The Articles of Associations constitute the rules and regulations by which its internal affairs are governed dealing with such matters as shares, share capital, company’s meetings and directors among others;
Articles of Associations must be signed by seven persons in the case of a public company or two persons if it is intended to form a private company. These signatures must be attested by a witness. If the company has a share capital each subscriber to the share capital must write opposite his name the number of shares he takes and he must not take less than one share.
The Articles of Association are the more important than the memorandum of association in as most court cases in Company Law deal with the interpretation of the Articles.
sharon kalunda answered the question on April 15, 2019 at 05:40
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Explain the meaning and significance of the memorandum of association.
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Explain the meaning and significance of the memorandum of association.
Date posted:
April 15, 2019
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Explain consequences of registration of a company.
(Solved)
Explain consequences of registration of a company.
Date posted:
April 15, 2019
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Explain how a limited company is registered in Kenya
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Explain how a limited company is registered in Kenya
Date posted:
April 15, 2019
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Explain meaning, functions and the differences between holding company and subsidiary company.
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Explain meaning, functions and the differences between holding company and subsidiary company.
Date posted:
April 15, 2019
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What is an unlimited company?
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What is an unlimited company?
Date posted:
April 15, 2019
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What are companies limited by guarantee?
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What are companies limited by guarantee?
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April 15, 2019
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What are companies limited by shares?
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What are companies limited by shares?
Date posted:
April 15, 2019
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What is meant by the term Declaration of Compliance?
(Solved)
What is meant by the term Declaration of Compliance?
Date posted:
April 15, 2019
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Explain how the Capital Authority can ensure:
(i) faster growth and development of the Nairobi Stock Exchange...
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Explain how the Capital Authority can ensure:
(i) faster growth and development of the Nairobi Stock Exchange or Stock Exchange in your country.
(ii) development of other stock exchanges in Kenya or in your country
Date posted:
February 7, 2019
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Answers (1)
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Mwinzi, a holder of shares in Hewa Airways Company Limited deposited his share certificate with a broker, Otieno. Otieno forged Mwinzi's signature on the share...
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Mwinzi, a holder of shares in Hewa Airways Company Limited deposited his share certificate with a broker, Otieno. Otieno forged Mwinzi's signature on the share certificate and transferred the shares to Kuria. When the share certificate and the transfer document were presented to the company for registration, the secretary wrote to Mwinzi advising him of the transfer. Mwinzi did not reply to this letter and Kuria was registered as the new shareholder. Kuria then transferred the shares to Wafula who was registered as the shareholder and a new certificate was issued.
Explain the effect of the forgery.
Date posted:
February 7, 2019
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Answers (1)
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Explain to a new shareholder of a central depository account the circumstances in which a central depository securities account may be suspended.
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Explain to a new shareholder of a central depository account the circumstances in which a central depository securities account may be suspended.
Date posted:
February 7, 2019
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Outline the reasons that may lead to suspension of promoters by a company.
(Solved)
Outline the reasons that may lead to suspension of promoters by a company.
Date posted:
February 7, 2019
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Explain the preliminaries incidental to promotion of a company.
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Explain the preliminaries incidental to promotion of a company.
Date posted:
February 7, 2019
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Explain the effect of the failure by the company to register a charge of a debenture.
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Explain the effect of the failure by the company to register a charge of a debenture.
Date posted:
February 7, 2019
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Answers (1)
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Explain the circumstances when a dividend may become payable and enforceable as a debt against the company.
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Explain the circumstances when a dividend may become payable and enforceable as a debt against the company.
Date posted:
February 7, 2019
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Answers (1)
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(a) Explain the category of persons to whom an auditor owes a duty of care in the preparation of his audit report.
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(Solved)
(a) Explain the category of persons to whom an auditor owes a duty of care in the preparation of his audit report.
(b) Enumerate the rights accorded to an auditor to enable him perform his duties as the auditor of a company.
(c) In Hedley Byrne V. Heller (1964) the court held that provided that it could be established that a special relationship existed between parties it was possible for a person to sue for having suffered a financial loss even though no contractual relationship existed between the parties.
Highlight the factors that should be established in order for a third party to successfully sue an auditor for professional negligence.
Date posted:
February 7, 2019
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Answers (1)
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(a) Outline the qualified minority rights of a member which can only be enforced by the joint efforts of a membership group as defined under...
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(a) Outline the qualified minority rights of a member which can only be enforced by the joint efforts of a membership group as defined under the Companies Act.
(b) The Articles of X Company Ltd provide that every member is entitled to one vote for each of the first ten shares and thereafter to one vote for each additional ten shares. Jane owns one hundred shares. She transfers ten of her shares to her nine nominees to increase her voting powering general meetings. Joseph, who is the chairman at the general meeting, refuses to accept the votes of Jane‟s nominees.
Advise Jane on the validity of the Chairman‟s action and her right as a member.
Date posted:
February 7, 2019
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Answers (1)
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'The rule in the case of Ashbury Railway Carriage Vs. Riche (1875)stated that an act has not been authorized by the objects clause of a...
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'The rule in the case of Ashbury Railway Carriage Vs. Riche (1875)stated that an act has not been authorized by the objects clause of a company's Memorandum of Association in ultra vires to the company and the members cannot ratify it.'
Discuss.
b) Explain the various ways in which persons intending to form a company may avoid
personal liability on contracts they make on behalf of the proposed company.
c) It has been held that the memorandum and Articles of Association of a company shall, when registered, bind the company and the members to the same extent as if the documents has been signed and sealed by each member and contained covenants an the part of each member to observe all the provisions of the memorandum and the articles.
Explain the effect of this provision on the relationship between shareholders and their company and between shareholders themselves.
Date posted:
February 7, 2019
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Answers (1)
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(a) The principle of corporate legal personality is an important and fundamental aspect of company law.
Discuss this statement citing relevant decided cases....
(Solved)
(a) The principle of corporate legal personality is an important and fundamental aspect of company law.
Discuss this statement citing relevant decided cases.
(b) Ropoff Company Ltd., a private limited company, has been under inquiry on alleged fraudulent financial transactions. The officers of the company under suspicion have denied any association with the company.
At the inquiry it was suggested that the corporate veil be lifted and the realities of the company in question be looked into.
Explain the instances when the veil of incorporation may be l
Date posted:
February 7, 2019
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Answers (1)
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Two years ago, Smart Limited issued a series of debentures in favor of Tumaini Bank. The debentures were in the Standard Bank form described as...
(Solved)
Two years ago, Smart Limited issued a series of debentures in favor of Tumaini Bank. The debentures were in the Standard Bank form described as a fixed and floating charge over all the company‟s assets. There was an express term of the debenture that the company would not issue a subsequent fixed charge to rank in priority to the floating charge. Six months later, Smart Limited issued a fixed charge over its freehold property in favor of Mali Bank Mali Bank was unaware of the prohibition. Smart Limited has gone into liquidation and both banks are proving their debts on priority basis.
Discuss the legal position of each bank.
(c) The most common method of securing debentures is to execute a trust deed.
Explain the meaning of a trust deed and outline its advantages
Date posted:
February 7, 2019
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Answers (1)