Company Law CS Notes
KASNEB CS Intermediate Level Notes
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UNIT DESCRIPTION
This paper is intended to equip the candidate with knowledge, skills and attitudes that will enable him/her to apply and comply with the provisions of Company Law in relevant circumstances and environments and further to demonstrate knowledge of the law and regulations governing corporate entities and ensure compliance in practice.
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CONTENT
- Nature and classification of companies
1.1 Nature and characteristics of a company
1.2 Types of companies
1.3 Principle of legal personality and veil of incorporation
1.4 Distinction between companies and other forms of business associations sole proprietorships, partnerships and cooperative societies. - Formation of companies
2.1 Promoters and pre-incorporation contracts and deeds.
2.2 Process and drafting documents required to form a company.
2.3 Rules relating to company names
2.4 Memorandum and articles of association
2.5 Certificate of incorporation
2.6 Effects of incorporation
2.7 Execution of a company’s documents
2.8 Alteration of status of companies - Membership of a company
3.1 Acquisition of membership
3.2 Register of members
3.3 Rights and liabilities of members
3.4 Cessation of membership
3.5 Register of a company’s beneficial owners
3.6 Derivative actions. - Shares
4.1 Classes of shares
4.2 Variation of class rights
4.3 Share certificates
4.4 Issue and allotment
4.5 Transfer and transmission
4.6 Transfer of shares under central depository system
4.7 Mortgaging and charging of shares - Share capital
5.1 Meaning and types of share capital
5.2 Raising of share capital
5.3 Prospectus/information memorandum
5.4 Maintenance of capital
5.5 Alteration and Consolidation of share capital
5.6 Dividends - Debt capital
6.1 Borrowing powers of a company
6.2 Company assets that can secure a company’s borrowings
6.3 Company debentures
6.4 Company charges
6.5 Meetings and resolutions in respect of debt capital
6.6 Registration of charges
6.7 Remedies for debenture holders - Company meetings
7.1 Nature and classification of company meetings
7.2 Types of company meetings held to execute various functions of company meetings
7.3 Methods of holding company meetings
7.4 Essentials of a valid physical, virtual and hybrid meeting Voting
7.5 Resolutions
7.6 Drafting resolutions
7.7 Protection of minority shareholders - Company Directors
8.1 Qualifications, appointment and disqualification
8.2 Powers and duties of directors
8.3 Removal and vacation of office
8.4 Register of directors
8.5 Remuneration of directors
8.6 Loans to directors
8.7 Compensation for loss of office
8.8 Disclosure of director’s interest in contracts
8.9 The rule in Turquand’s case/Indoor Management rule
8.10 Insider dealing
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- The Company Secretary
9.1 Qualification, appointment and removal
9.2 Powers and duties of the Company Secretary
9.3 Liability of the Company Secretary
9.4 Register of Secretaries - Auditors
10.1 Qualification, appointment and removal
10.2 Remuneration of auditors
10.3 Powers and duties
10.4 Rights and liabilities - Company accounts
11.1 Books of accounts
11.2 Form and content of accounts
11.3 Group accounts
11.4 Director’s report - Audit of Company Accounts
12.1 Auditor’s report
12.2 Annual returns - Company Investigation
13.1 Investigation of company affairs
13.2 Appointment and powers of inspectors
13.3 Inspector’s report - Corporate restructuring
14.1 Need for restructuring
14.2 Mergers
14.3 Post – merger reorganisation of a company’s share capital
14.4 Takeovers and acquisitions
14.5 Mergers and divisions of public companies
14.6 Compromises, arrangements, reconstructions and amalgamations - Receivership, Administration, Liquidation and Dissolution of companies
15.1 Meaning of receivership, administration and dissolution
15.2 Appointment and vacation of office by the Official Receiver
15.3 Powers and duties of a receiver
15.4 Termination of receivership
15.5 Appointment of an administrator
15.6 Functions and powers of an administrator
15.7 Process of administration
15.8 Termination of appointment and replacement of administrators
15.9 Company voluntary arrangements
15.10 Meaning of liquidation
15.11 Types of liquidation
15.12 Appointment, powers and duties of liquidators
15.13 Discharge of liquidators
15.14 Distribution of assets and dissolution of companies - Foreign Companies
16.1 Process of registering a company
16.2 Certificate of registration
16.3 Power to hold land
16.4 Registration of charges
16.5 Accounts of foreign companies
16.6 Service of process and notices on foreign companies
16.7 Returns
16.8 Penalties
16.9 Cessation of business