CPA INTERMEDIATE LEVEL
CS INTERMEDIATE LEVEL
COMPANY LAW
TUESDAY: 2 August 2022. Morning paper Time Allowed: 3 hours.
QUESTION ONE
(a) (i) Explain three advantages of a public company over a private company. (6 marks)
(ii) Distinguish between “corporation sole” and “corporation aggregate”. (4 marks)
(b) In relation to Company Directors:
(i) Describe four items that constitute directors’ remuneration. (4 marks)
(ii) Summarise the information on loans, quasi-loans or credit transactions in favour of directors, their controlled bodies corporate and their connected entities that is required to be included in the notes to the financial statements of a company. (6 marks)
QUESTION TWO
(a) In relation to company accounts:
(i) Define the term “annual financial statements”. (2 marks)
(ii) Outline four financial statements prepared a company annually. (4 marks)
(b) The company Secretary is a senior position in a public or private company. With reference to this statement:
(i) Explain the status of a Company Secretary. (3 marks)
(ii) Discuss three duties of a company secretary in a quoted company. (3 marks)
(c) All limited liability companies need to appoint an auditor whose task is to express an independent opinion on whether financial statements show a true and fair view of the financial performance and position of the company.
Required:
Discuss four instances when it could be deemed that the financial statements present a true and fair view of the company. (8 marks)
QUESTION THREE
(a) With reference to formation of companies:
(i) Outline six statutory documents required to form a private company. (6 marks)
(ii) Highlight four common law duties of a promoter. (4 marks)
(b) In the context of share capital:
(i) Explain three ways in which a company might raise share capital. (6 marks)
(ii) Outline four circumstances when shares might be issued at a discount. (4 marks)
QUESTION FOUR
(a) Highlight eight rights of a member of a company. (8 marks)
(b) Explain six rules governing shares and share capital of a company. (6 marks)
(c) Describe the following types of share capital:
(i) Authorised share capital. (2 marks)
(ii) Called-up share capital. (2 marks)
(iii) Fixed and circulating share capital. (2 marks)
QUESTION FIVE
(a) Outline six charges that must be submitted to the registrar of companies for registration. (6 marks)
(b) Highlight three particulars of an existing charge acquired a company that requires to be submitted to the registrar of companies. (6 marks)
(c) Describe eight preliminary guidelines to be effected before a company conducts a virtual meeting. (8 marks)
QUESTION SIX
(a) In relation to company investigations:
(i) Explain the legal effect of an inspector’s report. (2 marks)
(ii) Explain two duties of the management of a company during company investigations. (2 marks)
(iii) Summarise three types of proceedings which might result from the inspector’s report of a company’s investigation. (6 marks)
(b) Explain three circumstances under which the official receiver might apply to the registrar for the early dissolution of a company. (6 marks)
(c) Highlight four grounds for which a company might be liquidated voluntarily. (4 marks)
QUESTION SEVEN
(a) Discuss three ways through which a casual vacancy in the office of a company auditor might be filled. (6 marks)
(b) In the context of mergers and acquisitions:
(i) Explain three types of takeovers. (6 marks)
(ii) Highlight eight motives behind mergers. (8 marks)