Cpa company law notes

COMPANY LAW



PART II


CPA SECTION 3
CCP SECTION 3
CS SECTION 3




STUDY TEXT

, COMPANY LAW

KASNEB SYLLABUS

CONTENT PAGE

1. NATURE AND CLASSIFICATION OF COMPANIES………….…….……………….…… 5
- Types of companies
- Nature and characteristics of a company
- Classification of companies
- Principle of legal personality and veil of incorporation
- Distinction between companies and other forms of business associations

2. FORMATION OF COMPANIES…………………………………………………..…..……….31
- Promoters and pre-incorporation contracts
- Process of forming a company
- Memorandum and articles of association
- Certificate of incorporations
- Legal consequences of incorporation

3. MEMBERSHIP OF A COMPANY…………………………………………..………………….62
- Acquisition of membership
- Register of members
- Rights and liabilities of members
- Cessation of membership

4. SHARES……………………………………………………….…………………….……………..80
- Classes of shares
- Variation of class rights
- Share warrants and certificates
- Issue and allotment
- Transfer and transmission
- Mortgaging and charging of shares

5. SHARE CAPITAL………………………………………………………………..………………122
- Meaning and types of share capital
- Raising of share capital
- Prospectus / Information memorandum
- Maintenance and Alteration of capital
- The purchase by a company of its own shares
- Financial assistance by a company for purchase of its shares
- Dividends

6. DEBT CAPITAL………………………………………………………………………………...152
- Borrowing powers of a company
- Debentures
- Charges
- Registration of charges
- Remedies for debenture holders


www.someakenya.co.ke Contact: 0707 737 890 Page 2

, COMPANY LAW

7. COMPANY MEETINGS…………………………………………………………..…….………..173
- Nature and classification of company meetings
- Essentials of meetings
- Proceedings at meetings
- Voting
- Resolutions
- Minutes

8. DIRECTORS…………………………………………………………………..…….…………….197
- Qualification and disqualification
- Appointment of directors
- Powers and duties of directors
- Removal and vacation of office
- Register of directors
- Loans to directors
- Compensation for loss of office
- Disclosure of director's interest in contracts
- The rule in Turquand's case/ lndoor Managernent rule
- Insider dealing

9. COMPANY SECRETARY……………………………………………………….………………226
- Qualification, appointment and removal
- Powers and duties of the company secretary
- Liability of the company secretary
- Register of secretaries

10. AUDITORS………………………………………………………………………..….…………..230
- Qualification, appointment and removal
- Remuneration of auditors
- Powers and duties
- Rights and liabilities

11. COMPANY ACCOUNTS,AUDIT AND INSPECTION……………………..……..……….238
- Books of accounts
- Form and content of accounts
- Group accounts
- Director's report
- Auditor's report
- Investigation of company affairs
- Appointment and powers of inspectors
- Inspector's report
- Annual returns

12. CORPORATE RESTRUCTURING………………………………………….……………..248
- Need for restructuring
- Mergers, Take-overs and Acquisition
- Post Merger Reorganisation
- Schemes of Arrangement and Compromises

www.someakenya.co.ke Contact: 0707 737 890 Page 3

, COMPANY LAW

- Reconstruction

13. CORPORATE INSOLVENCY………………………………………………………………254
- Meaning of Insolvency
- Types of winding up
- Appointment, powers and duties of liquidators
- Release of liquidators
- Rights of parties in winding up
- Distribution of assets
- Offences relating to liquidation

14. COMPANIES INCORPORATED OUTSIDE KENYA………………………..………....270
- Process of registering a company in Kenya
- Certificate of registration
- Power to hold land
- Registration of charges
- Accounts of foreign companies
- Service of process and notices on foreign companies
- Returns
- Cessation of business
- Penalties

15. EMERGING ISSUES AND TRENDS




Revised on: January 2018




www.someakenya.co.ke Contact: 0707 737 890 Page 4