Contents of company law….
TOPIC ONE
1. Introduction 1
2. GENERAL 1
3. TYPES OF COMPANIES
Chartered company 3
Statutory company 4
Registered company 4
Limited and unlimited company 4
Public and private company
4. COMPANIES AND PARTNERSHIPS
5
5. FEATURES OF THE REGISTERED COMPANY
5
Incorporation by registration 5
Transferable shares 8
Limited liability 9
Disclosure and formality 11
The advantages of forming a company 13
The purpose of company law 15
The sources and reform of company law
TOPIC TWO.
Corporate Personality and the Registered Company
1. THE REGISTERED COMPANY AS A SEPARATE PERSON 53
2. CORPORATE LIABILITY 56
Identification theory 56
Corporate criminal liability 58
Lennard’s Carrying Co re-appraised: the attribution theory 61
3. LIFTING THE VEIL OF INCORPORATION 66
4. INTRODUCTION 9
5. Lifting the veil 10
6. EXCEPTIONS TO THE SALOMON PRINCIPLE
11
Statutory exceptions 11
Judicial lifting of the veil 13
Fraud situations 14
Group situations 15
Miscellaneous situations
Judicial lifting the veil , Statutory lifting the veil 66,79
TOPIC THREE.
THE MEMORANDUM OF ASSOCIATION
47
1. THE NAME OF THE COMPANY
47
Indication of the type of company 48
Prohibited and restricted use of names 48
Index of names 49
Specific permission required 49
Tort of passing off 49
2. CHANGE OF NAME 50
3. PUBLIC COMPANY STATUS
51
Re-registration of a private company as a public company 51
Re-registration of a public company as a private company 51
4. SITUATE OF THE OFFICE
52
5. OBJECTS OF THE COMPANY
53
6. DRAFTING THE OBJECTS CLAUSE
54
7. CHANGE OF OBJECTS
56
8. LIMITATION OF LIABILITY
62
9. CHANGE FROM LIMITED LIABILITY TO UNLIMITED LIABILITY
62
TOPIC FOUR.
1. Directors 245
INTRODUCTION 245
MANAGEMENT OF THE COMPANY
117
2. THE APPOINTMENT OF DIRECTORS
117
Shadow director 117
3. Corporate governance 245
4. The office of director 246
5. Remuneration 249
6. QUALIFICATION OF DIRECTORS
118
7. DUTIES AND OBLIGATIONS OF DIRECTORS GENERALLY
255
Duties are owed to the company 255
Duty to employees 258
Duty to creditors 260
8. THE FIDUCIARY DUTY 262
General 262
Obligation on directors not to fetter their discretion 263
Company Law
Nominee and multiple directorships 265
Duty to use powers for a proper purpose 266
Conflict of personal interest and duty 271
Control of directors’ profits 282
9. REMOVAL FROM OFFICE 119
Weighted voting provisions 119
Quorum provisions 120
Compensation provisions 120
Voting agreements 120
Petition to complain of a removal 121
Petition for a winding up order 121
10. SPECIAL NOTICE 122
11. STATUTORY DISQUALIFICATION OF DIRECTORS
123
Disqualification for general misconduct 123
Disqualification for unfitness 124
Disqualification in other cases 126
Summary disqualification procedure 127
12. DIRECTORS’ LOSS OF OFFICE AND
13. COMPENSATION PAYMENTS 128
14. DUTIES OF SKILL AND CARE
288
15. Liability to third parties 292
TOPIC FIVE.
1. Winding up 389
2. THE TYPES OF WINDING UP 275
Compulsory winding up 275
Voluntary winding up 275
3. LIQUIDATION
275
4. FAIR DEALING 280
5. THE CONDUCT OF THE LIQUIDATION
6. Powers of the liquidator 394
7. The distribution of the company’s assets 396
8. DISSOLUTION
397
9. STRIKING OFF DEFUNCT COMPANIES