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-Corporation sole: This is legally constituted office distinct from the holder and canonly be held by one person at a time after which he is succeeded by another. The office is a body corporate with perpetual succession, capacity to contract, sue or be sued and own property e.g. Office of the Permanent Secretary to the Treasury, Office of the Public Trustee.
-Corporation aggregate: This is a legal entity formed by two or more persons for a
lawful purpose and whose membership consists of at least two persons. It has independent legal existence, capacity to contract, sue or be sued and perpetual succession e.g. private and public companies.
marto answered the question on February 6, 2019 at 08:25
- Happy co. Ltd was incorporated in January 2000 with an authorized share capital of 50,000,000 of one shilling per share which is fully issued and...(Solved)
Happy co. Ltd was incorporated in January 2000 with an authorized share capital of 50,000,000 of one shilling per share which is fully issued and fully paid. The original articles of association gave the directors authority to issue the initial authorized share capital.
The directors are proposing to purchase a plot from Mr Karan for KShs.3,000,000 and to finance the purchase by a fresh issue of 2,000,000 shares at one shilling per share to Mr. Karan. In order to develop the plot they propose to raise further capital by issuing a further 2,000,000 shares of one shilling each. The directors propose that 1,000,000 of the shares should be offered to existing shareholders and 1,000,000 to the general public. The shares to Mr Karan, the existing shareholders and to the general public are to be offered at one shilling and fifty cents each.
Explain the preliminary checks which the directors must make before proceeding with these proposals. State the steps the directors must take to give them effect.
Date posted: February 6, 2019. Answers (1)
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Dividend is payable only in cash to shareholders out of profits available for distribution.
State the rules which determine the extent to which profits...(Solved)
Dividend is payable only in cash to shareholders out of profits available for distribution.
State the rules which determine the extent to which profits arising out of the disposal of fixed assets may be used to pay such dividends.
Date posted: February 6, 2019. Answers (1)
- In order to frustrate a threatened take-over bid, the directors of Kesho Ltd. issue to themselves and their nominees sufficient ordinary shares for cash so...(Solved)
In order to frustrate a threatened take-over bid, the directors of Kesho Ltd. issue to themselves and their nominees sufficient ordinary shares for cash so as to give themselves control of a majority of the shares which give the right to vote at a general meeting.
Mwananchi, a minority shareholder who had hoped to benefit by selling to the bidder, is very annoyed by the action of the directors.
Advise him as to his legal rights.
Date posted: February 6, 2019. Answers (1)
- Describe the various kinds of resolutions that may be passed at general meetings.
State the difference between them and list matters that require such resolutions...(Solved)
Describe the various kinds of resolutions that may be passed at general meetings.
State the difference between them and list matters that require such resolutions to be passed before they can have effect.
Date posted: February 6, 2019. Answers (1)
- In relation to corporate insolvency,
a)
i) Explain what is meant by a contributory.
ii) Distinguish between fraudulent and wrongful trading. Against whom...(Solved)
In relation to corporate insolvency
a)
i) Explain what is meant by a contributory.
ii) Distinguish between fraudulent and wrongful trading. Against whom may proceedings by brought for breaches of provisions against fraudulent trading and wrongful trading?
b) Highlight the powers of the court on hearing a petition.
Date posted: February 6, 2019. Answers (1)
- Highlight the circumstances under which a person may cease to be a member of a
company.(Solved)
Highlight the circumstances under which a person may cease to be a member of a
company.
Date posted: February 6, 2019. Answers (1)
- Birds Limited has three directors: Peacock, Sparrow and Vulture. Explain the legal implication of each of the following situations: a) Vultures son has recently...(Solved)
Birds Limited has three directors: Peacock, Sparrow and Vulture. Explain the legal implication of each of the following situations:
a) Vulture's son has recently come of age and vulture wishes to appoint him a director of
the company.
b) The company is considering the purchase of a substantial quantity of goods from fly ltd., in which sparrow has a large shareholding through he is not a director peacock and vulture are unaware of sparrow's interest in fly ltd.
c) Because of adverse publicity about peacock's private life, vulture and sparrow wish to
remove him as a director, since he refuses to resign.
d) In view of the adverse publicity, vulture and sparrow decide to exclude peacock from participation in the company's affairs.
e) The directors are advised by wise & co., the company's auditors, that there is no possibility of the company trading at a profit in the foreseeable future and no reasonable prospect of its paying its debts
Date posted: February 6, 2019. Answers (1)
- State the requirements of the Companies Act which relate to the company giving
financial assistance for purchase of its own shares....(Solved)
State the requirements of the Companies Act which relate to the company giving
financial assistance for purchase of its own shares. What are the consequences of non - compliance with these requirements?
Date posted: February 6, 2019. Answers (1)
- State and briefly discuss the conditions which must be fulfilled before a company can
either issue or redeem shares which are stated to be...(Solved)
State and briefly discuss the conditions which must be fulfilled before a company can
either issue or redeem shares which are stated to be redeemable.
Date posted: February 6, 2019. Answers (1)
- Y Ltd whose articles are similar to Table A, publish a weekly magazine. In one issue an article is critical of the policies of the...(Solved)
Y Ltd whose articles are similar to Table A, publish a weekly magazine. In one issue an article is critical of the policies of the city commission. A number of Commissioners who are also members of the company requisition a general meeting and secure the passing of an ordinary resolution ordering the company to publish in the next issue a withdrawal of the criticism. The directors of the company are adamant.
The angry commissioners approach you for the purpose of filing an action to compel the directors to publish a withdrawal.
Advise them.
Date posted: February 6, 2019. Answers (1)
- To what extent does the doctrine of constructive notice operate negatively? (Solved)
To what extent does the doctrine of constructive notice operate negatively?
Date posted: February 6, 2019. Answers (1)
- State the powers of the inspection appointed to investigate the affairs of the company(Solved)
State the powers of the inspection appointed to investigate the affairs of the company
Date posted: February 6, 2019. Answers (1)
- Detail the statutory provisions governing the investigation into the affairs of a company
by the registrar. (Solved)
Detail the statutory provisions governing the investigation into the affairs of a company
by the registrar.
Date posted: February 6, 2019. Answers (1)
- State the legal consequences of a winding up order made against a company.(Solved)
State the legal consequences of a winding up order made against a company.
Date posted: February 6, 2019. Answers (1)
- Describe the circumstance under which a company may be wound up on the ground that it is "just and equitable" to do so.(Solved)
Describe the circumstance under which a company may be wound up on the ground that it is "just and equitable" to do so.
Date posted: February 6, 2019. Answers (1)
- Outline the legal rules that govern the appointment of an Administrative Receiver by a holder of a floating charge. (Solved)
Outline the legal rules that govern the appointment of an Administrative Receiver by a holder of a floating charge.
Date posted: February 6, 2019. Answers (1)
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b) The directors of Alumasi Co. Ltd borrowed Shs.20 million from Maendeleo Bank. The Bank was informed that the money was intended to...(Solved)
b) The directors of Alumasi Co. Ltd borrowed Shs.20 million from Maendeleo Bank. The Bank was informed that the money was intended to be used to expand the company‟s horticultural business. The bank however, did not ask for the company‟s Memorandum of Association and lent the money. The money was spent for purposes not intended. These facts have come to light and Maendeleo Bank seeks your advice on whether the bank can successfully recover the money.
Advise the bank.
Date posted: February 6, 2019. Answers (1)
- Distinguish between a Fixed Charge and a Floating Charge(Solved)
Distinguish between a Fixed Charge and a Floating Charge
Date posted: February 6, 2019. Answers (1)
- Describe the duties of an Auditor as set out under the Companies Act.(Solved)
Describe the duties of an Auditor as set out under the Companies Act.
Date posted: February 5, 2019. Answers (1)
- Highlight the requirements to be met before a notice of meeting served on members can be held to be valid.(Solved)
Highlight the requirements to be met before a notice of meeting served on members can be held to be valid.
Date posted: February 5, 2019. Answers (1)