Company Law April 2023 past paper

THURSDAY: 27 April 2023. Morning Paper.                                                                    Time Allowed: 3 hours. Answer any FIVE questions. ALL questions carry equal marks. Do NOT write anything on this paper.


1. A group of four graduates have decided to form a small business firm to deal in import and export trade. You have been appointed as a member of the technical committee to help in registering the firm as a limited liability Explain to the committee the matters below:

  • The FIVE legal characteristics of the entity that will be (5 marks)
  • FIVE particulars to be included in the company’s Memorandum of (5 marks)

2. With respect to the nature and classification of companies, distinguish between a registered company and a:

  • Statutory corporation (1 mark)
  • Patnership(4 marks)

3. Outline FIVE instances under common law where the veil of incorporation may be lifted (5 marks)

(Total: 20 marks)

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1. With respect to company meetings, answer the following questions:

  • Define a “special notice”. (2 marks)
  • Highlight TWO circumstances under which a special notice would be (4 marks)
  • Describe FOUR matters that require to be determined by members through a special (4 marks)

2. In the context of Company Directors:

  • Explain the indoor management (4 marks)
  • Identify what constitutes Directors’ (6 marks)

(Total: 20 marks)


1. In relation to company membership:

  • Describe TWO rules which a company might use to remove from its register of members details of a former (4 marks)
  • Explain the circumstances under which a court might order rectification of the register of members of a (2 marks)
  • Explain FOUR disadvantages that a minority shareholder may face in bringing a derivative (4 marks)

2. Describe FIVE responsibilities of a company (10 marks)

(Total: 20 marks)



1. The general rule is that an auditor is only liable to the company for professional Discuss THREE circumstances under which the auditor of a company might be liable to third parties for professional negligence. (6 marks)

2. Outline THREE items contained in a company’s auditor (3 marks)

3. Directors are required to prepare a director’s report to accompany the financial statement presented to members.

Highlight FOUR matters captured in a director’s report.                                                                                                                                  (8 marks)

4. Identify THREE ways in which the appointment of a Court appointed inspector may be (3 marks)

(Total: 20 marks)



1. Describe THREE circumstances under which a company is allowed to pay commission on (6 marks)

2. Highlight the circumstances under which a company might decline to register a transfer of (6 marks)

3. Highlight the particulars contained in a company (8 marks)

(Total: 20 marks)



1. Highlight FOUR grounds upon which the commissioner of insurance might petition for the winding up of a company (4 marks)

2. Highlight SIX powers that a liquidator can exercise without the sanction of the (6 marks)

In the context of foreign companies:

  • Highlight FOUR particulars contained in a certificate of registration of a foreign (4 marks)
  • Discuss the options available to a foreign company to establish presence in (6 marks)

(Total: 20 marks)



1. Highlight FIVE forms of corporate (5 marks)

2. In the context of debt capital, state FIVE advantages of a trust (5 marks)

3. Highlight the documents that a liquidator must lodge with the registrar of companies when making an application for voluntary winding up of a company. (5 marks)

4. With respect to company administration, highlight FIVE powers exercised by an administrator appointed by the (5 marks)

(Total: 20 marks)

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