About Course
What Will You Learn?
- A candidate who passes this paper should be able to:
- Apply legal principles relating to formation of companies
- Evaluate the rights and obligations of members and shareholders
- Comply with the legal principles governing liquidation of corporates and restructuring
- Comply with the legal principles relating to companies incorporated outside Kenya
- Ensure books of account are prepared in compliance with the law.
Course Content
Nature and Classification of Companies
Nature and classification of companies
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Nature and characteristics of a company
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Types of companies
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Principle of legal personality and veil of incorporation
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Distinction between companies and other forms of business associations, sole proprietorships, partnerships and cooperative societies.
Formation of Companies
Formation of companies
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Promoters and pre-incorporation contracts
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Process of forming a company
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Memorandum and articles of association
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Certificate of incorporation
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Effects of incorporation
Membership of a Company
Membership of a company
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Acquisition of membership
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Register of members
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Rights and liabilities of members
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Cessation of membership
Shares
Shares
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Classes of shares
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Variation of class rights
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Share certificates
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Issue and allotment
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Transfer and transmission
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Transfer of shares under central depository system
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Mortgaging and charging of shares
Share Capital
Share capital
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Meaning and types of share capital
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Raising of share capital
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Prospectus/information memorandum
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Maintenance of capital
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Alteration of capital
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Dividends
Debt Capital
Debt capital
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Borrowing powers of a company
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Debentures
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Charges
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Registration of charges
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Remedies for debenture holders
Company Meetings
Company meetings
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Nature and classification of company meetings
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Essentials of a valid meeting
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Voting
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Resolutions
Directors
Directors
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Qualifications, appointment and disqualification
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Powers and duties of directors
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Removal and vacation of office
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Register of directors
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Remuneration of directors
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Loans to directors
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Compensation for loss of office
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Disclosure of director’s interest in contracts
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The rule in Turquand’s case/Indoor Management rule
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Insider dealing
The Company Secretary
The company secretary
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Qualification, appointment and removal
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Powers and duties of the company secretary
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Liability of the company secretary
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Register of secretaries
Auditors
Auditors
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Qualification, appointment and removal
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Remuneration of auditors
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Powers and duties
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Rights and liabilities
Company Accounts, Audit and Investigation
Company accounts, audit and investigation
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Books of accounts
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Form and content of accounts
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Group accounts
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Director’s report
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Auditor’s report
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Annual returns
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Investigation of company affairs
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Appointment and powers of inspectors
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Inspector’s report
Corporate Restructuring
Corporate Restructuring
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Need for restructuring
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Mergers,
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Post merger reorganisation
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Takeovers and acquisitions
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Schemes of arrangement and compromises
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Reconstruction
Receivership and Liquidation of Companies
Receivership and liquidation of companies
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Meaning of receivership
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Appointment and vacation of office
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Powers and duties of a receiver
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Termination of receivership
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Meaning of liquidation
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Types of liquidation
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Appointment, powers and duties of liquidators
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Discharge of liquidators
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Distribution of assets and dissolution of companies
Companies Incorporated Outside the Country
Companies incorporated outside the country
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Process of registering a company
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Certificate of registration
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Power to hold land
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Registration of charges
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Accounts of foreign companies
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Service of process and notices on foreign companies
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Returns
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Penalties
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Cessation of business