Company Law notes – University notes

COMPANY LAW

subject content

REGISTRATION

• legal principles relating to the nature and registration of companies
• effect of legal personality

NATURE AND CLASSIFICATION OF COMPANIES

• Classification of companies
  • Chartered companies
  • Statutory companies
  • Registered companies
• Classification of registered companies.
• Limited liability
• Public and Private Companies

REGISTRATION AND FORMATION OF COMPANY

• Registration of company
• Registration of Private Company
• Incorporation
• Agency and groups
• Group accounts

PROMOTION

• Definition of promoter
• The duties of the promoter
• Remedies for the breach of promoters duties
• Remuneration of promoters
• Pre- incorporation contract and applicable rules

THE MEMORANDUM OF ASSOCIATION AND THE ARTICLES OF ASSOCIATION

• The memorandum of association
• Contents of the memorandum of association
• Articles of association
• Statutory requirements
• Contractual Effects of the Articles of Association
• The contract between the company and its members
• Obligation between the company and members
• Alteration of articles
• Memorandum of Association and Ultra Vires Rule

MEMBERSHIP

• Methods of acquiring membership
• Subscription of memorandum
• Register of members
• Inspection of the register
• Rights and liabilities of members

CAPITAL

• Types of capital
• Classes of shares

DEBENTURES

• Definition of a debenture
• Difference between Debentures and shares
• Difference between Debentures and debenture stock
• Rules pertaining to the alteration of capital
• Issue of shares at a discount
• Issue of shares of a premium
• Purchase of own shares
• Exceptions
• Alteration of capital
• Reduction of Capital
• Redemption of shares

COMPANYS’ ORGANS AND OFFICERS

• How a company’ organs are appointed
• Division of power between the general meeting and the board
• Default power of the general meeting
• Removal of directors by the general meeting
• Powers of the directors to bind the company
• Transactions by individual directors or employees
• Appointment and removal of directors
• Un-discharged bankrupts
• Remuneration of directors
• Directors’ duties

COMPANY MEETINGS

• Classification of meetings
•  The statutory meeting
  Annual general meeting
  Extraordinary general meetings.
• Chairman of a general meeting
• Voting in a meeting

PROTECTION OF MINORITY INTERESTS

• Principle of majority rule
• Choice of Action
• Grounds for personal action
• Fraud on the minority
• Defenses available to the majority
• Derivative action
• Classes of unratifiable wrong against the company
• Defects on the common law derivative action

WINDING UP OR LIQUIDIFICATION

• Winding Up
• Winding up and dissolution
• Winding up and insolvency
• Modes of winding up
• Winding up by the court (section 219)
• Who may petition for compulsory winding up?
• Consequences of winding up order
• Official receiver as liquidator
• Duties of official receiver
• Powers of the liquidator
• Dissolution of the company
• Voluntary winding up
• Winding up subject to supervision of court