Get premium membership and access questions with answers, video lessons as well as revision papers.
Under Section 219 (f) of the Companies Act, “a company may be wound up by the court, if the court is of the opinion that it is just and equitable, that the company should be wound up.” Companies have been wound up on this ground in the following circumstances:
a)
- Fraudulent or illegal purpose
- Inte Thomas Edward Brinsmead & Sons Ltd
- Failure of the substratum
- Inre German Date Coffee.
- Inre Baku Consolidated Oil Fields.
- Inre Amalgamated Syndicate.?
-Loss of confidence in the management
-Loch v John Blackwood
- Expulsion or exclusion from management- Inre Westbourne Galleries Ltd
- Inre Lundie Brothers Ltd
- The company is „a bubble?
-Inre London and County Coal Ltd
- Oppression of Minority
- Deadlock in management and membership
Inre Yenidje Tobacco Ltd Inre Modern Retreading Ltd)
- All floating charges created by the company crystallize and become fixed.
- The company ceases to carry on business except such as may be required for the beneficial winding up of the company.
- Any disposition of the company?s property including chose in action, any transfers of shares or alteration in the status of members of the company is void.
- Any attachment, distress or execution put in force against the estate or effects of the company is void.
- Actions or legal proceedings by or against the company are automatically stated.
-By virtue of his office, the official receiver becomes the provisional liquidator.
- Director?s powers become functus officia.e. not exercisable.
- Employees of the company are ipso facto dismissed. However, those who continue to render services and receive wages are deemed to have entered into a new contract of service with the liquidator.
marto answered the question on February 6, 2019 at 05:57
- Outline the legal rules that govern the appointment of an Administrative Receiver by a holder of a floating charge. (Solved)
Outline the legal rules that govern the appointment of an Administrative Receiver by a holder of a floating charge.
Date posted: February 6, 2019. Answers (1)
-
b) The directors of Alumasi Co. Ltd borrowed Shs.20 million from Maendeleo Bank. The Bank was informed that the money was intended to...(Solved)
b) The directors of Alumasi Co. Ltd borrowed Shs.20 million from Maendeleo Bank. The Bank was informed that the money was intended to be used to expand the company‟s horticultural business. The bank however, did not ask for the company‟s Memorandum of Association and lent the money. The money was spent for purposes not intended. These facts have come to light and Maendeleo Bank seeks your advice on whether the bank can successfully recover the money.
Advise the bank.
Date posted: February 6, 2019. Answers (1)
- Distinguish between a Fixed Charge and a Floating Charge(Solved)
Distinguish between a Fixed Charge and a Floating Charge
Date posted: February 6, 2019. Answers (1)
- Describe the duties of an Auditor as set out under the Companies Act.(Solved)
Describe the duties of an Auditor as set out under the Companies Act.
Date posted: February 5, 2019. Answers (1)
- Highlight the requirements to be met before a notice of meeting served on members can be held to be valid.(Solved)
Highlight the requirements to be met before a notice of meeting served on members can be held to be valid.
Date posted: February 5, 2019. Answers (1)
- The rule in Foss v Harbottle establishes the principle that where a wrong is done to the company, the proper plaintiff is the company itself....(Solved)
The rule in Foss v Harbottle establishes the principle that where a wrong is done to the company, the proper plaintiff is the company itself. However, where the wrong is done by the company directors, it may be impossible for the company to sue. In such a case, a derivate action may be the only option.
a) Explain what is meant by “derivative action”.
b) Describe the conditions that must be satisfied before a derivative suit can be instituted
Date posted: February 5, 2019. Answers (1)
- Define the term "prospectus" and explain the circumstances under which a company may issue a prospectus(Solved)
Define the term "prospectus" and explain the circumstances under which a company may issue a prospectus.
Date posted: February 5, 2019. Answers (1)
- Explain the Statutory and Common Law Rules that govern raising and maintenance of share capital of a company. (Solved)
Explain the Statutory and Common Law Rules that govern raising and maintenance of share capital of a company.
Date posted: February 5, 2019. Answers (1)
- Wafula, one of the Directors of Hopeful Co. Ltd is unsure of his duty of care and skill as a director of the company....(Solved)
Wafula, one of the Directors of Hopeful Co. Ltd is unsure of his duty of care and skill as a director of the company. He seeks your advice on this. Advise him.
Date posted: February 5, 2019. Answers (1)
- Hopeful, a private limited company has adopted Table A as its Articles of Association. The company now, wishes to alter the Articles of Association.
...(Solved)
Hopeful, a private limited company has adopted Table A as its Articles of Association. The company now, wishes to alter the Articles of Association.
Outline the procedure to be followed to effect the change.
Date posted: February 5, 2019. Answers (1)
- In relation to company law describe the common law duties of a Promoter.(Solved)
In relation to company law describe the common law duties of a Promoter.
Date posted: February 5, 2019. Answers (1)
- In relation to company law,discuss the rules that govern pre-incorporation contracts. (Solved)
In relation to company law,discuss the rules that govern pre-incorporation contracts.
Date posted: February 5, 2019. Answers (1)
- In relation to company law:
a) Explain the meaning of the term “Promoter”. (Solved)
In relation to company law:
a) Explain the meaning of the term “Promoter”.
Date posted: February 5, 2019. Answers (1)