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Company meetings

Unit: Company law

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August 2025

 1 Questions
Question 3a
​​Identify FOUR ways in which the Companies Act ensures protection of minority shareholders during company meetings.


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April 2025

 1 Questions
Question 4a
​​During a board meeting of Pofu Limited, the directors approved a resolution authorising the company to secure a loan of Sh.10,000,000 to expand its operations. However, debate arose thereafter on whether the resolution required unanimous approval or a simple majority under the company's Articles of Association. One of the directors claimed that the resolution did not follow the requisite steps of drafting resolution. 

 Required: 
(i) Explain TWO ways in which the type of resolution affects its approval requirements. 

(ii) Advise the Board of Pofu limited on the requisite steps of drafting a company resolution to avoid future problems.


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December 2024

 1 Questions
Question 4a
​​In relation to company meetings: 

 (i) Outline FOUR specific essentials and considerations for conducting a hybrid company meeting. 

(ii) Describe THREE types of company meetings.


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August 2024

 2 Questions
Question 3c
​​Amani Limited was scheduled to hold its Annual General Meeting (AGM) on 30 June 2024. The company secretary sent out notice for the meeting on 10 June 2024. On the day of the meeting, only 13 shareholders out of the total 209 shareholders attended the meeting, either in person or by proxy. The company's articles of association specified that the quorum for an AGM was 20 shareholders. During the meeting, the shareholders present approved the annual financial statements and declared a final dividend. 

Required: 
Discuss the legal implications of: 

(i) The notice period. 

(ii) The quorum. 

(iii) Resolutions made during the AGM.


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Question 3d
​​Outline EIGHT general meeting agenda items that require a special resolution under the Companies Act.


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April 2024

 4 Questions
Question 6c
​​XYZ Ltd., a publicly listed company, is scheduled to hold its annual general meeting (AGM) next month. You have been requested to draft an agenda for the AGM and provide guidance on the legal requirements and procedures that must be followed. 

Required: 
Outline FIVE items that should be included in the agenda for XYZ Ltd.’s AGM, and explain the legal requirements and procedures associated with each item.


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Question 5c
​​Patapata Company Ltd. is a company with both ordinary shares and preference shares issued to its shareholders. The ordinary shares carry voting rights whereas the preference shares do not. The company has been performing well and the board of directors proposes a variation of class rights, intending to grant voting rights to the preference shareholders. However, this proposed variation is met with resistance from some of the ordinary shareholders who fear dilution of their voting power. 

Required: 
Analyse the situation and advise the board of Patapata Company Ltd., on the legal framework regarding the variation of class rights.


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Question 4c
​​With reference to shareholding, examine FIVE roles of derivative action.


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Question 2a
​​Highlight SIX legal effects of the articles of association of a company.


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December 2023

 2 Questions
Question 3b
​​(i) Explain the meaning of the term “proxy” in relation to company meetings. 

(ii) Analyse FOUR differences between a “board meeting” and a “general meeting”.


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Question 7b
​​Discuss TWO consequences that could arise when a company fails to lodge proper annual returns on time.


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August 2023

 1 Questions
Question 3b
​​Summarise SIX contents of a notice of a general meeting.


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April 2023

 1 Questions
Question 2a
​With respect to company meetings, answer the following questions: 

(i) Define a “special notice”.

(ii) Highlight TWO circumstances under which a special notice would be required. 

(iii) Describe FOUR matters that require to be determined by members through a special resolution.


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December 2022

 4 Questions
Question 5d
​​Makato Limited will be holding its Annual General Meeting (AGM) in thirty (30) days’ time. The meeting is set to be held at the Kasarani Gymnasium from 10.00 a.m. 

 Outline FOUR items to be indicated in the notice to be shared with the members of the company.


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Question 5c
​​Highlight SIX instances when one person can form quorum in a company meeting.


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Question 4a
​​Describe the general contents of a company’s annual return.


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Question 2a
​​The articles of association form the framework within which the company and its members relate. Highlight FIVE limitations that must be observed when altering the articles of a company.


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August 2022

 1 Questions
Question 5c
​​Describe eight preliminary guidelines to be effected before a company conducts a virtual meeting.


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April 2022

 2 Questions
Question 5b
​​In relation to company meetings, outline six documents which might be annexed to the notice of an annual general meeting.


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Question 5c
​​Highlight two rules to be complied with when drafting the minutes of company meetings.


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Pilot December 2021

 2 Questions
Question 3b
​​Jane is a director of XYZ Limited, a public limited company and would like to call for a general meeting of the company. Give your professional advice to Jane about the following: 

(i) The four methods through which XYZ Limited can give a notice of the general meeting to its members. 

(ii) The legal requirements in Kenya for the meeting if the notice is issued on the company’s website


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Question 3a
​​Distinguish between an “ordinary resolution” and “special resolution”


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December 2021

 1 Questions
Question 2b
​​In the context of virtual general meetings, highlight five key considerations that a company should put in place for the virtual conduct of general meetings.


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September 2021

 1 Questions
Question 4
​​The rule in Royal British Bank vs Turquand is a modification of the normal agency principle of actual, usual and apparent authority. 

(a) With reference to the above statement, discuss five circumstances under which a company might not be held liable to an outsider for the actions of its officer. 

(b) Explain seven requirements necessary for the passing of a special resolution in company meetings. 

(c) Highlight three conditions which a company that is giving notice of a general meeting through the company's website is required to comply with.


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May 2021

 3 Questions
Question 3b
​​Outline three rights that a member of a company has with regards to a general meeting.


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Question 6b
​​In the context of company dividends:

(i) Explain the meaning of the phrase "cutting a melon".

(ii) State three reasons why a limited company might suspend issuing dividends.


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Question 7c
​​The case of Sharp V. Dawes indicates that one person cannot constitute a meeting. 

Explain four exceptions to this rule.


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November 2020

 2 Questions
Question 2c
​​Describe four classes of persons who might effectively demand for a poll during a general meeting. (4 marks) (


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Question 2b
​​Highlight four items of agenda that might be discussed at the Annual General Meeting (AGM) of a company.


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November 2019

 1 Questions
Question 4a
​​ With reference to company meetings:

.(i) Outline four purposes of holding company general meetings.

(ii) Distinguish between "voting by a show of hands" and "voting by poll".


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May 2019

 1 Questions
Question 5b
​​In the context of company meetings:

(i) Outline four circumstances in which a valid meeting might be constituted by one person.

(ii) Describe three means through which written resolutions might be circulated to eligible members. 


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November 2018

 1 Questions
Question 7a
​​With reference to the case of National Dwelling Society Vs Sykes, enumerate five duties and five powers of the Chairman of a general meeting of a company.


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May 2018

 1 Questions
Question 6b
​​In the context of company mectings:

(i) Outline six contents to be recorded in the minutes of a director's meeting.

(ii) Every company must hold an annual general meeting in each year. Explain three purposes of the annual general meeting (AGM). 


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November 2017

 2 Questions
Question 7b
​​ State four documents required when casting votes by poll in company mectings.


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Question 7a
​​ As you are leaving a meeting of the board of directors, you meet Mose Shida, a shareholder, who is aggrieved that since the company was incorporated three years ago, no annual general meeting (AGM) has ever been held by the company. 

Advise Mose Shida on his rights to request for an AGM.


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May 2017

 2 Questions
Question 2b
​​In Sharp V. Dawes, the word "meeting" means a coming together of more than one person. 

With reference to public companies, summarise five exceptions to this rule.


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Question 4b
​​ Highlight four rights of an auditor in relation to resolutions and meetings.


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November 2016

 2 Questions
Question 5c
​​ State four items of agenda at an annual general meeting of a company.


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Question 5b
​​Explain three rules to be observed when drafting the minutes of public company meetings.


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May 2016

 1 Questions
Question 7c
​​With respect to company meetings:

(i) Outline six persons who are eligible to attend meetings.

(ii) Summarise four strict statutory requirements governing notices.


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November 2015

 2 Questions
Question 6b
​​Whereas some powers are only exercisable by the board, others can only be exercised by the general meeting. 

With reference to the above statement, highlight: 

(i) Five powers of the general meeting. 

(ii) Five powers of the board.


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Question 4a
​​Outline the rules governing the following:

(i) Entitlement to notice of a meeting.

(ii) Four contents of a notice of a meeting.


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Pilot September 2015

 1 Questions
Question 3b
​​Every public company must, within a period of not less than one month nor more than three months from the date at, which the company is entitled to commence business, hold a statutory meeting. The statutory meeting enables members of the company to consider the statutory report. 

Outline five contents of the statutory report.


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