A resolution is a special resolution under section 168 of ACT 179 is when it is passed by not less than three-fourths of the votes cast by the members of the company who being entitled so to do vote in person or, where proxies are allowed by proxy at a general meeting of which, notice specifying the intention to propose the resolution as a special resolution, has been duly given

• An infant;
• A person found by a court of competent jurisdiction to be a person of an unsound mind;
• A body corporate;
• A person convicted on indictment, whether in the Republic or elsewhere of an offence involving fraud or dishonesty or of an offence in connection with the promotion or management of a body corporate;
• An undischarged bankrupt or any other person subject to insolvency proceedings under the Insolvency Act, 1962 ACT 153
• A director of a company is not qualified for appointment as a liquidator of that company.
• An auditor of a company shall not be appointed as liquidator in a private liquidation unless on the appointment, a special resolution is duly passed dispensing with the auditing of the accounts of that auditor.

Where the auditors of the company and the members of the company entitled to attend and vote at an annual general meeting agree in writing that an annual general meeting shall be dispensed with in any year (section 149 of ACT 179).

• every member,
• every person on whom the ownership of the a share devolves by reason of that person being a legal personal receiver or a trustee in bankruptcy of a member,
• every director of the company
• every auditor for the time being of the company

A debenture is a written acknowledgement of indebtedness by a company setting out the terms and conditions of the loan (section 80 (2) of ACT 179.

A receiver/manager in that context is appointed where the security of the debenture holder on floating charge becomes enforceable and the holder of the security pursuant to the power in that behalf in the debenture or the deed securing the same…or
Where the company goes into liquidation (section 87 of ACT 179)

The promoters of a business may enter into contracts for that business before they complete the incorporation process. In such a situation, the following principles apply.
Section 13 of the Company’s Act 1963 (Act 179)
(1)Any contract or other transaction purporting to be entered into by a company prior to its formation or by any person on behalf of the company prior to its formation may be ratified by the company after its formation; and thereupon the company shall become bound by and entitled to the benefit thereof as if it had been in existence at the date of such contract or other transaction and had been a party thereto.
(2) Prior to ratification by a company the person or persons who purported to act in the name or on behalf of the company shall, in the absence of express agreement to the contrary, be personally bound by the contract or other transaction and shall be entitled to the benefit thereof. ,

Generally, the promoters will be personally liable for performance obligations under the pre-incorporation contract. Because the corporation does not exist, it cannot perform those obligations.

• Perpetual succession.
• Ownership of property.
• Limitation of liability.
• Separation of ownership and management.
• It can sue and be sued
• Contractual capacity
• Transferability of shares with public companies

• An incorporated company may be, a company limited by shares, a company limited by guarantee, and unlimited company. Kaskala Company Limited under the Companies Act, 1963 ACT 179 (section 16(a) becomes a Company limited by shares with the word Limited as the last word of the name.
• An incorporated company- a company limited by shares is a company with separate legal personality, distinct from its members with powers of a natural person (Salomon V Salomon), a body corporate (section 14(5) of ACT 179) and all the powers of a natural person of full capacity (section 24 of ACT 179).
• Bugi, Palas and Togi are at best members/shareholders/subscribers to the Regulations of the Company (section 30 of ACT 179).
• None of them can claim ownership of the Company since the Company by its legal personality exists on its own. (1.5 mark)

• Section 10 of the Incorporated Private Partnerships Act, 1962 ACT 152 recognises the fact that a firm is a body corporate, distinct from the partners of whom it is composed and capable of exercising the powers of a natural person. (2 marks)
• Despite the corporate nature of the firm however, each partner of the firm is liable, without limitation for the debts and obligations of the firm. A partner of the firm is entitled to an indemnity from the firm and to contribution from the co-partners in accordance with the rights of the partners under the partnership agreement.
• The limitless nature of the liability of the firm is indeed captured from the onset of registration of the firm- section 4 of Act 152. This is further buttressed by section 14 that states that a partner in a firm is jointly and severally liable with the firm and other partners for the debts and obligations of the firm incurred while that partner remains a partner.

• Contract of Service
  The Labour Act, 2003 ACT 651 defining “Contract of Employment” means it to be Contract of Service whether express or implied, and if express whether oral or in writing. Contract of service relates to a working situation where one is an employee or a worker working for an institution in which that worker or employee is either told what to do and how to do it or the institution employs a skilled professional worker or employee into his service. The employee/worker has certain advantages such as being paid salary, taxes are deducted from source and his employer will be liable for his tort arising from the normal course of duty.
• Contract for Services
  Contract for services relates to a working situation where a person works on his own, runs his own business and will work for a person who requires his services. Such a person pays his taxes on his own, files his taxes and is liable for his own tort and provision of his own tools.

i) Section 64 of the Labour Act, 2003 ACT651 provides for the following solutions:

• The employer will be ordered to re-instate the employee from the date of the termination of the employment.
• The employer will be ordered to re-employ the employee in the work for which the worker was employed before the termination, or
• Re-employ the employee in any other reasonably suitable work on the same terms and conditions enjoyed by the worker before the termination, or
• The employer will be ordered to pay compensation to the employee.
                                                                                                                                                                                  (Any 2 points)

Both workers will have the same cause of action as they acted within their rights.

Section 8 of ACT 651 provides for the rights of the employer as follows:

• Employ a worker, discipline, transfer, promote and terminate the employment of the worker;
• Formulate policies, execute plans and programmes to set targets;
• Modify, extend or cease operations;
• Determine the type of products to make or sell and the prices of its goods and services.

Where a cheque bears across its face an addition of the words “and company” or an abbreviation of those words, between two parallel transverse lines, with or without the words “not negotiable” or
Two parallel transverse lines simply, with or without the words “not negotiable”, that addition constitutes crossing, and the cheque is crossed generally.

Where a cheque bears across its face an addition of the name of a banker with or without the words “not negotiable”, that addition constitutes a crossing and the cheque is crossed specially, and to that banker.