QUSTION ONE

Lord Mac Naghten in the matter of Salmon once held: 'The company is to law a different person altogether from the subscribers to the memorandum and though it may be that after incorporation the business is preciously the same as it was before and the same persons are managers and the same hands receive the profits, the company is not in law the agent of the subscribers or trustee of them. 'However, in the light of the above ruling, one of the types of the companies as provided by the companies Act $2002$ is unlimited liabilities companies. What are the differences between unlimited liabilities companies and partnership business undertaking? $($TOTAL $=20$MARKS$)$ SOURCE UE$.$

QUESTION TWO

Memorandum and Article of association are very important documents to be lodged before the register for the purpose of incorporation of the company. However, a company may be registered without the later document because if there is any ambiguity table A of Cap. $212$ may apply: the same cannot happen to the memorandum of Association because it contains the fundamental conditions upon which a company can be registered" Anonymous. In the line of the above assertion explain the importance of Memorandum of Association.

$1$

QUESTION THREE

You have been invited to deliver a speech on various business associations on National Wamachinga Day held at Viwanja Vya Mwembeyanga Dar es salaam. After delivery of your speech, Kalumanzila one of a delegate from Kazulamimba Kigoma approaches you for clarification on advantages and disadvantages of sole proprietorship: assist him.

QUESTION FOUR

Mayele Co Itd is a company incorporated under Tanzania Laws. Currently is facing financial difficulties and have decided to issue cumulative and non$-$cumulative shares to interested

purchasers.Mr Aucho while sipping his Moet at the counter of Mwananchi Park saw the company offer being aired in one of the social media it has been his dream to own shares. He got interested on advert but has never heard about two concepts; Cumulative and noncumulative preferential shareholding. Knowing that you have done corporate law at IAA he decided to call you for advice. He is interested to know which suits him most as an investor and why.

QUESTION FIVE

a$)$ There is misconception between "Winding up$"$ and "dissolution" Concepts. Make a clear distinction between them.

b$)$ Differentiate between members 'winding up and creditor's winding up$.$

QUESTION SIX

a$)$ There are various types of capital a company may advance. Briefly explain them

b$)$ Write short notes on the following concepts used in company in equity capital

i$.$ Registered Capital

ii$.$ Issued Capital

iii. Unpaid Capital

iv$.$ Subscribed Capital

v$.$ Un subscribed Capital