Section 2 (1) of the Companies Act provides that article means articles of association of a company as originally framed or as altered by special resolution including so far as they apply to the company, the regulation of Table A.
– Articles are one of the constitutive documents in company formation.
– All companies must have a set of regulations as their articles.
– It is the internal Constitution of the Company.
– It contains the rules of internal management.
– It regulates the relations between the company and its members.
– A company limited by shares may adopt Table A as its articles of association.
– It is alterable by a special resolution of members in general meeting.
– Must be signed by every subscriber to the memorandum.
marto answered the question on February 7, 2019 at 06:59
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The principle of corporate legal personality is an important and fundamental aspect of company law.
Discuss this statement citing relevant decided cases.(Solved)
-The principle of corporate legal personality is an important and fundamental aspect of company law.
Discuss this statement citing relevant decided cases.
Date posted: February 7, 2019. Answers (1)
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Explain the effect of the failure by the company to register a charge of a debenture.
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Explain the circumstances when a dividend may become payable and enforceable as a debt against the company.
Date posted: February 7, 2019. Answers (1)
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(a) Explain the category of persons to whom an auditor owes a duty of care in the preparation of his audit report.
...(Solved)
(a) Explain the category of persons to whom an auditor owes a duty of care in the preparation of his audit report.
(b) Enumerate the rights accorded to an auditor to enable him perform his duties as the auditor of a company.
(c) In Hedley Byrne V. Heller (1964) the court held that provided that it could be established that a special relationship existed between parties it was possible for a person to sue for having suffered a financial loss even though no contractual relationship existed between the parties.
Highlight the factors that should be established in order for a third party to successfully sue an auditor for professional negligence.
Date posted: February 7, 2019. Answers (1)
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(a) Outline the qualified minority rights of a member which can only be enforced by the joint efforts of a membership group as defined under the Companies Act.
(b) The Articles of X Company Ltd provide that every member is entitled to one vote for each of the first ten shares and thereafter to one vote for each additional ten shares. Jane owns one hundred shares. She transfers ten of her shares to her nine nominees to increase her voting powering general meetings. Joseph, who is the chairman at the general meeting, refuses to accept the votes of Jane‟s nominees.
Advise Jane on the validity of the Chairman‟s action and her right as a member.
Date posted: February 7, 2019. Answers (1)
- 'The rule in the case of Ashbury Railway Carriage Vs. Riche (1875)stated that an act has not been authorized by the objects clause of a...(Solved)
'The rule in the case of Ashbury Railway Carriage Vs. Riche (1875)stated that an act has not been authorized by the objects clause of a company's Memorandum of Association in ultra vires to the company and the members cannot ratify it.'
Discuss.
b) Explain the various ways in which persons intending to form a company may avoid
personal liability on contracts they make on behalf of the proposed company.
c) It has been held that the memorandum and Articles of Association of a company shall, when registered, bind the company and the members to the same extent as if the documents has been signed and sealed by each member and contained covenants an the part of each member to observe all the provisions of the memorandum and the articles.
Explain the effect of this provision on the relationship between shareholders and their company and between shareholders themselves.
Date posted: February 7, 2019. Answers (1)
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(a) The principle of corporate legal personality is an important and fundamental aspect of company law.
Discuss this statement citing relevant decided cases....(Solved)
(a) The principle of corporate legal personality is an important and fundamental aspect of company law.
Discuss this statement citing relevant decided cases.
(b) Ropoff Company Ltd., a private limited company, has been under inquiry on alleged fraudulent financial transactions. The officers of the company under suspicion have denied any association with the company.
At the inquiry it was suggested that the corporate veil be lifted and the realities of the company in question be looked into.
Explain the instances when the veil of incorporation may be l
Date posted: February 7, 2019. Answers (1)
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(b) In relation to proxies, write brief notes on:
(i) General proxies.
(ii) Special proxies....(Solved)
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(ii) Special proxies.
Date posted: February 7, 2019. Answers (1)
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(b) Without the sanction of the court(Solved)
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(b) Without the sanction of the court
Date posted: February 7, 2019. Answers (1)
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Discuss the legal position of each bank.
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Explain the meaning of a trust deed and outline its advantages
Date posted: February 7, 2019. Answers (1)
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Date posted: February 7, 2019. Answers (1)
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Discuss.
(b) Mwerevu is one of the directors of Kamaliza Ltd. whose articles of association are in the form of Table A. He knows that his fellow directors are interested in obtaining motor vehicles from Modern Vehicles Ltd. to increase the company‟s fleet of trucks. Mwerevu purchases controlling shares in Modern Vehicles Ltd.
Modern Vehicles Ltd. then sells the trucks to Kamaliza Ltd. at Sh. 100,000 over and above the true market price. Mwerevu voted at the board meeting of Kamaliza Ltd. which decided on the purchase price, without revealing that he controlled the vendor company. When true facts are discovered, the company's board of directors does not protest against Mwerevu's conduct.
Mpole, a minority shareholder is aggrieved.
Advise him.
Date posted: February 7, 2019. Answers (1)
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(i) In the absence of any express agreement, discuss the liability of Joe and Janet in relation to the company's debts.
(ii) State the steps to be taken to register the transfer of shareholding from Joe and Jeremy.
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Date posted: February 7, 2019. Answers (1)
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be altered
(ii) Explain the procedure to be followed in altering...(Solved)
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Date posted: February 7, 2019. Answers (1)
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(Solved)
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Date posted: February 7, 2019. Answers (1)
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Advise them on the following issues:
(i) What is the meaning of a private limited company according to the Companies Act?
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Date posted: February 7, 2019. Answers (1)
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(iii) The ordinary resolutions...(Solved)
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Date posted: February 7, 2019. Answers (1)
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(ii) The committee of creditors in administration proceedings.
Date posted: February 7, 2019. Answers (1)