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August 2023

Unit: Company law

21 Questions

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Questions

1a
Formation of companies
​​Explain THREE ways in which persons intending to form a company may avoid personal liability on contracts they make on behalf of the proposed company.
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1b
Auditors Audit of Company Accounts
​​Summarise any FOUR legal duties of a company’s external auditor.
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1c
Company Directors
​​The general rule is that companies must not give loans to directors. However, there are certain circumstances under which a company can give loans to a director. 

 In relation to the above statement, examine THREE such circumstances.
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1d
Formation of companies
​​Outline FOUR contents of a certificate of incorporation of a company.
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2a
Shares Share capital
​​ Distinguish between “participative preference shares” and “non-participative preference shares”.
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2b
Company accounts
​​Highlight FOUR statutory registers that must be maintained and kept at the registered office of a company.
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2c
Receivership, Administration, Liquidation and Dissolution of companies
​​A company can be wound up for failure to pay its debts. Explain to Edna Makena, one of the creditors of Ushindi Co. Ltd, THREE circumstances under which a company may be deemed unable to pay its debts
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2d
Formation of companies
​​Describe THREE types of company prospectuses.
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3a
Company accounts
​​Explain THREE pieces of information that a Director’s report must contain once a company has issued debentures in any financial year.
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3b
Company meetings
​​Summarise SIX contents of a notice of a general meeting.
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3c
Company Directors
​​List FOUR fiduciary duties of company directors.
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3d
The Company Secretary
​​A private company need not have a company secretary. 

 Explain TWO ways in which service and actions are carried out when a private company elects not to have a company secretary.
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4a
Company accounts
​​State SIX elements of proper accounting records under company law.
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4b
Receivership, Administration, Liquidation and Dissolution of companies
​​Highlight SIX offences relating to liquidation of companies.
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4c
Share capital
​​Evaluate FOUR ways in which a company can reorganise its share capital.
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5a
Company Investigation
​​In relation to investigation of company affairs: 
 (i) Explain the purpose of an investigation into a company's affairs under company law.

(ii) Identify FOUR parties that have the authority to initiate an investigation of a company's affairs under company law. 

(iii) Highlight SIX consequences of an adverse finding from investigation of a company's affairs.
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5b
Foreign Companies
​​Describe THREE reporting requirements for foreign companies operating in Kenya.
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6a
Corporate restructuring
​​In relation to corporate restructuring, explain the following terms: 

(i) Compromises.

(ii) Arrangements. 

(iii) Reconstructions. 

(iv) Takeovers.
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6b
Nature and classification of companies
​​Discuss THREE advantages and THREE disadvantages of the principle of legal personality.
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7a
Audit of Company Accounts
​​Describe FOUR types of opinions that can be issued in an Auditor’s report.
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7b
Membership of a company
​​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.
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