Question Tag: Company Law

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FR – Nov 2023 – L2 – Q7a – Regulatory Framework for Financial Reporting

Discusses main sources of financial reporting regulations and reasons for regulatory practices.

Within the context of financial reporting and regulatory frameworks:

i. Discuss the main sources of regulations. (3 Marks)
ii. Discuss TWO reasons why financial reporting practice should be regulated. (2 Marks)

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BL – Nov 2020 – L1 – SB – Q1d – Company Law

List powers exercised by the Annual General Meeting (AGM) of a company.

One of the two organs of a company is the general meeting of members.

Required:
State FOUR powers of the Annual General Meeting.

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BL – Nov 2020 – L1 – SA – Q4 – Company Law

Objective question testing knowledge on instances where a court may disregard corporate personality.

4. A situation in which the court would disregard the distinction between the personalities of a company and its members is
A. Subrogation
B. Alienation
C. Lifting the veil of incorporation
D. Disregarding the law
E. The rule in Foss vs. Habbotle

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BL – May 2012 – L1 – SB – Q6B – Company Law

Explain two fiduciary duties of a company director.

Directors of companies are placed in special and unique positions. Their status imposes certain duties on them, and these include fiduciary duties.

Required:
Explain any TWO fiduciary duties of a company director.

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BL – May 2012 – L1 – SB – Q6A – Company Law

Advise on the importance of filing annual returns for Xeyoze Limited.

Xeyoze Limited was incorporated by the Corporate Affairs Commission on February 1, 2010. On March 1, 2011, the company bid for a contract to rehabilitate one of the nation’s oil refineries. This contract attracted scores of bidders because it was seen as a very lucrative one. A rival bidder objected to the competence of Xeyoze Limited to bid for the contract on the ground that an investigation at the Corporate Affairs Commission revealed that the company has not filed its annual returns.

Required: Advise Xeyoze Limited on the following:

(i) The importance of filing annual returns. (2 Marks)
(ii) The period within which the annual returns must be filed. (2 Marks)
(iii) The consequences of failure to file annual returns. (2 Marks)
(iv) Whether it is optional to file the annual returns or not (2 Marks)
(v) What is your advice if the contract was bid for on October 1, 2010? (3 Marks)

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BL – May 2012 – L1 – SB – Q1B – Company Law

Advise Halidu on transferring shares to raise money for school fees.

Halidu holds one million shares in Realshares Nigeria Plc. Zaidi, his son, has just returned from the University of Basel because he could not pay school fees. Halidu is cash-strapped and wants to know whether he could transfer his shares to someone else to raise money to pay the fees.
Required: Advise Halidu, stating the statutory conditions by which he could transfer his shares. (5 Marks)

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BL – May 2012 – L1 – SA – Q18 – Company Law

Identify the concept that allows a company to continue existing despite changes in ownership.

The fact that a company cannot die connotes that it has:

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BL – May 2012 – L1 – SA – Q10 – Company Law

State the resolution required for a compulsory winding up of a company.

State the type of resolution that is required in order to effect a compulsory winding-up of a company by the Federal High Court.

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BL – Nov 2011 – L1 – SB – Q4 – Company Law

Understanding the principles of the Salomon vs Salomon & Co Ltd case, circumstances for lifting the veil of incorporation, and statutory terms of partnership agreements

(a) Explain the legal principle(s) established in the case of Salomon vs Salomon Co. Ltd. (1897). (2 Marks)

(b) State FOUR circumstances when the veil of incorporation of a company may be lifted under statute. (4 Marks)

(c) Enumerate FOUR types of names that are prohibited for the purpose of incorporation. (4 Marks)

(d) State FIVE statutory terms of a Partnership Agreement as contained in Sections 24 and 25 of the Partnership Act 1890. (5 Marks)

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BL – Nov 2011 – L1 – SA – Q9 – Company Law

Identifying the type of company that limits liability to contributions of members.

A company that limits its liability by what members undertake to contribute to its capital is called …………………………

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BL – Nov 2019 – L1 – SB – Q3a – Company Law

Legal advice on the entitlement of a director to remuneration and reimbursement in the absence of an agreement.

Bala and Yesufu are joint directors and shareholders of YEBA Limited, which was incorporated in 2015. Yesufu was appointed the Managing Director, and Bala, the Operations Director. The Articles of Association of YEBA Limited were silent on directors’ remuneration, and there was no written agreement to pay remuneration to the directors of the company.

Bala had attended several board meetings from 2015 to 2017, travelling from Abuja to Lagos at his own expense. In 2018, Bala wrote to YEBA Limited through Yesufu, claiming N2 million annual director’s remuneration for years 2015 to 2017, as well as a total sum of N2 million reimbursement of his travelling expenses for the same period.

YEBA Limited has refused to pay both claims, insisting that there is no agreement for such payments to be made to the directors of the company. Bala is aggrieved and intends to take legal action against YEBA Limited.

Required:
Advise Bala, stating the legal issues involved.

(8 Marks)

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BL – Nov 2019 – L1 – SB – Q1c – Company Law

Explanation of circumstances that may disqualify a director from office.

Company directors are appointed by the shareholders to manage the company.
Required:
Explain briefly FIVE circumstances that may disqualify a director from office. (10 Marks)

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BL – May 2023 – L1 – SB – Q4A – Company Law

Explain the steps in the procedure for the removal of statutory auditors from a public company.

The Companies and Allied Matters Act, 2020 stipulates that public companies must appoint statutory auditors.

Required:
Explain briefly FOUR of the steps in the procedure for the removal of auditors of a public company before the expiration of their tenure of office.

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BL – May 2023 – L1 – SB – Q3D – Company Law

Identify the persons who can petition the court for the winding up of a public company.

A public company may be wound up by order of court.

Required:
State FOUR persons that could petition the court for the winding up of a public company.

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BL – May 2023 – L1 – SA – Q20 – Company Law

Identify the maximum turnover threshold for a small company under the Companies and Allied Matters Act.

The maximum turnover of a small company under the Companies and Allied Matters Act, 2020 is:

A. ₦160,000,000
B. ₦150,000,000
C. ₦140,000,000
D. ₦130,000,000
E. ₦120,000,000

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BL – May 2023 – L1 – SA – Q15 – Company Law

Identify the effect of a receivership order on company operations.

Which of the following is an effect of a receivership order?

A. Powers of the company directors cease
B. The Company Secretary becomes the Receiver Manager
C. The shareholders take over the company’s assets
D. The official receiver locks up the company
E. The debtors are imprisoned

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BL – May 2023 – L1 – SA – Q14 – Company Law

Identify who appoints the first statutory auditors of a company.

…………………. appoints the first statutory auditors of a company.

A. Audit Committee
B. Finance Executive
C. Company Secretary
D. Board of Directors
E. Shareholders

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BL – May 2023 – L1 – SA – Q11 – Company Law

Identify when shareholding qualification is required for a director.

When is shareholding qualification required of a director?

A. To screen those qualified
B. At the direction of the Corporate Affairs Commission
C. When stipulated by the Memorandum of Association
D. When stipulated by the Articles of Association
E. When required by a Bill

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BL – May 2017 – L1 – SB – Q6e – Company Law

Highlights three critical areas that an auditor must focus on while auditing a company.

The firm of Hazeem is being considered as the Auditor of Kunte Plc. The company has approached you for advice on his duties as an auditor.

Required:
State three matters that Hazeem’s audit must cover.

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BMF – May 2023 – L1 – SA – Q4 – Business and Organizational Structures and Choices

Identify the required nominal share capital for a Public Limited Liability (PLC) company upon incorporation as per CAMA 2020.

In respect of Public Limited Liability (PLC) companies, the position of CAMA 2020 is that upon incorporation:

A. N200,000 in nominal value of its share capital must have been issued
B. N400,000 in nominal value of its share capital must have been issued
C. N2,000,000 in nominal value of its share capital must have been issued
D. N4,000,000 in nominal value of its share capital must have been issued
E. N20,000,000 in nominal value of its share capital must have been issued

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