KASNEB Company law - Question 1a

Highlight FIVE rules relating to the naming of companies. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 1c

Explain the difference between a “company limited by shares” and a “company limited by guarantee.”... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 1d

Identify FOUR features of an unlimited company. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 3a

Describe SEVEN reasons why a shareholder’s membership in a company might be terminated. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 3b

Highlight THREE items that form the content of a members’ register in a company. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 4a

Describe the general contents of a company’s annual return. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 4b

Explain the following types of share capital: (i) Paid-Up Capital. (ii) Issued Share Capital. ... [Click to view full question and step-by-step solution]

KASNEB Company law - Question 5c

Highlight SIX instances when one person can form quorum in a company meeting. ... [Click to view full question and step-by-step solution]

December 2022

1a

Nature and classification of companies Formation of companies

Highlight FIVE rules relating to the naming of companies.

1b

Nature and classification of companies

Describe the effect of the principle elucidated by Lord MacNaghten in the case of Salomon-V-Salomon.

1c

Nature and classification of companies

Explain the difference between a “company limited by shares” and a “company limited by guarantee.”

1d

Nature and classification of companies

Identify FOUR features of an unlimited company.

2a

Shares Membership of a company Company meetings

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.

2b

Corporate restructuring

In relation to corporate restructuring:

(i) Define amalgamation as a corporate restructuring strategy.

(ii) Highlight THREE elements of corporate restructuring.

2c

The Company Secretary

With specific reference to company secretaries:

(i) Identify the circumstance under which a private company is required to have a company secretary.

(ii) Describe the ways in which a private company that does not have a company secretary undertakes service of documents and authorises matters that require a company secretary.

3a

Membership of a company

Describe SEVEN reasons why a shareholder’s membership in a company might be terminated.

3b

Membership of a company

Highlight THREE items that form the content of a members’ register in a company.

3c

Shares Share capital

Brian is a preference shareholder in Duniani Company limited. He is entitled to a dividend of 11%. The company has however been suffering losses and has passed a resolution in a general meeting to reduce the dividends on preference shares to 7%.

Advise Brian on:

(i) His rights as a preference shareholder.

(ii) Whether the company can vary the dividends he may be given.

4a

Company accounts Company meetings Membership of a company

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

4b

Shares Share capital

Explain the following types of share capital:

(i) Paid-Up Capital.

(ii) Issued Share Capital.

4c

Receivership, Administration, Liquidation and Dissolution of companies

Summarise the following in relation to company administration:

(i) THREE objectives of administration.

(ii) THREE persons who are entitled to make an application to the Court for an administration order.

(iii) Highlight FOUR powers exercised by an administrator appointed by the Court.

5a

Debt capital

In Re Yorkshire Wool Combers Association Limited, a floating charge is described as one that hovers over the assets of the company as compared to a fixed charge. With reference to the above statement:

(i) Describe THREE circumstances that will cause the crystallisation of a floating charge.

(ii) Outline TWO characteristics of a fixed charge.

5b

Debt capital

Madax Transporters Limited registered a charge on its fleet of motor vehicles in favour of Kopesha Bank to secure a borrowing of Kenya Shillings Fifty Million (Sh. 50,000,000). Madax Transporters Limited has defaulted on the loan repayment.

Outline FOUR options available to Kopesha Bank as the chargee.

5c

Company meetings

Highlight SIX instances when one person can form quorum in a company meeting.

5d

Company meetings

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.

6a

Company Directors

You have been invited to speak at the board induction meeting of Ciffina Limited where three new directors have been appointed.

In relation to the above statement, outline FIVE statutory duties of a director.

6b

Debt capital

Discuss THREE remedies available to a lender who has acted in good faith and without knowledge that the company has borrowed money beyond its powers.

6c

Auditors

The role of a financial auditor is played by a person with the relevant competencies and independence to make appropriate judgement.

Identify FOUR persons who are disqualified from appointment as financial auditors.

6d

Foreign Companies

Highlight FIVE types of returns that must be delivered to the Registrar of Companies by a foreign company.

7a

Company Directors

Directors are required to prepare a directors’ report to accompany the annual financial statements presented to members at an Annual General Meeting (AGM).

Describe FIVE matters that must be captured in a directors’ report.

7b

Company Investigation

Identify FIVE instances when a court may appoint one or more competent inspectors to investigate the affairs of a company.

7c

Receivership, Administration, Liquidation and Dissolution of companies

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

December 2022

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