This course is designed to provide learners with a comprehensive understanding of the principles and practices governing the formation, management, and regulation of companies. It equips learners with knowledge of company classification, membership, share and debt capital, and the roles of directors, secretaries, and auditors. Emphasis is placed on corporate meetings, compliance, and restructuring, enabling learners to apply legal concepts in corporate decision-making and governance to promote accountability, transparency, and effective management within the business environment.

1. Explain the key principles, classifications, and legal foundations governing the formation and operation of companies.

2. Describe the rights, duties, and responsibilities of company members, directors, secretaries, and auditors within the corporate framework.

3. Apply relevant legal provisions and procedures in managing company meetings, share capital, and restructuring processes.

4. Evaluate corporate governance practices, compliance mechanisms, and ethical considerations essential for effective and accountable company management.

Nature and Classification of Companies: Understanding the meaning, nature, and characteristics of a company; distinguishing between different types and classifications of companies (public, private, limited by shares, limited by guarantee, and unlimited); exploring corporate personality, legal status, and the concept of separate legal entity; advantages and disadvantages of incorporation. Formation of Companies: Examining the legal procedures for forming a company; understanding the role of promoters and the importance of pre-incorporation contracts; preparing key documents such as the Memorandum and Articles of Association; the process of registration and issuance of a Certificate of Incorporation; post-incorporation legal requirements and compliance obligations. Membership of a Company: Identifying who can be a member; procedures for acquiring and terminating membership; understanding the rights, duties, and liabilities of members; the concept of the register of members and the maintenance of company records; transfer and transmission of shares; minority protection and shareholder remedies. Shares and Share Capital: Defining shares and share capital; differentiating between types of shares and shareholding rights; understanding share allotment, transfer, forfeiture, and redemption; exploring issues of preference and ordinary shares; legal implications of share capital maintenance, alteration, and reduction; the concept of dividends and distribution of profits. Debt Capital: Understanding company borrowing powers; distinguishing between fixed and floating charges; identifying the types of company securities; the role of debentures, bonds, and other forms of debt capital; procedures for registration of charges; and the rights and remedies of debenture holders. Company Directors: Exploring the appointment, qualifications, and disqualifications of directors; roles and fiduciary duties; powers and responsibilities in corporate governance; removal and resignation procedures; and liabilities arising from breach of duty or mismanagement. Company Meetings: Understanding the purpose and types of meetings (statutory, annual general, and extraordinary general meetings); rules governing quorum, notice, agenda, and resolutions; voting procedures and recording of minutes; legal implications of decisions made during meetings. Company Secretary: Examining the qualifications, appointment, and statutory duties of the company secretary; the role in compliance, administration, and communication between management and stakeholders. Auditors: Understanding the appointment, rights, and duties of auditors; exploring the principles of audit independence, accountability, and reporting; identifying auditor liabilities and professional ethics. Company Restructuring: Exploring mergers, acquisitions, reconstructions, and amalgamations; legal procedures involved in restructuring; the role of courts and regulators; insolvency and winding-up processes; and post-restructuring compliance and reporting requirements.