Contents of company law….

TOPIC ONE

1. Introduction 1
2. GENERAL 1
3. TYPES OF COMPANIES
 Chartered company 3
 Statutory company 4
 Registered company 4
 Limited and unlimited company 4
 Public and private company
4. COMPANIES AND PARTNERSHIPS
5
5. FEATURES OF THE REGISTERED COMPANY
5
 Incorporation by registration 5
 Transferable shares 8
 Limited liability 9
 Disclosure and formality 11
 The advantages of forming a company 13
 The purpose of company law 15
 The sources and reform of company law

TOPIC TWO.

Corporate Personality and the Registered Company

1. THE REGISTERED COMPANY AS A SEPARATE PERSON 53

2. CORPORATE LIABILITY 56
 Identification theory 56
 Corporate criminal liability 58
 Lennard’s Carrying Co re-appraised: the attribution theory 61
3. LIFTING THE VEIL OF INCORPORATION 66
4. INTRODUCTION 9
5. Lifting the veil 10
6. EXCEPTIONS TO THE SALOMON PRINCIPLE
11
 Statutory exceptions 11
 Judicial lifting of the veil 13
 Fraud situations 14
 Group situations 15
 Miscellaneous situations
Judicial lifting the veil , Statutory lifting the veil 66,79
TOPIC THREE.

THE MEMORANDUM OF ASSOCIATION

47
1. THE NAME OF THE COMPANY
47
 Indication of the type of company 48
 Prohibited and restricted use of names 48
 Index of names 49
 Specific permission required 49
 Tort of passing off 49
2. CHANGE OF NAME 50
3. PUBLIC COMPANY STATUS
51
 Re-registration of a private company as a public company 51
 Re-registration of a public company as a private company 51
4. SITUATE OF THE OFFICE
52
5. OBJECTS OF THE COMPANY
53
6. DRAFTING THE OBJECTS CLAUSE
54
7. CHANGE OF OBJECTS
56
8. LIMITATION OF LIABILITY
62
9. CHANGE FROM LIMITED LIABILITY TO UNLIMITED LIABILITY
62

TOPIC FOUR.

1. Directors 245
 INTRODUCTION 245
 MANAGEMENT OF THE COMPANY
117
2. THE APPOINTMENT OF DIRECTORS
117
 Shadow director 117
3. Corporate governance 245
4. The office of director 246
5. Remuneration 249
6. QUALIFICATION OF DIRECTORS
118
7. DUTIES AND OBLIGATIONS OF DIRECTORS GENERALLY
255
  Duties are owed to the company 255
 Duty to employees 258
 Duty to creditors 260
8. THE FIDUCIARY DUTY 262
 General 262
 Obligation on directors not to fetter their discretion 263
 Company Law
 Nominee and multiple directorships 265
 Duty to use powers for a proper purpose 266
 Conflict of personal interest and duty 271
 Control of directors’ profits 282
9. REMOVAL FROM OFFICE 119
 Weighted voting provisions 119
 Quorum provisions 120
 Compensation provisions 120
 Voting agreements 120
 Petition to complain of a removal 121
 Petition for a winding up order 121
10. SPECIAL NOTICE 122
11. STATUTORY DISQUALIFICATION OF DIRECTORS
123
 Disqualification for general misconduct 123
 Disqualification for unfitness 124
 Disqualification in other cases 126
 Summary disqualification procedure 127
12. DIRECTORS’ LOSS OF OFFICE AND
13. COMPENSATION PAYMENTS 128
14. DUTIES OF SKILL AND CARE
288
15. Liability to third parties 292

TOPIC FIVE.

1. Winding up 389
2. THE TYPES OF WINDING UP 275
 Compulsory winding up 275
 Voluntary winding up 275
3. LIQUIDATION
275
4. FAIR DEALING 280
5. THE CONDUCT OF THE LIQUIDATION
6. Powers of the liquidator 394
7. The distribution of the company’s assets 396
8. DISSOLUTION
397
9. STRIKING OFF DEFUNCT COMPANIES