1.Martha is engaged in the promotion of a company.She seeks your advice on several matters relating to the promotion of a company.You are required to advise her on the following matters.

(a) The restrictions upon the choice of a corporate name with a promoter must comply.(8 marks)

(b) The legal duties of a promoter with regard to her responsibility where she sells her own property to the company she is promoting.(6 marks)

(c) The promoter’s right to payment for her services by the company after incorporation.(6 marks)

2.Anna and Berita are directors of Pesa Limited and each holds forty per cent of the ordinary shares.The remainder is held by Charles.

In addition to the shares,Anna also holds debentures issued by Pesa Limited,redeemable on 8th August 2003.Anna wishes to dispose of her shares and debentures.

On the other hand,Berita and Charles do not wish anna’s substantial interest in the company to pass to other people upon the sale of the shares and debentures

Advise Pesa Limited on the legality of each of the courses of action listed below:

(a) Pesa Limited will raise the necessary funds and purchase the shares and debentures.(8 marks)

(b) Pesa Limited will raise funds and lend them to Charles so that he may purchase Anna’s debentures.Charles will also arrange for a private loan guaranteed by Pesa Limited so that he may purchase Anna’s shares.(8 marks)

(c) A new company,Pendo Limited,will be formed and eighty per cent of its ordinary shares will be held by Pesa Limited.Berita and Charles to hold ten per cent each.Pendo Limited will borrow money to buy Anna’s shares and debentures.(4 marks)

3.Distinguish between the following classifications of debentures:

(a) Bearer debentures and registered debentures.(5 marks)

(b) Redeemable debentures and irredeemable debentures.(5 marks)

(c) Debentures and debenture stock.(5 marks)

(d) Unsecured debentures and secured debentures.(5 marks)

4.Joe owns 2000 shares in Lotto Limited and 1000 shares in Jolles Ltd.He sells all his shares in Lotto Limited to Janet and 500 shares in Jolles Ltd to Jeremmy.All the shares in Lotto Limited are partly paid up.Six months later,Lotto Limited goes into liquidation.

(i) In the absence of any express agreement,discuss the liability of Joe and Janet in relation to the company’s debts.(8 marks)

(ii) State the steps to be taken to register the transfer of shareholding from Joe to Jeremmy.(4 mark)

(b) Outline the exceptional cases when a member may be held liable in excess of the limited liability which he undertook when he became a member of the company.(8 marks)

 

 

 

 

 

 

 

 

 

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