Paper 07: Company Law

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About Course

The Professional courses are administered at Foundation, Intermediate and Advanced Levels. Each level requires an average of one year, though candidates are advised to provide for an additional one year to meet requirements for internship/ practical experience.

A student must book for a minimum of three papers in a level in any order unless is exempted or has credits.

This course is aimed at persons who wish to qualify and work or practice as corporate secretaries, policy formulators, and consultants in governance, governance and compliance auditors and administrators at county and national levels and in the private sector.

Course Content

1. 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

  • Nature and classification of companies-Part1
  • Nature and classification of companies-Part2

2. 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

3. 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.

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

5. 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

6. 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

7. 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

8. 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

9. 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

10. Auditors
10.1 Qualification, appointment and removal 10.2 Remuneration of auditors 10.3 Powers and duties 10.4 Rights and liabilities

11. Company accounts
11.1 Books of accounts 11.2 Form and content of accounts 11.3 Group accounts 11.4 Director’s report

12. Audit of Company Accounts
12.1 Auditor’s report 12.2 Annual returns

13. Company Investigation
13.1 Investigation of company affairs 13.2 Appointment and powers of inspectors 13.3 Inspector’s report

14. 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

15. 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

16. 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

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