KASNEB Company law - Question 1c

Outline FIVE instances under common law where the veil of incorporation may be lifted. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 3b

Describe FIVE responsibilities of a company secretary. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 4b

Outline THREE items contained in a company’s auditor report. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 4d

Identify THREE ways in which the appointment of a Court appointed inspector may be terminated. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 5a

Describe THREE circumstances under which a company is allowed to pay commission on shares. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 5b

Highlight the circumstances under which a company might decline to register a transfer of shares. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 5c

Highlight the particulars contained in a company prospectus. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 6b

Highlight SIX powers that a liquidator can exercise without the sanction of the court. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 7a

Highlight FIVE forms of corporate restructuring. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 7b

In the context of debt capital, state FIVE advantages of a trust deed. ... [Click to view full question and step-by-step solution]

April 2023

1a

Nature and classification of companies Formation of companies

A group of four graduates have decided to form a small business firm to deal in import and export trade. You have been appointed as a member of the technical committee to help in registering the firm as a limited liability company.

Explain to the committee the matters below:

(i) The FIVE legal characteristics of the entity that will be registered.

(ii) FIVE particulars to be included in the company’s Memorandum of Association.

1b

Nature and classification of companies

With respect to the nature and classification of companies, distinguish between a registered company and a:

(i) Statutory corporation.

(ii) Partnership.

1c

Nature and classification of companies

Outline FIVE instances under common law where the veil of incorporation may be lifted.

2a

Company meetings

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.

2b

Company Directors

In the context of Company Directors:

(i) Explain the indoor management rule.

(ii) Identify what constitutes Directors’ remuneration.

3a

Membership of a company

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.

3b

The Company Secretary

Describe FIVE responsibilities of a company secretary.

4a

Auditors Audit of Company Accounts

The general rule is that an auditor is only liable to the company for professional negligence. Discuss THREE circumstances under which the auditor of a company might be liable to third parties for professional negligence.

4b

Auditors Audit of Company Accounts

Outline THREE items contained in a company’s auditor report.

4c

Company Directors Company accounts

Directors are required to prepare a director’s report to accompany the financial statement presented to members.

Highlight FOUR matters captured in a director’s report.

4d

Company Investigation Corporate restructuring

Identify THREE ways in which the appointment of a Court appointed inspector may be terminated.

5a

Shares Share capital

Describe THREE circumstances under which a company is allowed to pay commission on shares.

5b

Shares Membership of a company

Highlight the circumstances under which a company might decline to register a transfer of shares.

5c

Shares Share capital

Highlight the particulars contained in a company prospectus.

6a

Receivership, Administration, Liquidation and Dissolution of companies

Highlight FOUR grounds upon which the commissioner of insurance might petition for the winding up of a company

6b

Receivership, Administration, Liquidation and Dissolution of companies

Highlight SIX powers that a liquidator can exercise without the sanction of the court.

6c

Foreign Companies

In the context of foreign companies:

(i) Highlight FOUR particulars contained in a certificate of registration of a foreign company.

(ii) Discuss the options available to a foreign company to establish presence in Kenya.

7a

Corporate restructuring

Highlight FIVE forms of corporate restructuring.

7b

Debt capital

In the context of debt capital, state FIVE advantages of a trust deed.

7c

Receivership, Administration, Liquidation and Dissolution of companies

Highlight the documents that a liquidator must lodge with the registrar of companies when making an application for voluntary winding up of a company.

7d

Receivership, Administration, Liquidation and Dissolution of companies

With respect to company administration, highlight FIVE powers exercised by an administrator appointed by the court.

April 2023

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