Company Law CPA KASNEB notes

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

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