1. Nature and classification of companies
• Nature and characteristics of a company
• Types of companies
• Principle of legal personality and veil of incorporation
• Distinction between companies and other forms of business associations sole proprietorships, partnerships and cooperative societies.
2. Formation of companies
• Promoters and pre-incorporation contracts and deeds.
• Process and drafting documents required to form a company.
• Rules relating to company names
• Memorandum and articles of association
• Certificate of incorporation
• Effects of incorporation
• Execution of a company’s documents
• Alteration of status of companies
3. Membership of a company
• Acquisition of membership
• Register of members
• Rights and liabilities of members
• Cessation of membership
• Register of a company’s beneficial owners
• Derivative actions.
4. Shares
• Classes of shares
• Variation of class rights
• Share certificates
• Issue and allotment
• Transfer and transmission
• Transfer of shares under central depository system
• Mortgaging and charging of shares
5. Share capital
• Meaning and types of share capital
• Raising of share capital
• Prospectus/information memorandum
• Maintenance of capital
• Alteration and Consolidation of share capital
• Dividends
6. Debt capital
• Borrowing powers of a company
• Company assets that can secure a company’s borrowings
• Company debentures
• Company charges
• Meetings and resolutions in respect of debt capital
• Registration of charges
• Remedies for debenture holders
7. Company meetings
• Nature and classification of company meetings
• Types of company meetings held to execute various functions of company meetings
• Methods of holding company meetings
• Essentials of a valid physical, virtual and hybrid meeting Voting
• Resolutions
• Drafting resolutions
• Protection of minority shareholders
8. Company Directors
• Qualifications, appointment and disqualification
• Powers and duties of directors
• Removal and vacation of office
• Register of directors
• Remuneration of directors
• Loans to directors
• Compensation for loss of office
• Disclosure of director’s interest in contracts
• The rule in Turquand’s case/Indoor Management rule
• Insider dealing
9. The Company Secretary
• Qualification, appointment and removal
• Powers and duties of the Company Secretary
• Liability of the Company Secretary
• Register of Secretaries
10. Auditors
• Qualification, appointment and removal
• Remuneration of auditors
• Powers and duties
• Rights and liabilities
11. Company accounts
• Books of accounts
• Form and content of accounts
• Group accounts
• Director’s report
12. Audit of Company Accounts
• Auditor’s report
• Annual returns
13. Company Investigation
• Investigation of company affairs
• Appointment and powers of inspectors
• Inspector’s report
14. Corporate restructuring
• Need for restructuring
• Mergers
• Post – merger reorganisation of a company’s share capital
• Takeovers and acquisitions
• Mergers and divisions of public companies
• Compromises, arrangements, reconstructions and amalgamations
15. Receivership, Administration, Liquidation and Dissolution of companies
• Meaning of receivership, administration and dissolution
• Appointment and vacation of office the Official Receiver
• Powers and duties of a receiver
• Termination of receivership
• Appointment of an administrator
• Functions and powers of an administrator
• Process of administration
• Termination of appointment and replacement of administrators
• Company voluntary arrangements
• Meaning of liquidation
• Types of liquidation
• Appointment, powers and duties of liquidators
• Discharge of liquidators
• Distribution of assets and dissolution of companies
16. Foreign Companies
• Process of registering a company
• Certificate of registration
• Power to hold land
• Registration of charges
• Accounts of foreign companies
• Service of process and notices on foreign companies
• Returns
• Penalties
• Cessation of business