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 – May 2017 – L1 – SB – Q2b – Company Law | Partnership Law

Outlines permissible cases of capital reduction under CAMA and purposes for reducing share capital.

Section 105(1) of the Companies and Allied Matters Act (CAMA) provides that “except as provided by this Act, a company having share capital shall not reduce its issued capital.”
Required:
i. State TWO cases of capital reduction permitted under the CAMA.
(2 Marks)

ii. State TWO purposes for which a company may reduce its share capital under the CAMA.
(2 Marks)

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BL – May 2017 – L1 – SA – Q6 – Company Law

Identifying non-inclusion in the tests for insolvency under Companies and Allied Matters Act.

Under the Companies and Allied Matters Act, the tests for insolvency do NOT include
A. Inability of a company to pay a debt exceeding ₦2,000 three weeks after demand
B. The existence of court process issued in respect of a judgment debt
C. A court ruling that the company is unable to pay its debts
D. The existence of company’s liability in excess of its assets
E. Outstanding debts owed by the company in excess of one billion naira

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BL – May 2017 – L1 – SA – Q5 – Company Law

Identifying non-qualifications for a public company secretary.

The Secretary of a Public Company may have any of the following qualifications EXCEPT being a
A. Chartered Accountant
B. Chartered Secretary and Administrator
C. Legal Practitioner
D. Body corporate or firm consisting of the professionals listed above
E. Chartered Insurer

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BL – March July 2020 – L1 – SB – Q2c – Company Law

Involves a case regarding the liability of the company and its shareholders when the company is winding up.

Chief Ochoma was a very successful electronics dealer as a sole proprietor. Two years ago, he incorporated a limited liability company with the name “Ochoma and Sons Limited” to take over the business. Ochoma and his sons are the subscribers of the 1,000,000 equity shares of the company at ₦1.00 per share. Chief Ochoma subscribed 970,000 shares and each of the three sons subscribed to 10,000 shares.

The company’s warehouse was razed by fire last year, and all the stock of electronics was burnt, resulting in the company’s huge indebtedness to unsecured trade creditors. In the process of winding up Ochoma and Sons Limited, the unsecured creditors insisted that Chief Ochoma should pay the debts the company owes them because he is the de facto owner of the company.

Required:
Advise Chief Ochoma, stating the legal issues involved.

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BL – March July 2020 – L1 – SB – Q2b – Company Law

Examines the consequences of incorporating a limited liability company.

There are consequences of incorporation of a company.

Required:
State FIVE consequences of incorporation of a limited liability company.

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BL – MarJul 2020 – L1 – SA – Q5 – Company Law

Question assessing the role of a receiver/manager in managing the assets of an insolvent company.

A person appointed by the secured creditors to manage the assets of an insolvent company is
A. Bailiff
B. Auctioneer
C. Debt Collector
D. Accounts Officer
E. Receiver/Manager

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

Question testing knowledge on the requirement for naming a private company under the Companies and Allied Matters Act 2004.

Under the Companies and Allied Matters Act 2004, the name of a private company limited by shares shall end with the word:
A. Registered
B. Limited
C. Incorporated
D. Corporation
E. Cooperative

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BL – MAY 2016 – L1 – SB – Q1c – Company Law

This question addresses the minimum number of directors required, their appointment process, and the powers exercised at a general meeting.

i. What is the minimum number of directors of a company? (1 Mark)

ii. Explain briefly how directors of a company are appointed. (3 Marks)

iii. Explain THREE powers exercised at a General Meeting of a company. (6 Marks)

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BL – MAY 2016 – L1 – SA – Q14 – Company Law

This question examines conditions that disqualify someone from being a director of a company.

The following are disqualified from being directors of a company EXCEPT
A. A person under the age of 18
B. An insolvent person
C. A person certified to be insane
D. A 30-year-old unemployed person
E. A corporate other than its accredited representative

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BL – May 2024 – L1 – SA – Q6 – Company Law

Identify the two types of insolvency recognized by law.

The two types of insolvency recognized by the law are
A. Directors’ and shareholders’ insolvency
B. Members and company insolvency
C. CAC and company insolvency
D. Corporate and personal insolvency
E. Receiver and shareholders insolvency

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