Ziale Co Law Mid-Yr Exam 16 Mar 11

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Zambia Institute of Advanced Legal Education MARCH 2014 LEGAL PRACTITIONERS QUALIFYING MIDYEAR EXAMINATION PAPER &: COMPANY LAW AND PROCEDURE WEDNESDAY 16" MARCH, 2011 MARKS: 100 TIME: 14:00 ~ 17.00 HOURS INSTRUCTIONS TO CANDIDATES SS 1. ANSWER FIVE QUESTIONS AS FOLLOWS: () TWO QUESTIONS FROM PART ONE (Il) TWO QUESTIONS FROM PART TW (lil) THE FIFTH QUESTION FROM EITHER PART ONE OR PART TWO 2, BACH QUESTION CARRIES 20% 8. THE DURATION OF THE EXAMINATION IS THREE (3) HOURS WITHIN WHICH CANDIDATES ARE EXPECTED TO ANSWER FIVE QUESTIONS OUT OF EIGHT QUESTIONS 4. DO NOT BRING ANY REFERENCE BOOK OR NOTES IN THE EXAMINATION ROOM PART ONE QUESTION ONE, w nis utr idle to suggest that 4 company's comporate capacity can only be fll ‘appreciate by reference to, inter ali, its anieles of association” Deo you ngse? Give reasons for your point of view, JS Marke} w According to Gower and Davies Prinsiples of Modern Company Law (8 Edition), “ol fs ne longer neesssary’ for ® company 16 set Gut is objsets, Unless (a cempany) chooses otheriss its objects willbe unestricied, i ic will have unlimited capacity" (at pls) Ca a company Incorporated under the Zambian Companies Act, Chapter 388 of the Laws of Zambia, whose articles do not restrict the business thatthe company can undertake pursue ‘objects other than those thar would have been spesitied in the application for incorporation Felating w such a company? Give reasons for your answer. 1 Marks) cc} You are the Legal Counsel of X Limited, w private company limited by shares which is Inconporated wnder the Companies Act CAP 388 ofthe Laws of Zambia, According w the company’s application foc incorporation which Was lodged withthe Oiflce of the Registrar of Companies (nov Paients and Companies Reyistntion Agency) atthe time of incorporation, the company’s objects were sated ws follows Principle Business: Gener tracing. Other Business ‘Any business incidental toot connected with the Company's Principal business The ales of the company do not restrict the business that the company ean undertake ‘The Managing Director of X Limited has been anxious to know the effect and ramifications of sections 21, 22 and 23 of the Companies Act, CAP 388, visebvis the objects of X Limited, Prepare a reasoned opinion for vour Managing Director. [10 Marks} QUESTION TWO. o ‘Section $1(1) of the Companies Act of the United Kingdom enacts that: "A contract that purports to be made by or on behalf of « company ata time when the ‘ompany has not been formed has effect, subject co any agreement. the contrary. as one ‘made with the person purporting to act forthe company oF as agent fOr it and he is personally liable onthe contact accordingly. Examine the above provision inthe context of Zambian company la, paying particular atention to any similarities and differences that you may iii. 110 Marks) ” ‘You are the principal legal advisor tothe Minister of Commeree ofthe Republic of Zambia and have been instructed to prepare legal opinion for the Minister seting out any’ arguments that {You may have for and against the legal postion under the United Kingdo law relative to the position under the Zambian Companies Act, [10 Marks}

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