CA21: Company Law

CA21: Company Law introduces learners to the legal principles governing the formation, management, regulation, and dissolution of companies. The course provides a comprehensive understanding of the legal framework applicable to incorporated entities, with emphasis on corporate governance, the rights and duties of shareholders and directors, company finance, and regulatory compliance.

Students learn how companies are formed and managed, the implications of separate legal personality and limited liability, and the procedures for company meetings, capital raising, and winding up. The course also examines directors' fiduciary duties, shareholder protection, corporate insolvency, and the role of regulatory authorities in ensuring compliance with company law.

By the end of the course, learners will be able to interpret and apply company law principles to practical business situations, advise on corporate governance and compliance matters, and support sound legal and business decision-making within organizations.

KEY TOPICS

• Nature and classification of companies
• Nature and characteristics of a company
• Types of companies
• Principle of legal personality and veil of incorporation
• Distinction between companies and other forms of business associations sole proprietorships, partnerships and cooperative societies.

• Formation of companies
• Promoters and pre-incorporation contracts and deeds.
• Process and drafting documents required to form a company.
• Rules relating to company names
• Memorandum and articles of association
• Certificate of incorporation
• Effects of incorporation
• Execution of a company’s documents
• Alteration of status of companies

• Membership of a company
• Acquisition of membership
• Register of members
• Rights and liabilities of members
• Cessation of membership
• Register of a company’s beneficial owners
• Derivative actions.
• Shares
• Classes of shares
• Variation of class rights
• Share certificates

• Issue and allotment
• Transfer and transmission
• Transfer of shares under central depository system
• Mortgaging and charging of shares

• Share capital
• Meaning and types of share capital
• Raising of share capital
• Prospectus/information memorandum
• Maintenance of capital
• Alteration and Consolidation of share capital
• Dividends

• Debt capital
• Borrowing powers of a company
• Company assets that can secure a company’s borrowings
• Company debentures
• Company charges
• Meetings and resolutions in respect of debt capital
• Registration of charges
• Remedies for debenture holders

• Company meetings
• Nature and classification of company meetings
• Types of company meetings held to execute various functions of company meetings
• Methods of holding company meetings
• Essentials of a valid physical, virtual and hybrid meeting Voting
• Resolutions
• Drafting resolutions
• Protection of minority shareholders

• Company Directors
• Qualifications, appointment and disqualification
• Powers and duties of directors
• Removal and vacation of office
• Register of directors
• Remuneration of directors
• Loans to directors
• Compensation for loss of office
• Disclosure of director’s interest in contracts
• The rule in Turquand’s case/Indoor Management rule
• Insider dealing

• The Company Secretary
• Qualification, appointment and removal
• Powers and duties of the Company Secretary
• Liability of the Company Secretary
• Register of Secretaries

• Auditors
• Qualification, appointment and removal
• Remuneration of auditors
• Powers and duties
• Rights and liabilities
• Company accounts
• Books of accounts
• Form and content of accounts
• Group accounts
• Director’s report
• Audit of Company Accounts
• Auditor’s report
• Annual returns
• Company Investigation
• Investigation of company affairs
• Appointment and powers of inspectors
• Inspector’s report
• Corporate restructuring
• Need for restructuring
• Mergers
• Post - merger reorganisation of a company’s share capital
• Takeovers and acquisitions
• Mergers and divisions of public companies
• Compromises, arrangements, reconstructions and amalgamations
• Receivership, Administration, Liquidation and Dissolution of companies
• Meaning of receivership, administration and dissolution
• Appointment and vacation of office by the Official Receiver
• Powers and duties of a receiver
• Termination of receivership
• Appointment of an administrator
• Functions and powers of an administrator
• Process of administration
• Termination of appointment and replacement of administrators
• Company voluntary arrangements
• Meaning of liquidation
• Types of liquidation
• Appointment, powers and duties of liquidators
• Discharge of liquidators
• Distribution of assets and dissolution of companies
• Foreign Companies
• Process of registering a company
• Certificate of registration
• Power to hold land
• Registration of charges
• Accounts of foreign companies
• Service of process and notices on foreign companies
• Returns

• Penalties
• Cessation of business

• Sample reading and reference material
• K I Laibuta, (2017). A Handbook of Company Law Revised, Law Africa Publishing.
• Amota Nyang’era Nyasae, (2016), Corporate Secretarial Practice in Kenya Today, LawAfrica Publishing.
• Amota Nyang’era Nyasae, (2016), Meetings: Law and Procedure in Kenya Today, LawAfrica Publishing.
• Kasneb e-learning resources (link on kasneb website)
• Kasneb approved study packs