Question Tag: Winding-up

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BCL – Nov 2024 – L1 – Q2a – Legal Implications Relating to Companies in Difficulty or in Crisis

Advise Naami on the procedure for private liquidation of Shama PLC.

a) On 26 February 2024, Shama PLC, a public limited liability company trading on the Ghana Stock Exchange sent a notice to its shareholders inviting them to an Annual General Meeting (AGM) on 2 March 2024. The notice simply states that the ‘purpose is to transact the ordinary business’.

Naami is a shareholder of Shama PLC and is very disturbed about the vagueness of the notice. She is also not satisfied with the performance of the company and is seeking to requisition for a special resolution to liquidate the company.

Required:

Advise Naami on the procedure for private liquidation. (10 marks)

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AAA – Nov 2020 – L3 – Q5 – Advanced Audit Planning and Strategy

Identification of financial statement risks in planning the final audit for Maideline Nigeria Limited’s winding-up.

Maideline Nigeria Limited manufactures tyres for use by cars, trucks, and trailers. The company is owner-managed, meaning the shareholders are also the directors. On June 1, 2020, the directors decided to wind up the company due to the high cost of operations, the Naira’s depreciation against the US dollar, and the economic impact of COVID-19, which have severely impacted the company’s ability to continue business.

Management notified employees, suppliers, and customers that Maideline would cease all manufacturing activities by September 30. Consequently, all factory workers and most employees in accounts and administration were terminated effective September 30. Remaining employees will face redundancy by November 30. A minimal head office team, including the Company Secretary and some support staff, will remain operational for a few more years until the company winds down completely.

Maideline operated 20 branches and a head office. Of these, 12 branches are located in company-owned buildings, while the remaining 8 operate from leased buildings with lease terms of three to five years. Lease agreements prohibit sub-letting and sale. On adopting IFRS 16, the entity assumed lease renewals at term end, recording lease liabilities and right-of-use assets. A small head office building will remain in use until its lease expires in three years. Maideline accounts for its tangible non-current assets at cost, less depreciation, and has recognized deferred tax assets due to past tax losses and unutilized capital allowances.

All products sold carry a one-year warranty. Until May 31, 2020, the company offered two- and three-year extended warranties, but these were discontinued from March 1, 2020. Maideline distributes products nationally and internationally under three-year agreements and maintains annual supplier contracts. While no distributors or suppliers have pursued legal actions, some are withholding payments, awaiting penalty settlements they claim are due.

Required:
Using the information provided, identify and explain the financial statement risks to be taken into account in planning the final audit of Maideline in respect of the year ended December 31, 2020. (20 Marks)

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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 2012 – L1 – SB – Q6C – Company Law

State three reasons why a company may be wound-up voluntarily.

There are different ways by which a company may be wound-up. State THREE reasons why a company may be wound-up voluntarily.

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BL – May 2013 – L1 – SA – Q17 – Company Law

This question tests the knowledge of the number of modes of winding up a company.

How many mode(s) of winding up of a company exist?

A. One
B. Two
C. Three
D. Four
E. Five

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BL – May 2014 – L1 – SA – Q13 – Company Law

Identifying the type of winding up ordered by the court.

The type of winding up of a company that is ordered by the court is known as ____________ winding up.

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BL – Nov 2015 – L2 – SB – Q1c – Company Law

Describe two consequences of a company's winding-up on its shareholders.

When a company is wound-up, there are consequences that affect the shareholders of the company.

Required:

Explain briefly TWO consequences of the winding-up of a company on the shareholders.
(4 Marks)

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BL – May 2014 – L1 – SA – Q12 – Company Law

Identifying what is not a ground for winding up a company.

Which of the following is NOT a ground for winding up of a company?
A. Fraudulent trading
B. Resolution by members to wind up
C. Reduction of membership below minimum number
D. Court Order
E. Possibility of abuse of limited liability system

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BL – Nov 2013 – L1 – SB – Q5a – Company Law

Stating reasons for which a court may order a company to be wound up.

When a company is not well managed, it may need to be wound up either voluntarily or by court order.

You are required to:
State FIVE reasons for which a court may order that a company be wound up.

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BL – Nov 2013 – L1 – SA – Q11 – Agency Law

Identifies the court that has jurisdiction to wind up a company.

An agent owes _____________________ to his principal.

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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 – 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 2023 – L1 – SB – Q4d – Company Law

Lists four categories of persons who may petition the court to wind up a company.

Winding up is a formal way of terminating the life of a company.

Required:
State FOUR categories of persons that may petition the court to wind up a company. (4 Marks)

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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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BCL – May 2017 – L1 – Q5a – Types of capital and the financing of companies

List and explain the duties of a liquidator under private or solvent

a) The liquidator under private or solvent liquidation performs certain duties. State THREE of these duties. (10 marks)

 

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BCL – Mar 2024 – L1 – Q5c – Legal Implications Relating to Companies in Difficulty or in Crisis

List and explain grounds for winding up a company under the Bodies Corporate (Official Liquidations) Act, 1963, Act 180.

State FIVE (5) grounds that may lead to the winding up of a company pursuant to the provisions of Bodies Corporate (Official Liquidation Act, 1963, Act 180). (5 marks)

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BCL – May 2019 – L1 – Q7 – Company Law

Discusses the process of liquidation, different modes of winding up, and the consequences of the winding up process.

a) Explain liquidation and state the different modes by which a company may be wound up.
(8 marks)

b) Describe FOUR (4) consequences of a winding up process.
(12 marks)

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BCL – Nov 2018 – L1 – Q4a – Company Law

Explain three privileges available to shareholders with cumulative preference shares.

Explain THREE (3) privileges available to shareholders/members of a company limited by shares with cumulative preference shares. (12 marks)

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BCL – Nov 2018 – L1 – Q3c – Company Law

Identify five situations in which a court can order a company to be wound up.

Identify FIVE (5) situations in which a company can be ordered by court to wind up. (8 marks)

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BCL – Nov 2019 – L1 – Q3a – Legal implications relating to companies in difficulty or in crisis

Explanation of liquidation, winding-up, and dissolution as used in company law.

a) Briefly explain TWO (2) of the following as used in company law:

i) Liquidation (2 marks)
ii) Winding-up (2 marks)
iii) Dissolution (2 marks)

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