• Additional capital from shareholders
• Loan capital from banks, financing houses etc
• Funds from friends, private investors
• Investment from venture capital
• Invitation to the public – In respect of securities and invitation for the deposit of money
• Rights issue

• On notice being given by the liquidator under private liquidation to the Registrar (of Companies) that the company may not be able to pay its debts and liabilities in full within the period stated in the declaration of insolvency, the Registrar may make a winding- up order converting the private liquidation into an official winding-up.
• The allegation that the Company is unable to pay its debt in full within the stated period shall be accompanied by a statement in the prescribed form of the company’s assets and liabilities.
• On the commencement of winding-up proceedings against a company, civil proceedings against the company shall be stayed and a transfer of shares of the company is void.
  Section 5 of the Bodies Corporate (Official Liquidations) Act, 1963 ACT 180

• To be held every year and not longer than within 15 months. There’s special dispensation for the first AGM of a company
• Notice of meeting sent out at least 21days before AGM
  Issues to ordinarily consider include:
• Director’s report, Financial Statement, Auditor’s Report,
• Electing Directors to replace those retiring
• Fixing of remuneration of the auditor
• Appointment and removal of Auditors
                                                                                                                                                                                  (Any 4 points)

• Yearly statement which gives essential information about a firm’s composition, activities, and financial position, and which must be filed by every active incorporated or registered firm with an appropriate authority.
• An annual return is not a financial document — it’s a record of publicly available information about your company that appears on the Companies Register. That information, which includes your address and details of directors and shareholders, must be updated each year through an annual return.
• Under the provisions of general corporate legislation, it must contain details such as particulars of the stockholders (shareholders), debenture holders, directors, and the firm’s secretary,
• list of charges (judgments and lien) against the firm’s assets,
• address of the registered office and location of the register of members, along with
• a copy of the latest financial statements.
                                                                                                                                                                                  (Any 5 points)

• Contract under seal between Company, Members and its Officers inter se when Regulations are registered
•  Perpetual Succession
• Separate Legal status
• Legal person created and can sue and be sued

• Cheques,
• Promissory Notes,
• Bills of Exchange,
• Foreign Instruments,
• Share Certificates,
• Dividend warrant etc

• Duties of Directors – to act in good faith, represent the company, fiduciary duties,
• Procedure for termination of appointment
• Board’s authority and involvement in operational activities
• Fiduciary duty of the Finance Manager
• Fraud and criminal implications

• Infants
• Persons found by a competent court to be of unsound mind
• Companies
• Undischarged Bankrupt
• Court Order except with leave of the court, or period court specified expired

• From the date of registration of the firm, the firm becomes a body corporate under the firm name, distinct from the partners of whom it is composed, and capable of exercising the powers of a natural person and of full capacity in so far as those powers can be exercised by a body corporate.
• Although the firm is a body corporate, each partner in the firm is liable, without limitation, for the debts and obligations of the firm; but is entitled to an indemnity from the firm and to contribution from the co-partners in accordance with the rights of that partner under the partnership agreement- Section 10 of the Incorporated Private Partnerships Act, 1962 ACT 152.
  Apina is therefore, entitled to the reimbursement with contributions from the firm and co-partners.

Privileges available to members with cumulative preference shares

• The dividend shall not be payable on any shares ranking subsequent to the cumulative preferential class of shares, until all the arrears of that dividend have been paid.
• Cumulative preferential dividend holders shall not have further right to participate in dividends.
• On winding up arrears of cumulative preferential dividend whether or not earned or declared shall be payable up to date of actual payment as well as with distribution of assets.
• A floating charge is an equitable charge over the whole or specified part of the company’s undertaking and assets both present and future.
  Section 87 of the Companies Act, 1963 ACT 179

Situations in which a company can be ordered to be wound up

• Suspension of authorized business for a whole year
• Company has no members
• Business or objects of the company are unlawful
• Company is operating an illegal purpose
• Company is unable to pay its debts
• If court determines that it is just and equitable
                                                                                                                                                                                  (Any 4 points)

Civil liabilities to a director for a breach of duty

• A director and any other person who knowingly participated in the breach is liable to compensate the company for the loss it suffers as a result of the breach;
• A director shall account to the company for a profit made by the director as a result of the breach;
• A contract or any other transaction entered into between the director and the company in breach of that duty may be rescinded by the company.
  Section 209 of the Companies Act, 1963 ACT 179