Business & Company Law Assignment.

Section A: True or False 1. The concept of separate legal entity separates the owners and operators of a company from the company. It prevents the law from saying that the company's obligations, liabilities, rights or property are the obligations, liabilities, rights or property of the owners or operators. 0.5 marks 2. The concept of limited liability means that a company's liability is limited to any amounts remaining unpaid on its shares. 0.5 marks 3. Under section 9 of the Companies Act 2001, a company may be registered as a private company if it satisfies at least two of the following criteria: Its rules prohibit it from offering its securities to the public Its rules restrict the number of shareholders in the company to not more than 100 It has not more than 100 shareholders 0.5 marks 4. One of the grounds where the Registrar must not register a company name is if the name is identical or almost identical to the name of another company. 0.5 marks 5. Property and assets of a company belongs to the company as such and not the members, while in a partnership, the ownership of such vests in the partners. 0.5 marksSection B: Multiple choice 1. The company is the most common form of business structure because it offers a number of advantages over the partnership. The most important advantage is: a. The ease and low cost of tis formation b. The privacy it offers in terms of low level of disclosure required to government and so on C. Limited liability d. The opportunity it offers investors and creditors to choose from multiple borrowers 0.5 marks 2. Which of the following statements about companies is incorrect? a. When a limited liability company is unable to pay its debts, the owners must pay them. b. A company is established by registration C. A company can own property d. A company is a separate legal entity from its owners 0.5 marks 3. Which of the following is not true about companies? a. The members are not agents of the company - the members' actions do not bind the company that is theirs alone. 2b. Liability of members extends to private property c. Dissolution may be necessary upon bankruptcy - if they file for bankruptcy d. All of the above 0.5 marks 4. The constitution of a company can grant the company wide powers. Which of the following is not a power? a. Be a debtor or creditor b. Alteration of the constitution of a company is made based on directors' rules C. Entering into partnership and engaging in any kind of lawful business d. None of the above. 0.5 marks 5. The principle of corporate personality relates to the principle of limited liability which create the features of companies resulting from incorporation such as: a. a person taking up shares in a company knows from the beginning the extent of her or his individual liability, and at any time during her or his membership of that company, the amount he or she may be called upon to pay is restricted to the unpaid portion of the issue price of her or his shares b. the company may contract in any legal manner, and its capacity to contract does not depend upon the legal capacity of any individual member. it is liable only to the extent of its separate property. it may sue and be sued in its own name. c. the company continues in existence irrespective of the death or bankruptcy of a member. d. All of the above 0.5 marksSection C: Short Answers 1. Explain the concept of separate legal entity. 1 mark 2. Explain the difference between a proprietary company and a public company. 1 mark 3. How are companies registered? 1 mark 4. Discuss any ONE advantage of a company. 1 mark 5. Explain the concept of corporate personality. 1 mark 6. Discuss the importance of a certificate of incorporation. 1 mark 7. List the three statutory contracts created by the replaceable rules/company constitution. 1 mark 8. How can a company constitution be changed? 1 mark 9. List the two things a company must ensure its name is clearly written on. 1 mark 310. When submitting an application for incorporation, what other things that must be attached to accompany the application? 2 marks Section D: Long Answers 1. When a company applies to be incorporated, its application must include certain crucial information about the company in accordance to section 6(2) of the Companies Act. Discuss at least 4 crucial information that should be included in a company's application for incorporation. 4 marks 2. What are replaceable model rules? When is it appropriate for a company to use the replaceable rules? 2 marks 3. Discuss the process a company goes through when it wants to change its name. Refer to a relevant section of the Partnership Act 1975. 3 marks 4. Discuss the process in which a public company goes through when it wants to be converted into a private company, and what amendments that need to be done afterwards. Reference a relevant section of the Partnership Act 1975. 3 marks 5. Discuss in detail the significance of section 12 of the Companies Act 2001 2 marks 6. Discuss the grounds upon which a Registrar must not register a company name. 2 marks 7. Discuss what a company has to do when applying for a change of name. 2 marks8. Explain the differences between (a) a company limited by shares, (b) a company limited by guarantee, (c) an unlimited liability company, and (d) a no liability company. 2 marks 9. For each statutory contract created by replaceable rules/company constitution, explain the remedies each party can seek for a breach of their rights. 2 marks 10. What is a constitution? Why would a company use a constitution instead of the replaceable rules? 2 marks