of Science And Technology question papers

Exam Year:2013

QUESTION ONE – (30 MARKS)
(a) Explain the distinguished features of a company. (5 Marks) (b) “The corporate entity will be disregarded only in exceptional cases, and these cases are exceptions to the principle of Solomon V Solomon Co Ltd” Discuss the various cases in which corporate veil can be lifted. (10 Marks) (c) Explain the merits and shortcomings of a corporation as a business entity. (8 Marks) (d) “The promoter stands in a fiduciary relation to the company which he promotes”. In the light of this statement, discuss the fiduciary position of a promoter. (4 Marks) (e) Explain the differences between shares and debentures. (3 Marks)
QUESTION TWO – (20 MARKS)
(a) Discuss the kinds of alteration of objects of a memorandum. (10 Marks) (b) “The doctrine of ultra vires is best illustrated in case” Ashbury Railway Carriage and Iron Co. Ltd V. Riche”. In view of this case, explain the effects of ultra vire s transactions. (10 Marks)
QUESTION THREE – (20 MARKS)
(a) Discuss the relations of Articles and memorandum. (6 Marks) (b) Explain the meaning of “Doctrine of Constructive Motive” or Constructive Notice of Memorandum and Articles” (4 Marks) (c) Discuss the exceptions to the “Doctrine of indoor management” (10 Marks)
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QUESTION FOUR – (20 MARKS)
“Misstatement or non-disclosure of any material facts in the prospectus are both fatal to the validity of the contract” Explain the conditions under which the subscriber for shares or debentures can rescind the contract before liquidation. (20 Marks)
QUESTION FIVE – (20 MARKS)
(a) Discuss as to what extent is it true that dividends may be paid only out of profits. (10 Marks) (b) Explain the ways the name of a person who has agreed to become a member is placed on the register. (10 Marks)

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