Project

P.O. Box 342-01000 Thika Email: [e-mail] Web: www.mku.ac.ke

DEPARTMENT OF BUSINESS STUDIES

COURSE CODE: BBM411 COURSE TITLE: COMPANY LAW

Patrick Kibati-0722-577701

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C OURSE Purpose of the course

OUTLINE

To prepare students for such aspects of law as will touch their business operations so that they can play a practical role in the field of commercial enterprise in the community and nation as a whole. Course outcomes By the end of the course unit, the learner should be able to:    Explain features of a company as a legal person Describe the procedure of forming a company Describe the procedure of holding a statutory meeting Explain the general running of a company

Course Content Lesson one: the company as a form of business organization  Meaning of company  Classification of companies  Registration procedures  Effect of registration  Meaning of incorporation  Practical consequences of registration  Disadvantages of incorporation  Lifting the corporate veil Lesson 2: memorandum of association  Meaning and importance  The purposes of memorandum  The contents of memorandum  The alteration of the memorandum  Doctrine of ultra vires Lesson 3: articles of association  Meaning of articles of association  The contents of articles of association  Alteration of articles of association  The constructive notice of memorandum and articles
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The doctrine of indoor management The rule royal brutish bank v turquand The exceptions to the doctrine of indoor management

Lesson 4: The promoters          Meaning of promoters The functions of promoters. Legal status of a promoter Fiduciary position of a promoter Duty of promoter as regards prospectus Remuneration of promoters Pre – incorporation or preliminary contracts Position of promoters as regards pre – incorporation contracts Ratification of a pre-incorporation contract

Lesson 5: prospectus  Meaning of prospectus  Purpose of a prospectus  The form and contents of a