BBM 400 Company law Moi University

COURSE CONTENT

1) Nature And Classification Of Companies

-Definition of a Company
-Procedure for the Registration of Companies
– Effect of Registration
– Classification of Companies
– Public versus Private Companies

2) Memorandum And Articles Of Association And Promotion

Clauses In The Memorandum Of Association And Its Alteration
Effect Of The Articles Of Association
Alteration Of The Clauses In The Articles And Memorandum Of Association
Promoters ; Duties Of Promoters,
Payment Of Promotion Services
Pre-Incorporation Contract

3) Share Capital

Types Of Capital
Methods Of Raising Share Capital
Allotment Of Shares
Underwriting And Brokerage, Commencement Of Business
Prospectus, Misrepresentation And Omission In The Prospectus
Issue Of Shares At A Premium, And At A Discount, Share Premium Account
Alteration Of Share Capital
Maintenance And Reduction Of Capital

4) Membership , Securities And Majority Rule

Ways Of Becoming A Member, Who Can Become A Member
Register Of Members
Classes Of Shares And Share Certificates
Transfer And Transmission Of Shares; Call And Lien On Shares,
Forfeiture And Surrender Of Shares
Share Warrant
Mortgages On Shares , Dividend ; Debenture
Charges Securing Debenture
Majority Rule And Minority Protection( the rule of foss vs harbottle )

5) Company Management

Number Of Directors , Their Appointment, Disqualifications
Duties Remuneration, Loans To Directors
Loans To Directors
Vacation Of Office , Compensation For Loss Of Office And Relief From
Liability

6) Company Meetings

Kinds Of General Meetings , Notices Of Meeting
Preceding At Meetings
Proxies And Resolutions

7) Accounts And Audit

Books Of Accounts , Group Accounts And Audit Of Accounts

8) Investigation

Investigation Into A Company
Inspectors Report
Expenses Of Investigation
Investigation Of The Companies Membership

9) Winding Up

Winding Up By Court , Voluntary Winding Up And Winding Up By
Contributories And Creditors

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