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Company Law

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Page 1: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

Company Law

Page 2: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

Contents

• FEATURES• TYPES• FORMATION• COMMENCEMENT• DOCTRINES• DIRECTORS• METHODS OF RAISING CAPITAL• MEETINGS• WINDING UP

Page 3: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

FEATURES

• Separate legal entity

• Limited Liability

• Transferability of shares

• Perpetual Succession

• Can own and sell property

• Can sue and be sued

Page 4: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

Types

• Public

• Private

• Holding and Subsidiary

• Companies limited by shares/guarantee/unlimited

• Corporations

• Public Financial Institutions

Page 5: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

FORMATION

• PROMOTER and his role• Pre – Incorporation Contracts Documents for IncorporationMOAAOAAgreement with MD/Director/managerQualification sharesStatutory Declaration.• Effects of Incorporation

Page 6: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

Commencement

• Not required in the case of Private Companies

• Link with prospectus

• Minimum subscription

• Director’s shares

Page 7: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

DOCTRINES

• CORPORATE VEIL

• ULTRA VIRES

• CONSTRUCTIVE NOTICE

• INDOOR MANAGEMENT

• CORPORATE GOVERNANCE

Page 8: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

DIRECTORS

• ROLE

• TYPES

• APPOINTMENT

• POWERS

Page 9: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

Role of Directors

• Section 291 which states that the Board of Directors can do all those acts which a company can do. This leads to the principle of Agency i.e. the Board of Directors are agents of the company. However it may be noted that this applies to the whole Board and not individual Directors.

Page 10: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

Role of Directors (continued)

• The Directors have a fiduciary relationship with the company i.e. a relationship of trust and faith.( please note that it does not extend to the shareholders).

• Four duties of Director (Prof Gower) - to act in interest of company - to act within the parameters - not to put himself in a position of conflict where

his personal interests clash with the company’s - his responsibility cannot be fettered( delegated)

Page 11: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

TYPES

• Managing Director

• Whole Time Director

• Part Time Director

• Independent Director

• Nominee Director

• Additional Director

• Alternate Director

Page 12: Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP

APPOINTMENT

• By the Articles of Association

• By the Shareholders