a. Incorporation of a company depends on filing of relevant documents of incorporation with the Corporate Affairs Commission.

Required:

List SIX documents of incorporation.

(6 Marks)

b. Negligence is material to the practice and relationships of professionals.

Required: Explain the law of negligence, stating the essential elements. (4 Marks)

c. A trust is an equitable relationship, which imposes upon a person called a trustee, a duty to deal with the property of the donor under his control.

Required:

Explain the three certainties required of a valid trust. (6 Marks)

d. The directors of a company may remove a Company Secretary from office by giving him the requisite notice.

Required: State TWO matters that a notice to remove a Company Secretary must state.

(4 Marks)

a. The document of incorporation of a company are as follows:

i. approval and reservation of name form;

ii. the memorandum of association stamped by the Commissioner of Stamp Duties;

iii. the name and address of the agent, if the application for registration is being delivered by an agent for registration;

iv. the particulars of the directors with their consent to serve in the prescribed form signed by all the directors and countersigned by at least one director;

v. a statement of the proposed registered office of the company;

vi. a copy of the proposed articles of association of the company, if the company is not relying by default on the model articles as may be prescribed by the Minister of Industry, Trade and Investment;

vii. a statement of the initial issued share capital and initial shareholding in the company, if the company has a share capital;

viii. a statement of guarantee, if the company is limited by guarantee;

ix. a statement of compliance with the provisions of CAMA filed by the applicant or his agent. The CAC may accept that statement of compliance as sufficient evidence of compliance. Note that the CAC may accept that statutory declaration signed by the legal practitioner engaged in the incorporation and attested before the commissioner for oaths or notary public); and

x. any other document that the CAC may require pursuant to any law relating to formation of a company.

b. Negligence simply means carelessness or inadvertence. An act is considered negligent where a person did not take necessary care to avoid the act or the omission and no wrong or bad intention needs to be proved.

Negligence has three elements as follows:

 the existence of a duty of care;

 a breach of the legal duty of care by the defendant; and

 resultant or consequential damage or injury to the plantiff.

c. The three (3) certainties necessary to create a valid trust are;

i. Certainty of words or intention Certainty of words means that the words used must be imperative. It must point clearly at a creation of a trust.

ii. Certainty of subject matter Certainty of subject matter means that the subject matter of the trust must be clearly and sufficiently identifiable and it must be certain and the interest of the beneficiaries ascertainable.

iii Certainty of object Certainty of object means that the beneficiaries are identifiable.

d. Where the board intends to remove the secretary of a public company from office, it must give the secretary a notice-

i. stating that it intends to remove the secretary from office;

ii. setting out the grounds on which it is intended to remove him;

iii. allowing him a period of at least seven working days to make his defence; and

iv. offering him an option to resign his office within a period of seven working days.

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