1.(a) The principle of corporate legal personality is an important and fundamental aspect of company law.
Discuss this statement citing relevant decided cases.(6 marks)
(b) Rippofff Company Ltd,a private limited company,has been under inquiry on alleged fraudulent financial transactions
The officers of the company under suspicion have denied any association with the company.
At the inquiry it was suggested that the corporate veil be lifted and the realities of the company in question be looked into.
Explain the instances when the veil of incorporation may be lifted.(14 mark)
2.(a) The ruling in the case of Ashbury Railway Carriage vs.Riche (1875) stated that that an act that has not been authorized by the objects clause of a company’s Memorandum of Association is ultra vires to the company and the members cannot ratify it.”
Discuss.(8 marks)
(b) Explain the various ways in which persons intending to form a company may avoid personal liability on contracts they make on behalf of the proposed company.(6 marks)
(c) It has been held that the Memorandum and Articles of Association of a company shall,when registered,bind the company and the members to the same extent as if the documents had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the memorandum and the articles.
Explain the effect of this provision on the relationship between shareholders and their company and between shareholders themselves.(6 marks)
3.(a) Outline the qualified minority rights of a member which can only be enforced by the joint efforts of a membership group as defined under the Companies Act
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