Question Tag: Company Law

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MLP – JUL 2020 – L4 – Q1 – Legal Position of Bank in Company Diversification Loan

Advise Agyakrom Bank on its legal position regarding a negotiated loan to Ayensu Books plc for investing in a cinema and leisure complex, considering the company's objects clause, authorization requirements, and potential ultra vires issues.

The main business of Ayensu Books plc is the running of a publishing company in Accra. The objects clause of the company’s regulations includes a power to borrow money as authorized by a general resolution of members. It further states that the directors may do all things that are conducive or incidental to the general business of the company and concludes with a paragraph stating that all the objects are to be regarded as distinct and separate.

The directors decided that the company should invest in a cinema and leisure complex on the Motorway Extension as a means of diversifying and offsetting its risks.

The finance director, acting on behalf of Ayensu Books, negotiated with the manager of Agyakrom Bank plc, the company’s bankers, for the borrowing of GH¢5 million to finance the development. The money is due to reach Addick’s Books bank account next month. In turn, the managing director contracted with Power Construction plc for the construction of the complex, which Power Construction has started to build, but for which it has yet to receive any payment.

Advise Agyakrom Bank on its legal position.

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PBL – APR 2023 – L1 – Q3 – Veil of Incorporation

Explain the meaning, benefits, and circumstances for lifting the corporate veil.

a. What does the phrase the “veil of incorporation” (corporate veil) mean? (5 marks)

b. What is the benefit of having the “veil of incorporation”? (10 marks) c. When, (if at all) may the “veil” be removed? (5 marks)

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PBL – APR 2016 – L1 – Q5 – Private vs Public Limited Liability Companies and Conversion

Differences between a private limited liability company and a public limited liability company, and the process for converting a private company to a public one.

(a) State the difference between a Private Limited Liability Company and a Public Limited Liability Company                                          (b) Briefly describe how a Private Limited Liability company may be converted into a Public Limited Liability Company.

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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 – Nov 2015 – L1 – SA – Q8 – Company Law

egal status of property transfers after compulsory winding-up.

On commencement of compulsory winding-up of a company, any transfer of its property thereafter is
A. Valid
B. Invalid
C. Void
D. Voidable
E. Enforceable

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BL – Nov 2015 – L1 – SA – Q7 – Company Law

Identifying the financial term for a company unable to pay debts.

A company that is unable to pay its debts as and when due is said to be
A. Bankrupt
B. Bad
C. Illiquid
D. Insolvent
E. Undercapitalised

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BL – Nov 2015 – L1 – SA – Q6 – Company Law

Essential skills required for the exercise of auditor duties.

The duties of an auditor are many and require the exercise of
A. Common Sense
B. Social Knowledge
C. Care and skill
D. Connection
E. Influence

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BL – Nov 2015 – L1 – SA – Q5 – Company Law

Exercising shareholder rights to challenge company management.

The right of a shareholder to challenge the management of a company may be exercised through
A. Refusal to pay salaries to members of the Management Board
B. Protests and placards at the venue of the Annual General Meeting
C. Withholding payment for the value of shares held in the company
D. Payment of taxes
E. Voting at a General Meeting

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BL – Nov 2015 – L1 – SA – Q4 – Company Law

Ways to terminate a company's life.

ONE of the ways in which the life of a company may be terminated is by
A. Burning and shredding the books of the company
B. Changing the locker and keys on the main entrance doors
C. Putting security men on the premises
D. Voluntary winding-up by members
E. Putting notice of winding-up in the daily newspaper

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BL – Nov 2015 – L1 – SA – Q3 – Company Law

Documents used for the incorporation of a company.

Memorandum and Articles of Association are documents of
A. Incorporation of a company
B. Formation of a partnership agreement
C. Pre-incorporation contract
D. Sealing of all e-contracts
E. Conclusion of a contract under seal

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BL – May 2018 – L1 – SB – Q4a – Company Law

Discuss the liability of shareholders for transactions entered into prior to company incorporation.

Beny Limited was incorporated six months ago. The company is in the real estate business. While preparing for incorporation, Ben and Nyom, who are now shareholders of the company, bought prime landed properties on behalf of the proposed company. They owe the vendors N100 million as the balance of the purchase price. The vendors are demanding payment.

Required:
(i) Advise Ben and Nyom on their status in the transaction. (4 Marks)
ii. Advise Beny Limited on the liability for the sum of N100 million

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BL – May 2018 – L1 – SB – Q3 – Company Law

Discuss the tests for insolvency, types of debentures, and implications of misuse of company resources by a secretary.

a. There are various tests of determining if a company is insolvent.
Required:
List and explain briefly THREE of these tests specified by the Companies and Allied Matters Act (CAMA 1990). (6 Marks)

b. Company indebtedness could be by way of debentures.
Required:
State THREE types of debentures. (3 Marks)

c. Adex Plc employed ‘A’ as a Company Secretary. ‘A’ hired luxury cars from Bee Enterprises, giving the impression that they were for the use of Adex Plc, but he used the cars for his own purpose. Bee Enterprises has sued Adex Plc.
Required:
(i) Advise Adex Plc. (5 Marks)
(ii) Assuming that the Board of Directors of Adex Plc intends to remove ‘A’ as the Company Secretary, state THREE matters which the notice of removal must contain. (3 Marks)

d. By S.401 of CAMA, the legal way to terminate the life of a company is by winding up.
Required:
State THREE ways by which a company may be wound up. (3 Marks)

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BL – May 2018 – L1 – SB – Q2a – Company Law

State four reasons for which a company may refuse to register a share transfer.

The shares of a Public Company are freely transferable.

Required:
State FOUR reasons for which a company may refuse to register a share transfer.

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BL – May 2018 – L1 – SA – Q6 – Company Law

Identify the condition when a company is unable to pay its debts.

A company that is unable to pay its debts is
A. Fluid
B. Floating
C. Bankrupt
D. Insolvent
E. Distressed

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