COMPANY LAW

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1.1 Nature and characteristics of a company

1.3 Principles of legal personality and veil of incorporation

1.4 Distinction between companies and other forms of business associations sole proprietorships, partnerships and cooperative societies

2 Formation of companies 8 Topics

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2.1 Promoters and pre – incorporation contracts and deeds.

2.2 Process and drafting documents required to form a company

2.3 Rules relating to company names

2.4 Memorandum and articles of association

2.5 Certificate of incorporation

2.6 Effects of incorporation

2.7 Execution of a company’s documents

2.8 Alteration of status of companies

3 Membership of a company 6 Topics

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3.1 Acquisition of membership

3.2 Register of members

3.3 Rights and liabilities of members

3.4 Cessation of membership

3.5 Register of a company’s beneficial owners

3.6 Derivative actions

4. Shares 7 Topics

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4.1 Classes of shares

4.2 Variation of class rights

4.3 Share certificates

4.4 Issue and allotment

4.5 Transfer and transmission

4.6 Transfer of shares under central depository system

4.7 Mortgaging and charging of shares

5. Share capital 6 Topics

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5.1 Meaning and types of share capital

5.2 Raising of share capital

5.3 Prospectus/information memorandum

5.4 Maintenance of capital

5.5 Alteration and Consolidation of share capital

5.6 Dividends

6. Debt capital 7 Topics

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6.1 Borrowing powers of a company

6.2 Company assets that can secure a company’s borrowings

6.3 Company debentures

6.4 Company charges

6.5 Meetings and resolutions in respect of debt capital

6.6 Registration of charges

6.7 Remedies for debenture holders

7. Company meetings 7 Topics

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7.1 Nature and classification of company meetings

7.2 Types of company meetings held to execute various functions of company meetings

7.3 Methods of holding company meetings

7.4 Essentials of a valid physical, virtual and hybrid meeting voting

7.5 Resolutions

7.6 Drafting resolutions

7.7 Protection of minority shareholders

8. Company Directors 10 Topics

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8.1 Qualifications, appointment and disqualification

8.2 Powers and duties of directors

8.3 Removal and vacation of office

8.4 Register of directors

8.5 Remuneration of directors

8.6 Loans to directors

8.7 Compensation for loss of office

8.8 Disclosure of director’s interest in contracts

8.9 The rule in Turquand’s case/Indoor Management rule

8.10 Insider dealing

9. The Company Secretary 4 Topics

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9.1 Qualification, appointment and removal

9.2 Powers and duties of the Company Secretary

9.3 Liability of the Company Secretary

9.4 Register of Secretaries

10. Auditors 4 Topics

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10.1 Qualification, appointment and removal

10.2 Remuneration of auditors

10.3 Powers and duties

10.4 Rights and liabilities

11. Company accounts 4 Topics

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11.1 Books of accounts

11.2 Form and content of accounts

11.3 Group accounts

11.4 Director’s report

12. Audit of Company Accounts 2 Topics

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12.1 Auditor’s report

12.2 Annual returns

13. Company Investigation 3 Topics

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13.1 Investigation of company affairs

13.2 Appointment and powers of inspectors

13.3 Inspector’s report

14. Corporate restructuring 6 Topics

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14.1 Need for restructuring

14.2 Mergers

14.3 Post – mergers reorganisation of a company’s share capital

14.4 Takeovers and acquisitions

14.5 Mergers and divisions of public companies

14.6 Compromises, arrangements, reconstructions and amalgamations

15. Receivership, Administration, Liquidation and Dissolution of companies 14 Topics

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15.1 Meaning of receivership, administration and dissolution

15.2 Appointment and vacation of office by the official Receiver

15.3 Powers and duties of a receiver

15.4 Termination of receivership

15.5 Appointment of an administrator

15.6 Functions and powers of an administrator

15.7 Process of administration

15.8 Termination of appointment and replacement of adminstrators

15.9 Company voluntary arrangements

15.10 Meaning of liquidation

15.11 Types of liquidation

15.12 Appointment, powers ,and duties of liquidators

15.13 Discharge of liquidators

15.14 Distribution of assets and dissolution of companies

16. Foreign Companies 9 Topics

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16.1 Process of registering a company

16.2 Certificate of registration

16.3 Power to hold land

16.4 Registration of charges

16.5 Accounts of foreign companies

16.6 Services of process and notice on foreign companies

16.7 Returns

16.8 Penalties

16.9 Cessation of business

17 Sample reading and reference materials 5 Topics

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17.1 Laibuta, K. I. (2017). A Handbook of Company Law ( Revised edition). Nairobi: Law Africa Publishing

17.2 Nyasae, A. N. (2016). Corporate Secretarial Practice in Kenya Today. Nairobi; Law Africa Publishing

17.3 Nyasae, A., N.,(2016). Meetings: Law and Procedure in Kenya Today. Nairobi; law Africa Publishing

17.4 Kasneb e- learning resources (link on the Kasneb website)

17.5 Kasneb approved study packs

COMPANY LAW

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