Questions on Company Law

INSTRUCTIONS
1. Answer All Questions.
2. All questions carry equal marks

QUESTION ONE
Bahati and three of his friends recently retired from the civil service under the voluntary retirement scheme. They intend taking advantage of the on-going structured adjustment programmes (SAPS) by going into business.
a) Advise them on the procedures they have to follow in order to register a public company limited by shares. (8 Marks)
b) Explain how the procedures would differ from that for forming a private company limited by shares. (4 Marks)
c) Discuss the circumstances under which a corporate veil of incorporation may be lifted. (8 Marks)

QUESTION TWO
a) Explain the role in Trevor Vs Whiteworth (887) and the exceptions to the rule. (12 Marks)
b) Highlight the procedures of reduction of share capital under section 68 of companies act (Cap 486). (8 Marks)

QUESTION THREE
a) Outline the circumstances under which a company may be wound up by the court on just and equitable grounds. (8 Marks)
b) Section 213 of the companies Act qualifies the liability of past and present members as contributories. Explain these qualifications as provided in the companies act. (8 Marks)
c) Differentiate between members voluntary winding up and creditors voluntary winding up. (4 Marks)

QUESTION FOUR
a) “A description of the legal and equitable roles relating to directors duties appears to show that their duties of loyalty are exceptionally strict and their duties of diligence and skill exceptionally lax” With reference to decided cases, discuss the above statement. (12 Marks)
b) Discuss the appointment and duties of the company secretary of a company limited by shares. (8 Marks)

QUESTION FIVE
a) Explain the