Law: Lecture 13
Company Law: Incorporation,
Types, Governance, and Dissolution
Table of Contents
1. Introduction to Company Law
2. Incorporation and Formation of Companies
3. Types of Companies
4. Memorandum and Articles of Association
5. Directors and Corporate Governance
6. Meetings and Resolutions
7. Winding Up and Liquidation
8. Summary
9. Multiple Choice Questions (MCQs)
10. Answer Key to MCQs
1. Introduction to Company Law
Company law governs the formation, operation, and dissolution of companies. It provides a regulatory
framework to ensure transparency, accountability, and protection for shareholders, creditors, and the public.
, Companies are separate legal entities, distinct from their members, with rights and
obligations.
Objectives:
Facilitate business organization
Protect stakeholders
Promote economic development
Ensure corporate accountability
2. Incorporation and Formation of Companies
Definition:
Incorporation is the process of legally creating a company, converting a private or
public entity into a corporate personality recognized by law.
Procedure for Incorporation:
1. Choose Company Type: Private/Public
2. Name Approval:
Conduct name search (e.g., via the Registrar of Companies)
Ensure the name is not similar to existing companies
3. Preparation of Documents:
Memorandum of Association (MOA)
Articles of Association (AOA)
4. Submission of Documents:
Application forms, prescribed registration forms, and fees
5. Incorporation Certificate:
Once documents are verified, the Registrar issues the Certificate of
Incorporation.
Essential Documents:
Memorandum of Association
Articles of Association
Consent of directors
Statutory declaration
Key Case Law:
Salomon v. Salomon & Co. Ltd. (1897) – Established the doctrine of separate
legal personality.
3. Types of Companies