Company Law Study Outline

Lessons in this path

1. 1 Nature and Classification of Companies Distinguish the meaning of company law, major types of companies, and core attributes of public, private, registered, statutory, holding, subsidiary, and foreign companies. 45 min Explanation
2. 2 Incorporation, Corporate Personality, and Foundational Documents Explain the process of forming a company, the effect of the certificate of incorporation, the role of the memorandum and articles, object clauses, ultra vires, and the basic consequences and exceptions to separate legal personality. 75 min
3. 3 Promoters and Pre-incorporation Transactions Identify the legal position, duties, remuneration, disclosure obligations, and personal liability of promoters, including methods of avoiding liability on pre-incorporation contracts. 40 min
4. 4 Membership of a Company Define member versus shareholder, explain how membership is acquired and terminated, identify persons capable of membership, and examine membership records and inspection rights. 70 min
5. 5 Shares and Share Capital Describe the legal nature and characteristics of shares, classes of shares, forms of share capital, transfer issues including forged transfers, and related doctrines such as estoppel and mortgage of shares. 90 min
6. 6 Members’ Rights, Majority Rule, and Minority Protection Analyse individual and corporate membership rights, the rule in Foss v Harbottle, derivative-action exceptions, and statutory remedies available to minority members. 70 min
7. 7 Directors, Company Meetings, and Corporate Decision-Making Examine appointment and duties of directors, board and general meeting powers, essentials of valid meetings, notice and quorum rules, resolutions, proxies, minutes, and the role of the company secretary. 100 min
8. 8 Debt Capital and Company Borrowing Differentiate express and implied borrowing powers, intra vires and ultra vires borrowing, debentures, fixed and floating charges, crystallization, priority issues, and registration consequences. 85 min
9. 9 Accounts, Audit, and Investigation Study company books of account, purposes of audit, auditors’ rights and duties, removal procedure, auditor’s reports, and investigation of company affairs by the registrar, court, or inspectors. 80 min
10. 10 Corporate Restructuring, Receivership, Winding Up, and Foreign Companies Apply company law rules to restructuring options such as compromises, schemes of arrangement, reconstruction, takeovers and mergers, then relate them to receivership, liquidation, and the registration and compliance rules for foreign companies operating in Kenya. 110 min