- 15 Marks
Question
(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)
Answer
(a) The case of Salomon vs Salomon Co. Ltd. (1897) established that upon incorporation, a company becomes a distinct legal personality, separate from its members. This principle is called the corporate veil, which shields the shareholders from personal liability for the debts of the company, except in specific circumstances where the veil can be lifted.
(b) The veil of incorporation may be lifted under the following circumstances:
(i) Under Section 93 of the Companies and Allied Matters Act (CAMA), where the number of members falls below the statutory minimum and business is conducted for more than six months.
(ii) When a company is involved in fraudulent or illegal activities.
(iii) Where directors or members act recklessly or negligently during the winding-up of a company (CAMA Section 506).
(iv) When dividends are paid out of capital, contrary to law (CAMA Section 385).
(c) Types of names prohibited for incorporation:
(i) Names suggesting affiliation with any government agency.
(ii) Names identical or similar to already existing company names.
(iii) Names that are misleading or deceptive.
(iv) Names that are offensive or contrary to public policy.
(d) Statutory terms of a Partnership Agreement as per Sections 24 and 25 of the Partnership Act 1890:
(i) All partners are entitled to share equally in the capital and profits of the business.
(ii) Every partner may take part in the management of the business.
(iii) No partner is entitled to remuneration for acting in the partnership business.
(iv) No partner can be introduced without the consent of all existing partners.
(v) The books of the partnership must be kept at the place of business and be available for inspection by all partners.
- Tags: Company Law, Legal Personality, Lifting the Veil, Partnership Agreement
- Level: Level 1
- Topic: Company Law
- Series: NOV 2011
- Uploader: Theophilus