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Published by: Kingsley 'kingsville' Udofa on Apr 10, 2011
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11/09/2012

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UDOFA, KINGSLEY DAVIDUJ/2005/LW/0096COMPANY LAWCONTINUOUS ASSESSMENT
QUESTIONS
1.
 
State the steps leading to formation of a company with relevant provision of the law and judicialauthorities2.
 
State the differences between limited liability and public liability company with relevant provision of the law and judicial authorities.
JANUARY 2011
 
 
2
 
Table of content
A: FORMATION OF COMPANY 
1.
 
Introduction
a.
 
What is a company - - - - - - - - 3b.
 
Types of company - - - - - - - - - 4
2
.
 
Formation of company
a.
 
Preliminary issues - - - - - - - - 4
i.
 
Right to form company - - - - - - - 4ii.
 
Capacity to form company - - - - - - 5iii.
 
Types of company to be incorporated - - - - 5
b
.
 
Procedure of incorporation - - - - - - - 5
i.
 
Particulars of proposed company - - - - - 6ii.
 
Preparation of incorporation documents - - - - 61.
 
Memorandum and articles of association - - - 72.
 
Notice of address and registered office - - - 93.
 
Statement of authorized share capital - - - 94.
 
Particulars of directors - - - - -105.
 
Other necessary documents - - - - -10iii.
 
Filing of incorporation documents - - - - -11iv.
 
Registration and incorporation - - - - -111.
 
Certificate of incorporation - - - - -122.
 
Corporate personality - - - - - -123.
 
Effects of incorporation - - - - -134.
 
Foreign companies - - - - - - -13v.
 
Conclusion - - - - - - - - -13
B
: LIA 
B
ILITY OF COMPANY 
 
1.
 
Introduction - - - - - - - - - -13
2
.
 
Limited lia
b
ility - - - - - - - - -14
a.
 
Limited by shares - - - - - - - -14b.
 
Limited by guarantee - - - - - - -14
3.
 
PLC & LTD distinguished - - - - - - - -154.
 
Conclusion - - - - - - - - - -17
 
 
3
 
A: FORMATION OF A COMPANY 
The corporate/commercial sector of any economy is always so vital to the growth of such economy. It is for this reason that the potential role to be played by companiesbecomes imperative. In discussing the several methods and steps before a company canbe set up, we must first and foremost attempt a description of a company and theimplications of such definition or description.The concept of µcompany¶ can easily be termed as an µassociation with businessconcerns.¶ Prof L.C.B. Gower 
1
while conceding that the word company has no strictlylegal meaning nonetheless conceived same as an association of a number of people for some common object i.e. for profit or gain. The important aspects of this definition areits recognition of company being;1.
 
an association of people2.
 
For some common objects, and3.
 
For profit or economic purposesThis definition implies that all companies must be for the absolute objective of making profit. However, a company could also be for charitable purpose without anyprofit motive. This indeed captures the inadequacies involved with the art of definitionespecially of legal concepts.However, just like other legal concepts, the definition of company in law alwaysseems to elude permanence and complete acceptability. In law, a reference to companyis a reference to company as defined by statutory law . The
Companies and AlliedMatters Act (CAMA)
2
is the current statute that regulates the operation of companiesand business concerns in Nigeria. In accordance with the Companies and Allied MattersAct, a company may be best described as being;1.
 
A legal framework whereby at least two persons agree to float a businessconcern
3
 2.
 
With some specified objective be it profit or charitable
4
 
1
A renowned English author on company law
2
LAWS OF THE FEDERATION 2004, CAP C20
3
Section 18 CAMA
: as from the commencement of this Act, any two or more persons may form and incorporatea company by complying with the requirements of this Act in respect of registration of such company.

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