MEMBERSHIP OF A COMPANY
QUESTION 1
April 2024 Question Four B and C
(b) Analyse SEVEN rules governing beneficial owners of companies in your country.
(7 marks)
(c) With reference to shareholding, examine FIVE roles of derivative action. (10 marks)
QUESTION 2
December 2023 Question Two A and C
(a) Explain the term “membership” in a company. (2 marks)
c) Alan Simba purchased shares in NZE Company Ltd. hence became a shareholder. He is unaware of his rights as a shareholder and has approached you to advise him on his rights as a shareholder.
Advise Alan Simba on SIX rights conferred upon him for being a shareholder of the company. (6 marks)
QUESTION 3
August 2023 Question Seven B
With specific reference to beneficial ownership:
(i) Explain THREE criteria that a beneficial owner must satisfy.
(6 marks)
(ii) State SIX particulars to be entered in the register of beneficial owners as prescribed by the regulations on beneficial ownership. (6 marks)
QUESTION 4
April 2023 Question Three A
In relation to company membership:
i) Describe TWO rules which a company might use to remove from its register of members details of a former member. (4 marks)
ii) Explain the circumstances under which a court might order rectification of the register of members of a company. (2 marks)
iii) Explain FOUR disadvantages that a minority shareholder may face in bringing a derivative action. (4 marks)
QUESTION 5
December 2022 Question Three A and B
(a) Describe SEVEN reasons why a shareholder’s membership in a company might be terminated. (7 marks)
(b) Highlight THREE items that form the content of a members’ register in a company.
(3 marks)
QUESTION 6
August 2022 Question Four A
Highlight eight rights of a member of a company. (8 marks)
QUESTION 7
April 2022 Question One A
Highlight six ways in which a person might become a member of a company. (6 marks)
QUESTION 8
April 2022 Question One B
Identify four types of particulars to be registered with respect to a company’s beneficial owner. (4 marks)
QUESTION 9
December 2021 Question One B
(i) Explain the meaning of the term derivative action. (1 mark)
(ii) Identify three possible defendants in a derivative claim. (3 marks)
(iii) Determine three possible orders that the court might issue upon hearing an application for permission to continue a derivative claim. (6 marks)
QUESTION 10
December 2021 Pilot Paper Question Two
(a) Highlight four reasons that form a basis for a derivative claim in Kenya. (4 marks)
(b) Outline the information that should appear in a company’s register of members.
(6 marks)
(c) Explain five legal requirements for the beneficial owner’s register in Kenya.
(10 marks)
QUESTION 11
September 2021 Question Two C
John bought shares from Kibao Company Limited. Later on, he discovered that his name was missing from the register of members of the company. The Corporation Secretary has refused to rectify the omission. John is aggrieved and seeks your advice.
Advise John on the following:
(i) Two persons who could sue for rectification of the register of members. (2 marks)
(ii) Four orders that the court might issue with respect to an application for rectification of the register. (8 marks)
QUESTION 12
May 2021 Question Three A
With specific reference to derivative actions:
(i) Define the term “derivative claim”. (2 marks)
(ii) Identify two causes of action with respect to which a derivative claim might arise.
(2 marks)
(iii) Highlight three outcomes that might arise upon the court hearing the application of a derivative claim. (3 marks)
QUESTION 13
May 2021 Question Three B
Outline three rights that a member of a company has with regards to a general meeting
(3 Marks)
QUESTION 14
May 2021 Question Five B
Mutiso, a member of Tusonge Company Ltd., inspected the register of members of the company and noted that his name had been omitted.
Advise Mutiso on how he should proceed to have his name entered in the register.
(8 marks)
QUESTION 15
November 2020 Question four A
Describe five pieces of information to be provided to a company by a person who intends to inspect the company’s register of members. (10 marks)
QUESTION 16
November 2019 Question one A (i)
In relation to the membership of a company:
Highlight six ways through which a person might cease to become a member of a company. (6 marks)
QUESTION 17
May 2019 Question four B
Gipange Limited has a share capital of Sh.50,000. The membership of the company has reduced from forty five members to one member and the register of members was not properly kept. The directors of Gipange Limited have sought your advice regarding the maintenance of a company’s register of members.
In relation to the above facts:
(i) Outline four particulars which might have been contained in Gipange Limited’s former register of members. (8 marks)
(ii) Indicate two contents of Gipange Limited’s current register of members.
(2marks)
QUESTION 18
May 2018 Question five B
In relation to membership of a company:
(i) Describe three ways through which a person might become a member of a company.
(6 marks)
(ii) Elaborate the process of effecting changes to the register of members. (4 marks)
QUESTION 19
November 2017 Question five A
Explain five circumstances under which a member of a company might be held liable beyond his limited liability. (10 marks)
QUESTION 20
May 2017 Question one C
(i) Identify two instances when the High Court might rectify the register of members of a company. (2 marks)
(ii) Discuss four ways through which a person’s membership of a company might cease.
(8 marks)
QUESTION 21
May 2017 Question five A
Discuss five powers of an inspector in the investigation of a company’s affairs.
(10 marks)
QUESTION 22
November 2016 four A
With reference to membership of a company:
(i) Summarise eight rights of members to communication on company information.
(8 marks)
(ii) Highlight two particulars to be entered in a company’s register of members. (2 marks)
QUESTION 23
May 2016 four A
Indicate five liabilities as contributories of present and past members of a company.
(10 marks)
QUESTION 24
September 2015 Question three A
State five ways in which a person’s membership in a company might cease. (5 marks)
QUESTION 25
September 2015 Question five D
Explain four grounds under which a court might deem it just and equitable to wind up a company. (4 marks)
