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26 Oct

2014 NIGERIAN LAW SCHOOL BAR FINALS QUESTIONS AND ANSWERS IN CORPORATE LAW PRACTICE

THE NIGERIAN LAW SCHOOL
BAR PART 11 FINAL EXAMINATION

CORPORATE LAW PRACTICE

MONDAY, MAY 2014 TIME: 3 HOURS

READ THE INSTRUCTIONS CAREFILLY:
1. This paper is divided into 2 Sections and 2 Answer Booklets are provided.
2. Questions 1 and 4 are compulsory. One other question from each Section should be attempted.
3. Questions from each section should be answered on a separate Answer Booklet.
4. Write your EXAMINATION NUMBER ON EACH ANSWER BOOKLET

SECTION 1

QUESTION 1 (COMPULSORY)
You have been invited by the Government of Lagos State to present a paper at the forthcoming Lagos Economics Summit tagged “Ehin Igbeti 2012” on the topic: “The Legal and Regulatory framework for doing business in Nigeria.” This is to demystify Nigeria and non-Nigerians in the eyes of the foreigners who will be in attendance and enhance the inflow of foreign direct investment to Nigeria. Answer the following questions:
a. Highlight ten (10) relevant laws in this regard.
b. Identify five (5) regulatory bodies saddled with the control of corporate business activities in Nigeria and briefly explain their roles.
c. Explain the exceptions to the requirement of registration by foreign companies intending to do business in Nigeria under the Companies and Allied Matters Act, Cap C20, LFN 2004.
d. (i) Explain the procedure for foreign direct investment in Nigeria
(ii) Highlight the documents that must be delivered to the Corporate Affairs Commission in order to incorporate a Nigerian company.
e. Briefly explain the incentive available to any Company in Nigeria
(i) Manufacturing a “Pioneer Product.”
(ii) Importing raw materials to manufacture goods for export
(iii) For doing business with foreign loan

QUESTION 2

Zenith International Plc of No.20, Zenith Road, Abakpa, Enugu was registered on 12 April 2012. It has a share capital of N10 million divided into 10,000,000 ordinary shares of N1.00 each. The shares were subscribed to by Mr. Stanley Ahmed (30 years old) of No.10 Stanley Close, Abakpa, Enugu, Mr Uzo Ugwu (50 Years Old) of No. 15 Ugo Close, Port-Harcourt and Mr. Henry Yoruba (75 years old) of No.25 Yoruba Road, Nsukka, Enugu State in the proportion of 5,000,000; 3,000,000 and 2,000,000 respectively. Mr. Stanley Ahmed and Mr. Uzo Ugwu are the Directors of the company. As the company’s legal adviser, answer the following questions:

a) Draft the Notice of Statutory meeting to be held by the company, iteming the agenda of the meeting
b) Assuming that the company has decided to remove Mr Uzo Ugwu as a Director and appoint Mr Henry Yoruba as a director;
(i) State the procedure that would be adopted to remove Mr. Uzo Ugwu where no power of removal is contained in the Articles of Association of the company
(ii) Draft the resolution that the company will file with CAC to register the changes
(iii) Fill the attached form CAC 7A for submission to CAC
(iv) Assuming that the company has decided to appoint Bobo & Associates of No.12 Kajoro Close, Abakpa, Enugu as the Company Secretary, fill the attached form CAC 2.1 for submission to CAC.

QUESTION 3

Habib Ventures Limited with registered office at No.10 NBL Villa, Kaduna was incorporated to carry on the business of sale and supply of Information Technology Equipment and Accessories. After incorporation, it was discovered that the capital of the company was not sufficient to run the business as planned. Consequently, the company increased it share capital by N5million divided into 2,500,000 ordinary shares at N2.00 each. It was agreed by the directors (Mr Bello Edwards and Mrs Edith West) to allot the following shares:
a) Mr Ahmed Mohammed of No.8 Sokoto Road Kaduna – 500,000;
b) Mr Eke Edeh of No.13 Ubong Street, Kaduna – 500,000 and
c) Mr Bake Bright, a Japanese of No.3 Japan Road, Isolo Kano–1,500,000, In consideration of the expertise that he would bring into the business of the company.

Due to expansion of the business of the company, it decided to establish an information technology equipment plant. For this purpose, it borrowed the sum of N10 million from Sky Height Bank limited, of No.12 Zik’s Avenue, Kaduna to finance the factory. It used its landed property at No.100 Okapara Avenue, Kaduna as security for the loan. As secretary to the company, address the following issues:
a) (i) State the procedure the company would adopt in allotting the shares to Mr. Ahmed Mohammed, Mr. Eke Edeh and Mr. Bake Bright
(ii) List the documents that would be submitted to CAC in that respect
(iii) Fill the return of Allotment Form of Habib Ventures Limited for filing at CAC. Complete the attached CAC Form.
(iv) Assuming that Mr. Eke Edeh has decided to transfer half of his shares to Mr. Igwe Eze, state the steps involved.

b) (i) State the procedure that Sky Height bank Limited would adopt to perfect the loan of N10 million it gave to Habib Ventures Limited
(ii) Complete the form CAC 9 for filing at CAC assuming that the Deed of Legal Mortgage was executed on 10th April 2012.

SECTION 11

PLEASE USE ANOTHER ANSWER BOOKLET FOR THIS SECTION
QUESTION 4 IS COMPULSORY. One other question from this section should be attempted

QUESTION 4 (COMPULSORY)

Danla Industries Ltd with a share capital of N200 million was incorporated in November 2000 by two childhood friends, Chief Ofern Okon and Engr. Yusuf Bona, who doubles as chairman and Managing Director. Chief Okon and Engr Bona were allotted 50% of the share capital each. Chief Okon, however, owns his portion of the shares jointly with his first wife, Ariat. Due to the need for expansion, they later admitted two other shareholders (Helen Boyo and Ronke Pam) who own 10% each of the un-allotted share capital

At the last Annual General Meeting of the company in December 2010, 5 kobo per share was approved as dividend for shareholders. The Board Recommended purchase of befitting cars for the chairman and Managing Director worth N30m and sitting allowance of N20m. Yemi, Chief Okon’s New wife paid N10m as event management fee for hosting the meeting. The dividend has since not been paid for lack of funds. The company has also not filed its Annual Returns since 2008, despite the auditor’s advice.

a) (i) Advise Mrs Ariat Okon on the steps to take (if any), to protect her interest in the shares of the company
(ii) Assuming Helen Boyo wants to sell all her shares in the company to Ronke Pam, outline the procedure to adopt to effect the transfer.

b) (i) Assuming Hello Boyo and Ronke Pam were aggrieved over the incidents of the last Annual General Meeting, advise them on the minority protection action to take against the erring director, indicting the wrongs they can complain of and the remedy or remedies they can obtain
(ii) Advise the CAC on the procedure to adopt to strike off the name of Danla Industries Ltd, if it considers it a defunct company for failure to file its Annual Returns.

QUESTION 5

Ilo Esien,Olu Fadaka and Umar Abdul were childhood friends and now partners. They recently agreed to reposition their fabrication company. They desire to conserve their meager funds by avoiding registration of their business, if possible. They believe that there will be no need for a written partnership agreement in view of the mutual trust they have shared for years. Answer the following questions: –

a) Illustrate three (3) business names the partners can adopt to avoid registration under “Part B” of the Companies and Allied Matters Act Cap C20 LFN 2004
b) Give three (3) reasons why you will advise the partners to have a written agreement
c) Assuming the partners have resolved to adopt a written partnership agreement explain why the partners should specifically agree on:
i) Partnership Capital
ii) Partnership Property
iii) Dissolution of Partnership

QUESTION 6

Chief Kola Solake, the Governor of Kuba State faced stiff opposition during his election bid in 2011. To counter the opposition, his supporters formed an Association solely devoted to the campaign for his re-election. The Association was later registered as “The Incorporated Trustees of the Association for the Re-Elections of Governor Kola” and it succeeded in getting Chief Kola re-elected. Answer the following:

a) Assuming you engaged to register the association, list 5 documents you will submit to the CAC
b) Draft the special clause in the constitution of the association
c) At a general Meeting of the association held in March 2012, it was resolved to dissolve the association. Outline the grounds for dissolution of incorporated trustees in Nigeria
e) Advise the trustee on the rule guiding the distribution of assets of incorporated trustees.

CORPORATE LAW PRACTICE

MAY 2014

MARKING SCHEME

QUESTION 1 (a)

Any ten (10) of the following will suffice: (5 marks at ½ mark for each point) (“examiners should liaise with moderators where a candidate refers to any different from those below).
i. Companies and allied matters Act
ii. Investment and securities Act 2007
iii. Foreign exchange (monitoring and miscellaneous provisions) Act
iv. Immigration Act
v. National office for technology acquisition and promotion Act
vi. Industrial inspectorate Act
vii. Nigerian investment promotion commission Act
viii. Constitution of the federal republic of Nigeria
ix. Federal high court Act
x. Asset management corporation of Nigeria Act
xi. Nigeria deposit insurance corporation Act
xii. Federal inland revenue Act
xiii. Land use Act
xiv. Central bank Act
xv. Insurance Act
xvi. National insurance Commission Act

QUESTION 1 (b)
Any five (5) of the following bodies will suffice: (1 mark for each point 5 marks)
i. Corporate Affairs Commission (CAC) administers CAMA. It oversees the formation, management and winding up of companies in Nigeria. Investigates company. May also dissolve a company.
ii. Securities and Exchange Commission (SEC): established by the ISA 2007 to regulate the condition for the registration and issuance of company securities. Regulates the capital market in Nigeria.
iii. Industrial Inspectorate Office (Ministry of Trade and Investment). Regulates the grant of pioneer status to companies which lawfully incur capital expenditure.
iv. Nigerian Investment Promotion Commission (NIPC): promotes investment in Nigeria, especially by foreigners through its activities. It housess the one- stop- investment–centre (OSIC), an investment window where most of the critical investment regulatory bodies can be found.
v. National Office for Technology Acquisition and Promotion (NOTAP): promotes acquisition of indigenous technological capacity in Nigeria.
vi. Federal High Court (FHC): by virtue of section 251 CFRN, it exercises exclusive adjudicatory on investment/commercial disputes bothering on most areas of corporate law practice in Nigeria, operation of CAMA.
vii. Nigeria Deposit Insurance Corporation (NDIC): regulates mandatory insurance deposit and some aspects of restructuring by banks and other financial institutions.
viii. National Insurance Commission (NIC): regulates insurance business in Nigeria.
ix. Central Bank of Nigeria (CBN) – apex regulatory body for banks and other financial institutions in Nigeria.
x. Investment and Securities Tribunal – exercises exclusive jurisdiction on some investment and capital market disputes/matters in Nigeria.
QUESTION 1 (c)
The following foreign companies are entitled to apply for exemption from formal registration/incorporation of companies, by virtue of s. 56 CAMA: A foreign company may apply to the President of the FRN for exemption from the provisions of section 54 of this Act of if that foreign company belongs to one of the following categories, that is –
(a) Foreign companies (other than those specified in paragraph (d) of this subsection) invited to Nigeria by or with the approval of the Federal Government to execute any specified individual project;
(b) Foreign companies which are in Nigeria for the execution of specific individual loan projects on behalf of a donor country or international organization;
(c) Foreign government-owned companies engaged solely in export promotion activities; and
(d) Engineering consultants and technical experts engaged on any individual specialist project under contract with any of the governments in the federation or any of their agencies or with any other body or person, where such contract has been approved by the Federal Government.
QUESTION 1 (d) (i)
The procedure for foreign direct investment in Nigeria:
(1) Prepare Joint-Venture Agreement (JVA) and any other necessary pre-incorporation agreements, as are necessary.
(2) Take steps to form a Company to be registered by the CAC.
(3) Application to the NIPC for registration
(4) Application to the SEC for registration of the security/investment.
(5) Application for other permits (expatriate quota, business permit, etc)including application to the Nigerian Embassy in the country of the investor for grant of BUSINESS VISA “Subject to Regularization” (STR).
(6) Importation of capital through an authorized dealer and obtaining certificate of capital incorporation.
QUESTION 1 (d) (ii)
The documents to be submitted to the CAC for incorporation of the Company are (See Regulation 23 of the Company Regulations, 2012):

i. Memo & Articles of association (duly stamped)
ii. Form of Approval and Reservation of proposed Name (CAC 1)
iii. Statement of Share capital & Return of Allotment, duly stamped (CAC 2)
iv. Particulars of Persons who are the First Directors of the Company (CAC 7)
v. Statutory Declaration of Compliance to be signed by a Legal Practitioner (CAC 4)
vi. Notice of Situation/Change of Registered Office (CAC 3)
vii. Particulars of the Person who is Company Secretary of a Company or any Change Therein (CAC 2.1)
viii. Prescribed (registration) fees for incorporation
ix. Evidence of Consent Letter, where applicable
x. Proficiency certificate, where applicable
xi. Photocopy of the information page of International Passport or national Identity card for each Director and subscriber
xii. Residence permit, in the case of foreigners
xiii. Photocopy of duly verified Particulars of Directors, Statement of Share Capital and return of Allotment of Shares together with Memo and Articles of Association for Certification as true copies
xiv. Duly signed and sealed resolution authorizing the subscription where a company subscribes to the Memorandum and Articles of Association
xv. An Affidavit stating the particulars of cancellation of alteration in the signature on any document or any difference in the name on stamp duty receipt and name on other documents
xvi. Any other document required by any law for the incorporation of companies in Nigeria.
QUESTION 1 (e)
The available incentives are:
i. For manufacturing a “Pioneer Product” – Tax holiday for five (5) years subject to extension for another two (2) years. (2 marks).
ii. Importation of raw materials to manufacture goods for export – Duty draw back at the point of the manufactured goods.
iii. Doing Business in Nigeria with foreign loan:
(A) Purchase of foreign currency at official CBN rate to service the foreign loan;
(B) Free repatriation of profit/capital at will
(C) Tax relief
QUESTION 2 (a):
ZENITH INTERNATIONAL PLC
20, ZENITH ROAD, ABAKPA, ENUGU

NOTICE STATUTORY MEETING
PURSUANT TO SECTION 211 CAMA

NOTICE IS HEREBY GIVEN THAT THE STATUTORY MEETING OF THE COMPANY WILL BE HELD ON THE ………… DAY OF …….………………..2012 AT THE .………………………………………………. AT HOUR OF …………………….PM/AM, TO TRANSACT THE FOLLOWING BUSINESS.
1. MATTERS RELATING TO THE FORMATION OF THE COMPANY
2. MATTERS RELATING TO THE COMMENCEMENT OF BUSINESS
3. MATTERS RELATING TO THE STATUTORY REPORT
DATED THIS ………………..DAY OF ……………………………………….2012

BY ORDER OF THE BOARD

_______________________
(NAME & SIGNATURE )
COMPANY SECRETARY (3 marks)

QUESTION 2 (b) (i):
Procedure for removal of director under section 262 CAMA
• SPECIAL NOTICE TO THE COMPANY BY ANY MEMBERS PROPOSING THE REMOVAL
• SECREATRY TO FURNICH THE DIRECTOR CONCERNED A COPY OF THE NOTICE, AND THEN CONVENE A GENERA MEETING WITHIN 7 DAYS
• COMPANY TO GIVE 21 DAYS NOTICE OF THE GENERAL MEETING TO THE MEMBERS AND THE DIRECTOR – MR. UZO UGWU
• DIRECTOR TO MAKE WRITTEN OR REPRESENTATION AT THE GENERAL MEETING
• PASS AN ORDINARY RESOLUTION AT AN ANNUAL GENERAL MEETING REMOVING THE DIRECTOR
• FILE PARTICULARS OF CHANGE OF DIRECTORS – CAC 7 ALONG WITH RESOLUTION (this Form is now called CAC 7A under the Company Regulations, 2012)
• OBTAIN CTC OF CAC7A
• REMOVE DIRECTORS NAME & PARTICULARS FROM THE REGISTER OF DIRECTORS AND DIRECTORS` SHAREHOLDING (IF ANY) (3 MARKS)
• NOTIFY SEC, IF IT IS A PUBLIC COMPANY
• NOTIFY NDIC IF IT IS A BANK
QUESTION 2 (b) (ii):
Zenith International plc
20, ZENITH ROAD, ABAKPA, ENUGU

ORDINARY RESOLUTION PURSUANT TO SECTION 262 AND 248 CAMA

AT AN EXTRA ORDINARY GENERAL MEETING OF THE COMPANY HELD ON THE …..………DAy…………..OF…………………., 20……..AT ………………………………..…………………………………… the following resolution was proposed and duly passed:

(1) “THAT MR. UZO UGWU BE REMOVED AS A DIRECTOR OF THE COMPANY”
(2) “THAT MR. HENRY YORUBA BE APPOINTED AS A DIRECTOR OF THE COMPANY

DATED THIS ………. DAY OF …………………………………., 2012

___________ ____________________
DIRECTOR DIRECTOR /SECRETARY

QUESTION 2 (b) (iii):
Completion of the attached Form CAC 7A

QUESTION 2 (b) (iv):
Completion of the attached Form CAC 2.1

QUESTION 3 (a) (i)
Procedure for allotment of shares 1) Issue prospectus & open subscription list 2). Receive applications 3). Hold a board meeting (allotment committee meeting) to allot shares 4). Send letters of allotment and or regret within 42 days 5). Deal with letters of renunciation 6). Issue share certificates within 2 months 7). File Form of Return of Allotment (Form CAC 2.5) within one month (This Form is now From CAC 2A – see the Company Regulations, 2012)
8. Enter the name of the allottee in the register of members 9. If the shares are issued for consideration other than cash doe also the following: a). Have the property/consideration valued b). Have an agreement for sale (Deed of sale/assignment) prepared C). File the following documents at CAC i). Return on allotment ii). Agreement for sale (Deed of sale/assignment) iii). Agreement constituting title of the allottee

QUESTION 3 (a) (ii)

Form CAC 2A (Return of Allotment) to be fled at the CAC within one month of the allotment
QUESTION 3 (a) (iii)
Completion of the attached Form CAC 2A

QUESTION 3 (a) (iv)

PROCEDURE FOR TRANSFER OF SHARES WHERE SHAREHOLDER IS TRANSFERRING ONLY PART OF HIS SHARES

1) The vendor/Transferor executes the instrument of transfer in favour of the purchaser
2) Send the following t the company:
(i) Notice of transfer
(ii) Copy of the instrument of transfer
(iii) Original copy of the share certificate.
3) Company endorses on the instrument of transfer the words’ “Certificate Lodged.”
4) The endorsed instrument is then given to the purchaser in exchange for the price.
5) The purchaser executes and sends it to the Company for registration. (section 157)
6) Company registers transfer and issues new Share Certificate to purchaser within three months (THE COMPANY ISSUES 2 SHARE CERTIFICATE – 250,000 SHARES TO EKE EDEH & 250,000 SHARES TO IGWE EZE).
7) Enter name of purchaser/transferee in the register of members
QUESTION 3 (b) (i)
PROCEDURE A COMPANY WILL FOLLOW TO CREATE A OVER ITS PROPERTY
1) Pass a Board resolution to authorize the loan/mortgage/charge

2) Negotiation

3) Investigation of title to proposed mortgage property (& writing of search report) & Valuation of the property & writing of Valuation Report

4) Documentation — preparation and execution of relevant documents — e.g.,

a. Deed of Mortgage,

b. Debenture Trust Deed, etc

5) Perfection (if legal mortgage) — Governor`s Consent, Stamping & Registration at the Lands Registry. Please see N.I.D.B. versus Olalomi Ind. Ltd. [2002] 5 NWLR 761.

6) Registration of the charge with the CAC within 90 days. Documents to submit to CAC for this purpose include:

a. Deed of Mortgage,

b. Debenture Trust Deed,

c. Particulars of Charge in the prescribed form (Form CAC 9). —See the Company Regulations, 2012

7) Obtain Certificate of Registration of Charge from CAC

8) Leave Copies of mortgage documents at Company`s registered office, for inspection (ie, keep record of the mortgage/charge at the registered office of the Company)

9) Enter particulars of charge in the following documents:

a. Register of Charges and

b. Register of Debenture Holders (where applicable)

10) After satisfaction (re-payment) of the mortgage sum & interests, and discharging of the mortgage/charge, deliver the following documents to the CAC

a. Form of Memorandum of Satisfaction (Form CAC 10) — See the Company Regulations, 2012; and

b. Evidence of discharge of the Mortgage (i.e., Copy of Deed of Release/Surrender/Re-conveyance/Discharge or Receipt of payment if created by Charge by Deed or evidence of filing RTL Form 6 if under RTL)

11) Upon enforcement of security (that is, where mortgagee enforces the security due to mortgagor’s default), notify CAC of appointment of Receiver or Manager.
QUESTION 3 (b) (ii)
Completion of the attached Form CAC 9 (Particulars of Charge) — See the Company Regulations, 2012

QUESTION 4 (a) (i)

See section 156 CAMA for the procedure.
Mrs. Ariat Okon, being a joint holder of 50% of the share capital of the company with her husband, Chief Ofem Okon, can protect her interest by serving on the company, Danla Industries Ltd a notice and affidavit of interest. The company must enter on the register of members the fact that such notice has been served and must not do anything contrary to the notice unless 42 days notice of such action has been served on the claimant and the 42 days notice has expired.

QUESTION 4 (a) (ii)
Procedure for transfer of shares where vendor sells ALL the shares in his certificate:

(1) The vendor/transferpr executes an instrument of transfer in favour of the purchaser
(2) Send the following t the company:
(i) Notice of transfer
(ii) Copy of the instrument of transfer
(iii) Original copy of the share certificate.
(3) Company registers transfer and issues new Share Certificate to purchaser within three months
(4) Enter name of purchaser in the register of members —-see S. 151. (8 marks)

QUESTION 4 (b) (i)
CAMA allows directors to be paid sitting allowance – S. 262 (2) CAMA
The recommended befitting car and sitting allowance of N30M and N20M respectively is excessive in view of the company’s share capital and also a breach of the directors fiduciary duty to the company since the recommendation is yet to be executed by the company , Helen and Ronke may take any of the following MINORITY PROTECTION ACTIONS, depending on the circumstance:

• Members direct action under S. 300 (e) 300 (d) – committing fraud on the company and or under S. 300 (f) – directors likely to profit from their breach of duty.
• Derivative action under section 303
• Relief on grounds of unfairly prejudicial and oppressive conduct
• Petition CAC for investigation
• File a petition for winding up on just and equitable grounds
 On the issue of N10M for Chief Okon’s new wife- the fee appears excessive but since the act is already concluded, a derivative action under S. 303 will be appropriate.
 On the issue of divided – Dividend once declared becomes a personal right. Lack of funds cannot be an excuse since the directors want to pay themselves excessive allowances. The affected members should take members direct action (personal action) under S. 300 (c) because their personal rights have been infringed.
QUESTION 4 (b) (ii)
CAC must send to the company by post a letter inquiring whether the company is still carrying on business. If CAC does not receive answer to the notice within one month of sending it, it must send second notice within 14 days after the expiration of the one month notice. The second notice shall state that the first notice was sent and no answer was received and that failure to reply the second notice within one month from the date on the notice, the notice will be published in Gazette to strike the name of the company off the register. If CAC receives no reply to the second notice within one month or CAC receives a reply that says that the company is no longer doing business, CAC may publish in the Gazette and also send a notice by post to the company, that at the expiration of 3 months the name of the company will be struck off the register, unless evidence is shown to the contrary S. 525 (1) (2) (3) CAMA. (8 marks)
QUESTION 5 (a)
 Ilo Esien, Olu Fadaka and Umar Abdul
 I. Esien, O. Fadaka and U. Abdul
 Esien, Fadaka and Abdul (6 marks)
QUESTION 5 (b)
• It makes interpretation easier and possible by the court.
• It reduces the incidence of cheating and oppression
• Reference to the terms is made when conflict arises.
• It will allow the parties to provide against presumptions of partnership law/ Act. (6 marks)
QUESTION 5 (c)
Partners must provide for whatever terms they have agreed upon in the partnership agreement because the law presumes equality of rights and obligations.
(i) Failure to provide for capital will imply that the partners have contributed the capital equally (1 mark)
(ii) Partners will be deemed to have equal rights to the partnership property if nothing is provided to the contrary (1 mark)
(iii) The partnership will be deemed to be partnership-at-will which can be terminated at the instance of any of the partners. Death or incapacity of a partner may also signify the death of the partnership if there is no provision for continuation after such occurrence. See Partnership Act/Laws Lagos S. 25. (1 mark)
QUESTION 6 (a)
(1) Form of Approval & Reservation of Name (CAC 1)
(2) Application letter, signed by the chairman and secretary of the association or by their solicitor
(3) Prescribed application form for registration of Trustee – CAC/IT/1
(4) Original copy of newspaper publication
(5) Two copies of the applicant/association`s Constitution
(6) Extracts of the Minutes of the meeting where the Trustees were appointed
(7) Minutes of the meeting where the Special Clause was adopted
(8) Sworn Affidavit by each trustee that, he/she is not disqualified under CAMA
(9) Impression/drawing of the of the association`s common seal
(10) 2 passport photographs of each trustee
(11) Evidence of land ownership or undertaking in lieu of this
(12) Letter of authority from the association to the solicitor conducting registration on the association`s behalf
(13) Evidence of payment of prescribed registration fees
(14) Notice of Situation of the Address of the association or any changes therein
(15) Evidence of payment of filing fees
See Regulation 65 of the Company Regulations, 2012 ( 3 marks)

QUESTION 6 (b)
The Special Clause: I

“If after the winding up or dissolution of the incorporated trustee, there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid or distributed among the members of the association, but shall be given or transferred to some other institutions having objects similar to the objects of the body” (3) marks

QUESTION 6 (c)
The grounds on which the incorporated trustees may be dissolved is contained in section 608 (2) as follows:
(i) That the aims and objects for which it was established have been fully realized and no useful purpose would be served by keeping the corporation alive.
(ii) That the corporate body was formed to exist for a specified period and that the period has expired and it is not necessary for it to continue to exist,
(iii) That all the aims and objects of the association have become illegal or otherwise contrary to public policy.
(iv) That it is just and equitable in all the circumstances that the corporate body be dissolved.
QUESTION 6 (d)
The rule guiding the distribution of the assets of incorporated trustees is contained in section 603 (1) that is (4 marks). Besides, the income and property of the association shall be applied solely towards the promotion of the objects of the body as set forth in its constitution and no portion therefore shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profit to any of the members of the association.

Isochukwu

Quite eccentric really

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