INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS IN ZIMBABWE

(ICSAZ)

DIPLOMA IN FORENSIC ACCOUNTING (DFA)

SYLLABUS – DFA LEVEL ONE

BUSINESS AND CORPORATE LAW

1. AIM
This subject will enable a student to apply business and corporate law in business environment.

2. LEARNING OUTCOMES
By the conclusion of this module the candidate will be able to:
- Outline the legal personalities of companies
- Distinguish types of companies their formation and powers
- Outline company’s securities and company capital
- Outline membership of companies
- Demonstrate management of companies
- Conduct meetings
- Analyse the company in trouble
- Outline state owned enterprises
- Apply corporate governance
- Apply the law of insolvency
- Apply the law of trust
- Resolve disputes

3. LEARNING CONTENT

3.1 Partnerships and Companies

- Formation
- Dissolution of Partnerships
- Differences between partnerships and companies

3.2 General Principles of Contract

The formation of a contract, consensus and capacity to act.
Effect of defects of will such as in mistake, misrepresentation, duress, undue influence etc.
Performance must be possible: Effect of impossibility of performance existing at the time of the
conclusion of the contract as distinguished from supervening impossibility of performance.
Transfer of contractual rights and obligations. The conclusion of contracts, its performance and its
objects must be lawful with particular emphasis on agreements in restraint of trade.
Formal requirements must be met.
The contents and Interpretation of the contract
- essentialia of a contract
- implied terms
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 - the Parol Evidence Rule.
- Breach of contract and remedies on the ground of breach.
- The termination of obligations.

3.2.1 Specific Contracts

- Specific Contracts
- requirements for the formation of a contract of sale
- the duties of the seller
- the duties of the purchaser
- transfer of ownership

3.2.2 Contracts of Lease

- definition of a lease
- duties of the lessor
- duties of the lessee
- the hypothec of the lessor
- termination of contracts of lease

3.3 Legal Personality of Companies

The distinctions between companies, private business corporations, partnerships, sole traders, and
other incorporated bodies. The principle of corporate personality, limited liability and perpetual
succession. Lifting of Corporate veil, statutory exceptions and judiciary exceptions.
The laws that govern companies.

3.4 Types of companies, Formation of a Company and Company Powers:

- Private, Public, Private business Corporation. Company limited by guarantee, Co-operative Company
and Statutory Corporations.
- The steps taken in forming the various companies including the process of pre-incorporation
contracts.
- Constitutional documents including the Memorandum and Articles of Association. Ultra vires
doctrine, limitation of articles of association.

3.5 Company’s Securities and Company Capital

- Raising of capital, issue of shares, allotment, underwriting, prospectus, alteration of share capital –
reduction of share capital, share splits, bonus issues, rights issues, sale of shares.
- Shares, debentures, preference shares including redeemable securities.

3.6 Membership of Companies

- Distinction between membership and directorship
- Rights and duties, shares held in trust, register of members, holding and subsidiary companies.
Termination of membership, transfer and transmission of shares.

3.7 Management of Companies

- Election of directors, qualification of directors, board meetings, remuneration, loans, Company
secretary’s role, removal of directors, disqualification of directors.
Business and Corporate Law ICSAZ Diploma in Forensic Accounting | DFA 2
- Officers of the company, executive management, staff statutory officers of the company

3.8 Meetings
- Types of meetings, notices, proxies, quorum, procedures and decision making at meeting and
resolutions, voting, minutes.
- Majority rule and minority protection - both under common law and statutory law provisions.
- Company accounts and audit

3.9 The company in trouble

- Judicial Management – provisional and final
- Schemes of Arrangement and reconstructions
- Winding up of companies

3.10 State owned enterprises

- Statutory bodies, Parastatals – definition, characteristics, establishment, legal status, management,
finance, boards and role of Parliament and responsible Minister

3.11 Introduction to Corporate Governance

- Definition and application of corporate governance
- parties to corporate governance, principles of corporate governance, mechanisms and controls of
corporate governance
- King IV Report 2016 – provisions of the King IV Report 2016
- Zimbabwe National Code of Corporate Governance (Zimcode) – provisions of the Zimcode

3.12 Principles of Insolvency Law

- Winding up of company – voluntary and compulsory
- Insolvency Act [Chapter 6:04] provisions
- Indebtedness and debt serving
- Definition and nature of insolvency
- Acts of insolvency
- Voluntary surrender / sequestration
- Effects of insolvency on the debtor and spouse’s property
- Special aspects of insolvency – voidable preferences, disposals, etc.
- Rehabilitation of the insolvent person

3.13 Law of Trusts

- Nature and kind of Trusts, Creation of Trusts
- Rights of beneficiaries
- Administration of Trust; and Roles and duties of Trustees

3.14 Alternative Dispute Resolution

- Nature of Alternative Dispute Resolution (ADR)
- Types of ADR – principles of negotiation, arbitration, mediation, conciliation and settlement
- Advantages and disadvantages of arbitration versus litigation

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Note:
Candidates will be expected to quote relevant supporting case law and to be familiar with the common Latin
legal terms found in recommended reading material.

4. ASSESSMENT SCHEME

Three hour examination paper with questions set and distributed on the basis of the weighting shown
in the scheme below.

No. Topic Weighting (%)

1. Partnerships and Companies 5
2. General Principles of Contract 15
3. Legal Personality of Companies 5
4. Types, Formation and Powers of Companies 10
5. Company’s Securities and Company Capital 10
6. Membership of Companies 10
7. Management of Companies 5
8. Meetings 5
9. The Company in trouble 10
10. State Owned Enterprises 5
11. Introduction to Corporate Governance 5
12. Principles of Insolvency Law 5
13. Law of Trusts 5
14. Alternative Dispute Resolution 5
Total 100

5. RECOMMENDED READING

AUTHOR TITLE & EDITION PUBLISHER CITY

Govt. of Zimbabwe Private Business Corporation Act Chapter Govt. Printers Harare
14:11
Govt. of Zimbabwe The Companies Act Chapter 24:03 Govt. Printers Harare
Chapter14:02
Grant (1996) A Guide to the Practice and Procedure ICSAZ Harare
Of the Companies Registration Offices In
Zimbabwe
Masinire R Corporate Law ICSAZ Study Pack ICSAZ Harare
NCCGZ Zimbabwe Code of Corporate Governance NCCGZ Harare
Institute of Directors in King IV Report IoDSA Harare
Southern Africa
Govt. of Zimbabwe Insolvency Act Govt. Printers Harare

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6. SUPPLEMENTARY READING

AUTHOR TITLE & EDITION PUBLISHER CITY

Nkala, J C & Nyapadi T Corporate Law and Practice in Zimbabwe ZDECO Harare
Financial Reporting UK Code on Corporate Governance Financial Reporting Council London
Council Limited
Christie, R H (1992) Practical Commercial Law Harper Collins Harare

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