Question Tag: Limited Liability

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a) Explain the types of companies known to you under the Companies Act, 1963 (Act 179). (12 marks)

 

  • Private Company Limited by Shares: A company having the liability of its members limited to the amount, if any, unpaid on the shares respectively held by them. The number of its members must not exceed 20.
  • Private Company Limited by Guarantee: A company having the liability of its members limited to such amount as the members may undertake to contribute to the assets of the company in the event of its being wound up. This refers to charitable organizations that are not supposed to make a profit.
  • Private Unlimited Company: One not having any limits on the liability of its members as the name suggests.
  • Public Company Limited by Shares: A company having the liability of its members limited to the amount, if any, unpaid on the shares respectively held by them. The number of members does not have any limits.

(4 points at 3 marks each = 12 marks)

Section 9 of the Companies Act, 1963 (Act 179) provides that a company limited by shares is “a company having the liability of its members limited to the amount, if any, unpaid on the shares respectively held by them”.

Required:
State and explain TWO (2) advantages that exist for a company limited by shares. (2 marks)

The advantages include:

  • Property: The Company can acquire/own property and dispose of such property as it wishes.
  • Contractual relationship: A company on incorporation, has the capacity to enter into contractual relationships with natural or legal persons.
  • Suing and being sued: A company may sue natural or legal persons for breach of contractual obligations.
  • Perpetual succession: A company will continue in existence despite the death of its members.
  • Transferability of shares: The shares of a company can be transferred from a member to another person by sale.
  • Legal Personality: On incorporation, a company acquires a legal personality.
  • Figurative veil: On incorporation, there is a figurative veil, meaning it protects their officers and staff generally from legal risks.

(2 points at 1 mark for each point = 2 marks)