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Pilot September 2015

Unit: Company law

23 Questions

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Questions

1a
Formation of companies
​​ (i) Explain the meaning of the term "promoter" in the context of company law. 

(ii) Discuss three duties of a promoter of a company.
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1b
Formation of companies Foreign Companies
​​Outline the contents of a prospectus issued in Kenya by a foreign company.
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1c
Formation of companies
​​Explain the restrictions imposed on promoters of a company in relation to choice of name.
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2a
Nature and classification of companies
​​Discuss five ways in which the veil of incorporation might be lifted under statutory provisions
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2b
Formation of companies
​​Tom and Harry were in the process of incorporating a company called Foot Shoes Itd. The objects of the company were to make and sell shoes. Before the process of incorporation was complete, Tom entered into a contract with Clean Leather Ltd. under which Clean Leather Ltd. agreed to supply Foot Shoes Ltd. with leather worth one million shillings. 

The price was to be paid in four installments of two hundred and fifty thousand shillings each, over a period of one year. 

Tom signed the contract as follows: "Signed by Tom, on behalf of Foot Shoes Ltd.". By the time the leather was delivered, Foot Shoes Ltd. had been incorporated. 

However, after the second installment had been paid, Foot Shoes Ltd. was unable to pay the balance. 

Advise Clean Leather Ltd. on how to recover the outstanding amount of five hundred thousand shillings.
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3a
Membership of a company
​​State five ways in which a person's membership in a company might cease.
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3b
Company meetings Company accounts
​​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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3c
The Company Secretary
​​Explain four duties of a company secretary.
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3d
Company Investigation
(i) Define the term "derivative action". 

(ii) Explain four characteristics of a derivative action.
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4a
Debt capital
​​ When debentures are offered for public subscription, the company usually enters into a trust deed with trustees. 

List six contents of a trust deed.
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4b
Formation of companies
​​Explain four acts or omissions which might give rise to criminal liability in respect of a prospectus.
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4c
Corporate restructuring Shares
​​Outline three conditions to be fulfilled before the court can approve a reduction of capital of a company.
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5a
Auditors Audit of Company Accounts
​​ Explain three grounds for removal of an auditor of a company.
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5b
Shares Share capital
​ ​​State four special rights conferred to holders of preference shares of a company.
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5c
Debt capital
​​ Discuss three events when a floating charge might crystallise.
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5d
Receivership, Administration, Liquidation and Dissolution of companies
​​Explain four grounds under which a court might deem it just and equitable to wind up a company.
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6a
Receivership, Administration, Liquidation and Dissolution of companies
​​In the context of companies in financial difficulty, distinguish between "winding up" and "receivership".
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6b
Company accounts
​​ List five registers that must be maintained by a company.
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6c
Company Directors
​ ​​ Explain the meaning of 'connected persons' in relation to insider dealing.
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6d
Company Investigation
​​Outline three powers of an inspector appointed to investigate the affairs of a company.
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7a
Corporate restructuring
​​In relation to corporate restructuring, explain the statutory provisions relating to schemes of arrangement and compromises.
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7b
Company Directors
​​ Explain four circumstances under which the office of a director might be vacated.
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7c
Nature and classification of companies
 Distinguish between companies and partnerships as forms of business associations.
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