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SECTION A
QUESTION 1
(a)
(i)
Discharge by Performance: Section 38(1), Contracts Act, 1950: Parties to a
contract must either perform or offer to perform their respective promises,
unless such performance has been dispensed with by any law.
Performance of a contract must be exact and precise and should be in
accordance with what the parties had promised.
Section 42: when a promise accepts performance of the promise from a third
person, he cannot afterwards enforce it against the promisor.
(3 marks)
(ii)
A contract is terminated if the things that the parties agreed to do is
impossible to perform. It can either be at the time the contract was made or
when the obligation became impossible to perform after the conclusion of the
contract.
Section 57(1) – an agreement to do an act impossible in itself is void.
Section 57(2) – a contract becomes impossible.
When a contract becomes impossible to perform, it becomes automatically
void.
Effect of a void contract – Section 66, Contracts Act, 1950.
Obligation of person who has received advantage under void agreement, or
contract becomes void.
(4 marks)
(iii)
Valid contracts of minors:
The general rule is that, contracts made by minors are void. The Age of
Majority Act, 1971: the age of majority in Malaysia is 18 years.
Exception to this rule:
- Contract for necessaries: Govt. of Malaysia v. Gurcharan Singh & Ors.
- Contracts of scholarship: Contracts (Amendment) Act, 1976;
- Contracts of insurance: Insurance Act, 1963: infant over the age of ten may
enter into a contract of insurance and if he is below 16 years old, may
require the consent of his parents or guardian.
(3 marks)
(b)
Sales of Goods Act, 1957:
The Act implies a number of stipulations in every contract for the sale of goods.
These implied terms apply only when the parties have not excluded or specifically
modified them.
(i)
Section 14 (b) of the Sale of Goods Act, 1957: in a contract of sale, unless
the circumstances of the contract show a different intention, there is an
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implied warranty that the buyer shall have and enjoy quiet possession of the
goods.
This implied stipulation is merely a warranty and not a condition. A breach of
this stipulation will not entitle the innocent party to repudiate the contract.
(3 marks)
(ii)
Section 15, Sale of Goods Act, 1957: Where the sale is by sample as well as
by description, it is not sufficient that the bulk of the goods correspond with
the sample, if the goods do not also correspond with the description.
Case: Lau Yaw Seng v Cooperative Ceramica D’Imola.
The performance of the contract was in dispute. The quality of the goods
shipped by the defendant which allegedly were inferior to those the plaintiff
saw as samples of goods on display at a fair where he made the order. In
such a case, it might well be a case where the plaintiff was entitled to reject
the goods and refuse to pay the defendant.
Sale of goods by description covers all cases where the buyer has not seen
the goods but is relying on the description alone.
(3 marks)
(c)
2 sources of unwritten law in Malaysia:
English Law: forms part of the laws of Malaysia. It can be found inter alia in the
English common law and rules of equity. Section 3(1) of the Civil Law Act, 1956
(Revised 1972) provides that, in Peninsular Malaysia the courts shall apply the
common law of England and the rules of equity as administered in England on the 7th
day of April, 1956. In Sabah and Sarawak, the courts shall apply the common law of
England and the rules of equity, together with statutes of general application, as
administered or in force in England on the 1st day of December, 1951 and the 112th
day of December, 1949 respectively.
AND/OR
Judicial Decisions: Malaysian law can also be found in the judicial decisions of the
High Court, Court of Appeal and the Federal Court and the then Supreme Court,
Federal Court and the Judicial Committee of the Privy Council. Decisions of these
courts were made and are still being made, systematically, by the use of what is
called the ‘doctrine of binding judicial precedent’. Judges do not decide cases
arbitrarily. They follow certain accepted principles commonly known as precedents.
Precedents are basically decision made by judges previously in similar situations.
AND/OR
Customs: Customs of the local inhabitants in Malaysia are also a source of law.
Generally customs relating to family law, i.e. marriage, divorce and inheritance, are
given legal force by the courts in Malaysia. ‘Adat’ applies to Malays; prior to the
enforcement of the Law Reform (Marriage and Divorce) Act, 1976, Hindu and
Chinese customary law applied to the Hindus and Chinese respectively. In Sabah
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and Sarawak, Native Customary Laws applies in land dealings over native customary
land and family matters where natives subject themselves to native customary laws.
(4 marks)
(Total : 20 marks)
QUESTION 2
(a)
This question on company law tests the candidates’ knowledge and understanding
on the principle of separate legal personality. The law treats a company as being a
separate person from its members and those who manage its operation. This was
affirmed in the leading case of Salomon v Salomon (1897) where the House of Lords
held that, a company incorporated under the Companies Act is an independent legal
entity separate and distinct from its members. In that case, despite the fact that Mr
Salomon controlled the company, it was not his agent or trustee. The company was
treated as operating the business in its own right, and as separate from its controller,
Mr Salomon. The fact that a company is a separate entity form its controllers was
emphasised in Perman Sdn Bhd & Ors v European Commodities Sdn Bhd & Anor
[2005] where it was held that a company is a separate person from the shareholders.
The shareholders have no interest, legal or beneficial over the property of the
company.
The effect of incorporation is set out in section 16(5) of the Companies Act 1965 and
from the date of incorporation, the company becomes a body corporate which is
capable of exercising all the functions of an incorporated company, it can sue and be
sued, has perpetual succession and a common seal and has power to hold land.
Liability on the part of the members may be limited.
The consequences of treating the company as separate legal entity are as follows:
(i)
(ii)
(iii)
(iv)
Liability of members to contribute in the event of winding up is limited by the
Companies Act. In the case of a company limited by guarantee, the liability is
limited to the amount nominated in the memorandum and article of
association (see sections 18(1)(e) and 214(1)(e), Companies Act). In the case
of a company limited by share, the liability is limited to the amount of any
unpaid shares held by the member (sections 18(3) and 214(1)(d), Companies
Act).
Where a company incurs a contractual obligation or a liability in tort, that
obligation or liability is the company’s and not an obligation or liability of its
members or officers. Hence, the debts of a company are not the debts of its
shareholders. See Fairview Schools Bhd v Indrani Rajaratnam & Ors [1998].
A company can sue and be sued in its own name. Since a company is a
separate legal entity, it follows that it is liable for its own debts and may sue or
be sued in its own name. See Re Application by Yee Yut Ee [1978].
A company has perpetual succession. The company is a continuing entity in
law with its own identity regardless of changes in its membership. See Abdul
Aziz bin Atan v Ladang Rengo Malay Estate Sdn Bhd [1985].
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(v)
(vi)
(vii)
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A company’s property is not the property of its participants. A company may
own property distinct from the property of its members. See Macaura v
Northern Assurance Co Ltd (1925)
A company can contract with its controlling participants. Because they are
separate legal entities, a company and its participants can enter into contracts
with each other. See Lee v Lee’s Air Farming Ltd (1961).
A company has the power to hold land. However, the right to hold land is
subject to certain restrictions as stated under section 199(2) of the
Companies Act.
(6 marks)
This question tests the candidates’ knowledge and understanding on the procedure
for converting from one type of company to another as set out in section 26 of the
Companies Act 1965. The procedures for a company to convert to another type are
as follows:
(i)
The company must pass a special resolution to this effect specifying an
appropriate alteration to the name to change its type and then comply with
various registration requirements, including providing information to the
Registrar of Companies (ROC). In the case of a private company converting
to a public company, the following documents need to be lodged with the
ROC (see section 52(2)(b) and section 26(2), Companies Act):
I.
A copy of a special resolution determining to convert and specify its
change of name;
II.
A statement in lieu of prospectus; and
III.
A statutory declaration verifying compliance with section 52(2)(b) of
the Companies Act.
If the change of type is one permitted under the Companies Act, the ROC will
then alter the details of the company’s registration to reflect the change of
type. The conversion from one type to another does not affect the identity of
the company or any of its rights or obligations or render defective any legal
proceedings by or against the company. Any legal proceedings that could be
commenced against the company prior to the conversion may still be
continued notwithstanding the changes made to the company (section 26(4),
Companies Act 1965).
(6 marks)
(c)
This question on company law tests the candidates’ knowledge on the classification
of companies. A private company is defined in section 4(1) of the Companies Act as
follows:
I.
any company which immediately prior to the commencement of the
Companies Act was a private company under the repealed written law;
II.
a company incorporated as a private company pursuant to section 15; and
III.
any company converted into a private company pursuant to section 26(1).
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Any company that is not incorporated as, or converted to, a private company is
treated as a public company pursuant to section 4(1) of the Companies Act. Hence, if
the company does not have the characteristics and restrictions set out in section 15
of the Companies Act, it must be a public company.
The main differences between a private company and a public company are as
follows:
I.
private companies must in its memorandum of association, restrict the
right to transfer its shares;
II.
private companies are not permitted to have more than 50 shareholders
(counting joint shareholders of shares as one person and excluding
shareholders who are employees of its subsidiary or any person who
while previously in the employment of the company or of its subsidiary
was and has continued to be a member of the company;
III.
private companies are not allowed to undertake certain fund-raising
activities that require the issue of a prospectus. This includes offering to
issue shares and debentures to the public generally.
IV.
public companies are required to maintain a register of substantial
shareholders (section 69L of the Companies Act);
V.
Public companies are required to lodge financial reports, regardless of the
size of the company’s operations (section 169(1) of the Companies Act);
and
VI.
Restriction on loans to directors or connected persons apply to public
companies (sections 133 and 133A of the Companies Act).
(4 marks)
(d)
This question on company law tests the candidates’ knowledge on the procedure on
registration of companies. The required procedure in registering a company is set out
in section 16 of the Companies Act and they are as follows:
i.
To lodge with Registrar of Companies (ROC) the prescribed form (Form
13A), a request for availability of name, accompanied by the prescribed fee.
The person proposing to register the company will need to decide whether
the company will be a private company or a public company. He/she has to
decide on the name of the proposed company and the purpose for which the
company is formed.
ii.
If the name is available for registration, the ROC will reserve for three months
the name that is submitted (section 22(6), Companies Act). Within these
three months, the memorandum and articles of association, and statutory
declarations by the secretary and promoter of the proposed company,
together with the prescribed fees must be lodged with the ROC (section 16,
Companies Act).
iii.
The person proposing to register the company will need to:
(i)
Decide who will be the member or members of the company. All
companies must have at least two members (section 14, Companies
Act). The planners will also need to decide the number of shares to
be taken up by each member, and whether those shares are to be
divided into different classes. If the shares are to be divided into
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(ii)
(iii)
(iv)
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different classes, the rights attaching to each class must be decided.
The proposed members must consent in writing to becoming
members of the company (section 65, Companies Act).
Decide who will be the directors of the company. A private company
must have at least two directors.
Decide who will be the secretary or secretaries of the company. All
companies must have at least one secretary.
Choose an address to be the company’s registered office (section
120 Companies Act – this may be lodged with the ROC within one
month of incorporation; and
Decide whether the company will adopt the Table A articles of
association or draft its own articles of association (section 30,
Companies Act).
If the application is complete and the fee has been paid, the ROC will
register the company, allocate a company number and issue a
certificate or incorporation for the company (section 16(4), Companies
Act).
(4 marks)
(Total : 20 marks)
SECTION B
QUESTION 3
(a)
Section 3 (1) of the Partnership Act, 1961.
Partnership is the relation which subsists between persons carrying on business in
common with a view of profit.
(3 marks)
(b)
Section 12: Liability of firm for wrongs
Where, by any wrongful act or omission of any partner acting in the ordinary course
of the business of the firm or with the authority of his co-partners, loss or injury is
caused to any person not being a partner in the firm, or any penalty is incurred, the
firm is liable thereafter to the same extent as the partner so acting or omitting to act.
Note: In order to make the firm liable, the tortuous act must be committed by a
partner either in the ordinary course of the business of the firm or with the authority of
his co-partners.
(4 marks)
(c)
A partner is still liable, after retirement, to persons who deal with the firm after a
change in its constitution unless he has given notice to such persons that he is no
longer a partner: Section 38(1) Partnership Act, 1961.
Case: Re Siew Inn Steamship Co.
Tan Sin Moh v. Lebel Ltd
Philips Singapore Pte. Ltd. v. Han Jong Kwang & Anor.
(3 marks)
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(d)
Section 3(1): Partnership is the relation which subsists between persons carrying on
business in common with a view of profit.
A partnership need not have to be created by a formal written agreement. It may be
created orally or in writing. Although the word ‘partnership’ does not appear in the
agreement, a partnership may still exist if the relationship between the individuals
has the business character of a partnership within the scope of the Act: Ratna Ammal
& Anor v. Tan Chow Soo
(4 marks)
(e)
Section 22(1): All property and rights and interests in property originally brought into
the partnership stock or acquired, whether by purchase or otherwise on account of
the firm or for the purposes and in the course of the partnership business,G and
must be held and applied by the partners exclusively for the purposes of the
partnership and in accordance with the partnership agreement.
Although cars were registered under personal names, it was the clear intention of the
partners that the cars were meant for the firm’s business. Therefore, the car should
rightfully be returned to the firm. In this case, Ed’s son is claiming under his estate
and may rightfully claim thereof.
Case: Gian Singh v. Devraj Nahar & Anor:
(6 marks)
(Total : 20 marks)
QUESTION 4
(a)
Agency by necessity – S. 142
Situations when necessity may occur:
- Person claiming agent of necessity entrusted with property belonging to
another;
- There was an emergency situation;
- Inability to communicate and obtain instructions from owner of goods;
- Person claiming agent of necessity acted in good faith.
Case: Great Northern Railway v Swaffield
(3 marks)
(b)
-
(c)
Termination by Operation of Law may occur in the following circumstances:
(i) Upon the death of the principal or the agent.
Agency comes to an end upon the death of the principal or agent. An agency
terminated by the death of the principal is effective only when the agent has notice of
the principal’s death – Section 161, Illustration C, Contracts Act, 1950.
Section 162: when the principal dies, the agent must take all reasonable steps to
protect and preserve the interests entrusted to him.
To pay commission or remuneration as agreed to the agent;
- Not to willfully prevent or hinder the agent from earning his commission;
- To indemnify the agent for acts done in the exercise of his authority. and
to reimburse the agent for all money which the agent had paid on the
principal’s behalf and all losses suffered by him in carrying out the
directions of his principal.
- Sections 175 – 178.
(5 marks)
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(i)
When the principal or agent becomes insane.
Since an insane person is not capable to enter into a valid contract to appoint an
agent or act as one, agency is terminated by such insanity.
When the principal becomes insane, the agent is bound to take reasonable
steps to protect and preserve his principal’s interests.
(iii)
When the principal or agent becomes insolvent or is made a bankrupt.
Upon insolvency, a person’s rights and liabilities are vested in the Official Assignee
and, therefore, the agency relationship ceases.
(2 marks)
(d)
Cheng can sell the goods to Ali since Nana has passed away and therefore, by virtue
of section 161 of the Contracts Act, 1950, the agency is terminated by the death of
the principal. However, the termination of the agency is only effective when the
agent, Ben, has notice of the principal’s death: i.e. a week prior to the 25th of
November, 2010: Section 161, Illustration C, Contracts Act, 1950.
So in this situation, Cheng is not obliged to sell to Ben, unless it is proven that Ben
has no notice of Nana’s death whatsoever.
The rationale of this principle is because the agency is confidential and personal, and
therefore, death of either the principal, or the agent would terminate the agency.
(7 marks)
(e)
Agency may arise in the following ways:
(i)
By express appointment by the principal;
(ii)
By implied appointment by the principal;
(iii)
By ratification by the principal;
(ii)
By necessity, i.e. by operation of law in certain circumstances;
(iii)
By the doctrine of estoppel or ‘holding out’.
(3 marks)
(Total : 20 marks)
QUESTION 5
(a)
This problem question on company law tests the candidates’ understanding on the
transfer of shares or stock. Forged transfer of share or stock is a total nullity as no
title can pass under such transfer. This is so even if the company has informed the
original owner that a transfer of his shares has been lodged with the company and
the owner has not responded. A case in point is Barton v London & North Western
Railway (1889) where a company wrote to an executor of a deceased shareholder
stating that a transfer of the testator’s stock had been lodged with it and that unless
she sent a reply within a week, the stock would be transferred to the transferee. She
did not reply and the company proceeded to register in the name of the transferee.
Later, she brought an action to have her name restored to the register of members.
The court held that she was entitled to be so restored.
In Tan’s case, he can sue the stock company to restore the stoke to his name or
compel it to buy equivalent stock and have it registered in his name. The company
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can in turn sue the bank for an indemnity. The bank can claim indemnity from Ariel
because when a person lodges a transfer with the company, he impliedly promises
that the transfer is genuine and when it is not, he has to indemnify the company for
the loss that it suffers. A case in point is Sheffield Corporation v Barclay (1905)
where the fact is similar as in Tan’s case.
However, Storm Pet Sdn Bhd is entitled for damages. A case to illustrate this is Daily
Telegraph Co v Cohen (1905) where, as a result of a forged transfer, the original
owner was removed from the register of members and replaced by the first
transferee, X, who was duly issued with a new share certificate by the company. X in
turn transferred the shares to Y who was the registered shareholder when the forgery
was discovered. The court held that the original owner was to be restored to the
register of members, but Y was entitled to damages from the company as it was
stopped from denying Y’s title.
(10 marks)
(b)
This question on company law tests the candidates’ knowledge on distribution of
dividends in both public and private companies:
(i)
The general rule is that a member of a company may not get any money from
the company except in the form of dividends. Dividend may not be paid
unless there are profits available for that purpose – s 365 (1).
(ii)
Profits need only be available at the time that the dividends are declared.
There is no necessity that there are available profits when the dividend is
actually paid as long as there were available profits when the dividend was
declared – Marra Development Ltd v BW Rofe Pty Ltd (1977)
(iii)
Dividends may be paid otherwise than in cash e.g. shares. The share
premium account may be used to pay up such shares – s 60(3)(6). In such a
case there is no necessity that profits be available.
(iv)
Shareholders cannot compel a company to declare dividends – Burland v Earl
(1902). Howe and when dividends are to be paid is a matter left to the articles
of a company.
(v)
Once a dividend has been declared it is a debt owed by the company to the
members. The declaration cannot be revoked or cancelled nor can the
dividend be reduced – Marra Development Ltd. If the dividend is not paid
when due a member may sue for it.
(vi)
If dividend is paid when there is no profit available every director or manager
of the company who wilfully paid or permitted the payment of the dividend is
guilty of an offence. If it is discovered that a dividend has been declared
illegally, the board may apply to court to have the declaration set aside.
(vii)
A director may be made liable to replace the money paid out – Re Exchange
Banking (1882).
(5 marks)
(c)
This question on company law tests the candidates’ knowledge on permitted buybacks or purchase by a company of its own shares. At common law there was an
absolute prohibition for a company to purchase its own shares. This was established
in the case of Trevor v Whitworth (1887). Section 67 of the Companies Act also
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prohibited such purchases. The purpose of the rule is to ensure that a company’s
capital is maintained, i.e. remains intact and does not get wasted away. However,
following the economic recession in 1997, amendments were made to the
Companies Act allowing for companies to purchase their own shares subject to
certain conditions.
According to section 67(A) a company may purchase its own shares subject to the
following conditions:
(i)
It must be a public company with a share capital
(ii)
The article of association of the company must permit such a purchase
(iii)
The company must be solvent at the date of the purchase and must not
become insolvent as a result of the purchase.
(iv)
The purchase must be made through the stock exchange on which the shares
are quoted and must be in accordance with the relevant rules of the stock
exchange.
(v)
The purchase must be made in good faith and in the interest of the company.
Hence, in the case of Spectrum Sdn Bhd, if the purchase of its own shares that is to
prevent potential take-over of the company is in the interest of the company then
according to s 67(A), it is allowed to do so.
(5 marks)
(Total : 20 marks)
QUESTION 6
(a)
This question on company law tests the candidates’ knowledge and understanding
on the appointment and removal of auditors. When a company is formed, its directors
may appoint an individual or firm as its auditor. If an individual is appointed, he must
be an approved company auditor (section 9, Companies Act). An auditor must be
appointed any time before the first annual general meeting of the company (section
172(1), Companies Act) and then at each annual general meeting to hold office until
the conclusion of the next (section 172(2), Companies Act). If the directors so not
appoint the auditor or auditors, the company in general meeting may do so.
The procedures for appointing and removing auditors under the Companies Act 1965
are as follows:
i.
In practice, the directors of a public company choose the auditor, whose
appointment is then approved (or rejected) by members at the next annual
general meeting after the appointment. When a public company is formed, its
directors appoint an auditor who holds office until the conclusion of the first
general meeting (section 172, Companies Act). Subsequent appointment of
an auditor or auditors is made by each annual general meeting of the
company. The auditor or auditors so appointed will hold office until the
conclusion of the next annual general meeting (section 172(2), Companies
Act).
ii.
The auditor holds office until they retire or cease to hold office in accordance
with the Companies Act. If a vacancy occurs, the directors appoint a
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iii.
iv.
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replacement who holds office until the next annual general meeting, when the
appointment is put to shareholders.
If the company has failed to appoint an auditor or auditors, it appears that the
Registrar may, on the application in writing of any member of the company,
make the appointment (section 172(10), Companies Act).
An auditor may be removed during his term of office by an ordinary resolution
of the company at a general meeting (section 172(4), Companies Act). This
provision is necessary to accommodate the case where an existing auditor
has become obviously unsuitable to continue in office. However, special
notice must be given of such a resolution. Where special notice of a
resolution to remove an auditor is received by a company:
a.
The company must forthwith send a copy of the special notice to the
auditor concerned and to the Registrar; and
b.
The auditor may, within seven days after receipt by of the copy of the
special notice, make representations in writing to the company and
request that, prior to the meeting at which the resolution is to be
considered, a copy of the representations be sent by the company to
every member of the company to whom notice of the meeting is sent
(section 172(5), Companies Act).
c.
The company cannot refuse to send the representations to the
members unless, on the application of the company, the Registrar
orders otherwise. To preserve some degree of independence for the
auditor, he/she may, without prejudice to his/her right to be heard
orally, require that the representations be read out at the meeting
(section 172(6), Companies Act).
(5 marks)
This question on company law tests the candidates’ knowledge and understanding
on auditor’s liability to third parties. The issue in this case is whether a duty of care is
owed by the auditing company to Ah Long.
As a general rule, an auditor of a company, in auditing the accounts under the
Companies Act 1965, owes no duty of care to members of the public at large who
have relied on the audited accounts to buy shares in the company. Furthermore, an
auditor owes no duty of care to individual shareholders in the company who have
relied on the audited accounts to buy more shares in the company. In Caparo
Industries plc v Dickman & Ors [1990], the appellants were auditors, and the
respondents were shareholders of a company. The respondents purchased more
shares in the company after reviewing the audited accounts prepared by the
appellants. The company was in fact in a bad financial situation. Because of relying
on the audited accounts, the respondents had suffered losses. They brought an
action against the appellants, alleging that the accounts of the company audited by
the appellants were inaccurately and misleading and that the auditors had been
negligent in auditing the accounts. The House of Lords held that the auditors did not
owe a duty of care to the respondents. The purpose of the audited accounts
prepared by the auditors was to enable the shareholder as a body to exercise
informed control of the company and not to enable the individual shareholders to buy
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more shares in the company with a view to profit. The auditors’ statutory duty to
prepare accounts was owed to the body of the shareholders as a whole and not to
individual shareholders or the public at large.
In the present problem, Ah Long is alleging that the auditing company had been
negligent in conducting the audit and that the negligence has caused them loss.
Applying the law in Caparo Industries to the given facts, the auditing company may
be advised that they owe Ah Long no duty of care. The purpose of the audited
account was meant for the companies involved and not to a third party or the public
at large.
(6 marks)
(c)
This question on company law tests the candidates’ knowledge on the meaning of
promoters. Persons who take steps related to establishing a new company are
known as the company’s promoters. See Twycross v Grant. The Companies Act
does not define the term ‘promoter’ except for the purpose of liability in regards to the
company’s prospectus (sec 4(1)). Duties and responsibilities of promoters as follows:
(i)
(ii)
(d)
Fiduciary duties and should act with utmost good faith and not make secret
profits out of their promotion
Full disclosure. The law requires the disclosure by the promoters to be full,
frank and explicit. See Gluckstein v Barnes (1900).
(5 marks)
This question on company law tests the candidates’ knowledge on the appointment
and duties of a company secretary which are as follows:
(i)
Appointment procedure:1. Section 139(1) – requires every company to have at least one secretary.
Each secretary must be a natural person of full age. He must have his
principal or only place of residence in a Malaysia.
2. Section 139(1A) – the first secretary is required to be named in the MOA
and AOA. Subsequent secretary are appointed by directors – s 139(3).
3. Section 139(A) – a person may be qualified to act as a secretary of a
company only if he (a) licensed by the ROC for that purpose or (b) is a
member of professional body prescribed by the Minister.
4. Section 139B states that a license may be granted by the registrar only if,
after considering the character, qualification and experience of the
applicant as well as the interest of the public.
(ii)
Duties:
1. Carry the functions of the chief administrative officer
2. Maintain different register’s required by the companies Act e.g. register of
members, substantial shareholders, charges
3. Prepare and lodge with the Registrar all returns required
4. Organise and attend shareholders and directors’ meeting, preparation of
agendas, notices.
CONFIDENTIAL
BCL
13
MIAQE/SEPT 2010
5. Safeguard company’s seal and legal documents
6. Authentication of documents.
(4 marks)
(Total : 20 marks)
CONFIDENTIAL