Loading...
Back to Unit

Membership of a company

Unit: Company law

Premium Topic Resources

Sign in to download the full Topic PDF and enable offline revision mode.

Login to Access
Join the community! 550+ students upgraded in the last 24 hours. Limited Discount Seats Available

August 2025

1 Questions
Question 1b
​​Failure to maintain an accurate register of members can lead to several legal consequences to a company. 

 Outline SIX of these consequences.


Answers and Explanations are locked.

Login to View Answer

April 2025

1 Questions
Question 2b
​​Discuss SIX rights of members of a registered company in your country.


Answers and Explanations are locked.

Login to View Answer

December 2024

2 Questions
Question 2b
​​Explain FIVE ways that a person can cease to be a member of a company in your country.


Answers and Explanations are locked.

Login to View Answer
Question 2a
​​It is a requirement by law that every company should keep a register of its members. Identify FIVE content of this register.


Answers and Explanations are locked.

Login to View Answer

August 2024

1 Questions
Question 2c
​​Discuss SIX ways in which a person might acquire membership in a company.


Answers and Explanations are locked.

Login to View Answer

April 2024

2 Questions
Question 4b
​​Analyse SEVEN rules governing beneficial owners of companies in your country.


Answers and Explanations are locked.

Login to View Answer
Question 2a
​​Highlight SIX legal effects of the articles of association of a company.


Answers and Explanations are locked.

Login to View Answer

December 2023

1 Questions
Question 2
​​(a) Explain the term “membership” in a company. 

(b) Describe TWO different types of membership that may exist in a company. 

(c) Alan Simba purchased shares in NZE Company Ltd. hence became a shareholder. He is unaware of his rights as a shareholder and has approached you to advise him on his rights as a shareholder. Advise Alan Simba on SIX rights conferred upon him for being a shareholder of the company. 

(d) (i) Explain the term “bonus shares”.

(ii) Explain THREE reasons why a company may issue bonus shares to its shareholders.


Answers and Explanations are locked.

Login to View Answer

August 2023

1 Questions
Question 7b
​​With specific reference to beneficial ownership: 

 (i) Explain THREE criteria that a beneficial owner must satisfy. 

 (ii) State SIX particulars to be entered in the register of beneficial owners as prescribed by the regulations on beneficial ownership.


Answers and Explanations are locked.

Login to View Answer

April 2023

2 Questions
Question 5b
​​Highlight the circumstances under which a company might decline to register a transfer of shares.


Answers and Explanations are locked.

Login to View Answer
Question 3a
​​In relation to company membership: 

(i) Describe TWO rules which a company might use to remove from its register of members details of a former member. 

(ii) Explain the circumstances under which a court might order rectification of the register of members of a company. 

(iii) Explain FOUR disadvantages that a minority shareholder may face in bringing a derivative action.


Answers and Explanations are locked.

Login to View Answer

December 2022

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


Answers and Explanations are locked.

Login to View Answer
Question 3b
​​Highlight THREE items that form the content of a members’ register in a company.


Answers and Explanations are locked.

Login to View Answer
Question 3a
​​Describe SEVEN reasons why a shareholder’s membership in a company might be terminated.


Answers and Explanations are locked.

Login to View Answer
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.


Answers and Explanations are locked.

Login to View Answer

August 2022

1 Questions
Question 4a
​​Highlight eight rights of a member of a company.


Answers and Explanations are locked.

Login to View Answer

April 2022

3 Questions
Question 1b
​​Identify four types of particulars to be registered with respect to a company's beneficial owner.


Answers and Explanations are locked.

Login to View Answer
Question 1a
Highlight six ways in which a person might become a member of a company.


Answers and Explanations are locked.

Login to View Answer
Question 6a
​​David is a director of a registered company that does not have a share capital. The company has proposed to vary the rights of a certain class of members, some of whom have bitterly resisted the proposal prompting David to seek your legal advice. 

Advise David on five ways through which the proposed variation of class rights might be effected.


Answers and Explanations are locked.

Login to View Answer
Question 2b
​​Outline the information that should appear in a company’s register of members.


Answers and Explanations are locked.

Login to View Answer
Question 2a
​​Highlight four reasons that form a basis for a derivative claim in Kenya.


Answers and Explanations are locked.

Login to View Answer
Question 2c
​​Explain five legal requirements for the beneficial owner’s register in Kenya


Answers and Explanations are locked.

Login to View Answer

December 2021

1 Questions
Question 1b
​​(i) Explain the meaning of the term derivative action.

(ii) Identify three possible defendants in a derivative claim.

(iii) Determine three possible orders that the court might issue upon hearing an application for permission to continue a derivative claim. 


Answers and Explanations are locked.

Login to View Answer

May 2021

1 Questions
Question 5b
​​Mutiso, a member of Tusonge Company Ltd., inspected the register of members of the company and noted that his name had been omitted. 

Advise Mutiso on how he should proceed to have his name entered in the register.


Answers and Explanations are locked.

Login to View Answer

November 2020

1 Questions
Question 4a
​​Describe five pieces of information to be provided to a company by a person who intends to inspect the company's register of members.


Answers and Explanations are locked.

Login to View Answer

November 2019

1 Questions
Question 1a
​​ In relation to the membership of a company: 

(i) Highlight six ways through which a person might cease to become a member of a company. 

(ii) Outline four rights of a member in relation to meetings of a company.


Answers and Explanations are locked.

Login to View Answer

May 2019

2 Questions
Question 4b
​​Gipange Limited has a share capital of Sh.50,000. The membership of the company has reduced from forty five members to one member and the register of members was not properly kept. The directors of Gipange Limited have sought your advice regarding the maintenance of a company's register of members.

In relation to the above facts:

(i) Outline four particulars which might have been contained in Gipange Limited's former register of members.

(ii) Indicate two contents of Gipange Limited's current register of members.


Answers and Explanations are locked.

Login to View Answer
Question 1a
​​The shares of United Limited, a private company are held by Jane, John and Alex. Jane and John hold 90% of the company's shares. However, they feel that the company is in need of further capital but due to squabbles, they are not willing to inject additional funds as long as Alex still holds some shares in the company. Further, Jane and John believe that Alex has another business which is competing with that of United Limited. To resolve the problems, Jane and John propose to alter the company's articles of association by adding two new articles. 

The first article will enable the shareholders of 90% of the company's shares to compulsorily acquire the shares of the minority shareholder. The second article will require any shareholder who carries on competing business with the company's business to transfer his shares to the nominee of the directors. 

Alex is aggrieved by the proposed alterations and comes to you for advice. 

Required: 
Advise Alex on the validity of the proposed alterations to the articles.


Answers and Explanations are locked.

Login to View Answer

May 2018

1 Questions
Question 5b
​​In relation to membership of a company:

(i) Describe three ways through which a person might become a member of a company.

(ii) Elaborate the process of effecting changes to the register of members.


Answers and Explanations are locked.

Login to View Answer

November 2017

1 Questions
Question 5a
​​ Explain five circumstances under which a member of a company might be held liable beyond his limited liability.


Answers and Explanations are locked.

Login to View Answer

May 2017

2 Questions
Question 1c
​​(i) Identify two instances when the High Court might rectify the register of members of a company. 

(ii) Discuss four ways through which a person's membership of a company might cease.


Answers and Explanations are locked.

Login to View Answer
Question 1b
​​Describe three circumstances under which the veil of incorporation of a company might be lifted under case law.


Answers and Explanations are locked.

Login to View Answer

November 2016

1 Questions
Question 4a
​​ With reference to membership of a company: 

(i) Summarise eight rights of members to communication on company information. 

(ii) Highlight two particulars to be entered in a company's register of members.


Answers and Explanations are locked.

Login to View Answer

May 2016

1 Questions
Question 4a
​​ Indicate five liabilities as contributories of present and past members of a company.


Answers and Explanations are locked.

Login to View Answer

November 2015

2 Questions
Question 3a
​​ Describe six matters which might be included in the code of best practices of a company to ensure equitable treatment of shareholders of the company.


Answers and Explanations are locked.

Login to View Answer
Question 1b
​​Sometimes a corporate entity works like a boomerang and hits the man who was trying to use it.

With reference to the above statement, describe five exceptional circumstances under which when a shareholder could institute proceedings as the plaintiff instead of those proceedings being instituted in the name ofthe company.


Answers and Explanations are locked.

Login to View Answer
Question 3a
​​State five ways in which a person's membership in a company might cease.


Answers and Explanations are locked.

Login to View Answer