RECEIVERSHIP, ADMINISTRATION, LIQUIDATION AND DISSOLUTION OF COMPANIES
QUESTION 1
April 2024 Question Three A
Outline the priority of distribution of assets of a company after dissolution. (3 marks)
QUESTION 2
April 2024 Question Three D
Explain the following terms:
(i) Receivership. (2 marks)
(ii) Administration. (2 marks)
(iii) Liquidation. (2 marks)
QUESTION 3
December 2023 Question Five A and B
(a) Highlight FOUR powers of an administrator in corporate administration. (4 marks)
(b) Describe the process of appointing a receiver during the winding up of a company.
(10 marks)
QUESTION 4
August 2023 Question Two C
A company can be wound up for failure to pay its debts. Explain to Edna Makena, one of the creditors of Ushindi Co. Ltd, THREE circumstances under which a company may be deemed unable to pay its debts. (6 marks)
QUESTION 5
August 2023 Question Four B
Highlight SIX offences relating to liquidation of companies. (6 marks)
QUESTION 6
April 2023 Question Six A and B
(a) Highlight FOUR grounds upon which the commissioner of insurance might petition for the winding up of a company (4 marks)
(b) Highlight SIX powers that a liquidator can exercise without the sanction of the court.
(6 marks)
QUESTION 7
April 2023 Question Seven C and D
c) Highlight the documents that a liquidator must lodge with the registrar of companies when making an application for voluntary winding up of a company. (5 marks)
d) With respect to company administration, highlight FIVE powers exercised by an administrator appointed by the court. (5 marks)
QUESTION 8
December 2022 Question Four C
Summarise the following in relation to company administration:
(i) THREE objectives of administration. (3 marks)
(ii) THREE persons who are entitled to make an application to the Court for an administration order. (3 marks)
(iii) Highlight FOUR powers exercised by an administrator appointed by the Court.
(4 marks)
QUESTION 9
December 2022 Question Seven C
Highlight FIVE documents that a liquidator must lodge with the Registrar of Companies when making an application for voluntary winding up of a company. (5 marks)
QUESTION 10
August 2022 Question Six B
Explain three circumstances under which the official receiver might apply to the registrar for the early dissolution of a company. (6 marks)
QUESTION 11
August 2022 Question Six C
Highlight four grounds for which a company might be liquidated voluntarily. (4 marks)
QUESTION 12
April 2022 Question Two A
Summarise five circumstances under which a company might be liquidated under the just and equitable ground. (10 marks)
QUESTION 13
September 2021 Question Six B
With reference to liquidation of companies:
(i) Enumerate four grounds for liquidation under the just and equitable ground. (8 marks)
(ii) Summarise three consequences of a winding up order. (6 marks)
QUESTION 14
May 2021 Question Seven B
Outline five circumstances under which an unregistered company can be liquidated.
(5 marks)
QUESTION 15
November 2020 Question three B
Discuss the powers of the Office of the Attorney-General (OAG) in the appointment of an investigator of company affairs and ownership. . (10 marks)
QUESTION 16
November 2019 Question seven A
With reference to liquidation of companies:
(i) Outline two powers of the Liquidator exercisable with the sanction of the court.
(2 marks)
(ii) Highlight five grounds for compulsory liquidation by the Court. (10 marks)
QUESTION 17
May 2019 Question seven B (ii)
(i) With reference to liquidation of a company, describe what a liquidator might do in case there is surplus after payment of company’s debts provided in the winding up.
(4 marks)
(ii) Explain three circumstances when a company will be deemed unable to pay its debts.
(6 marks)
QUESTION 18
November 2018 Question four A
Explain four rights of creditors in winding up proceedings. (8 marks)
QUESTION 19
November 2017 Question six A
(i)Describe three ways in which a liquidator might be appointed. (6 marks)
(ii) Explain six powers of a liquidator exercisable without sanction of the court.
(6 marks)
QUESTION 20
May 2017 Question three A
In the context of corporate insolvency:
(i) Outline four grounds upon which the liquidator might resign in a members’ voluntary liquidation. (4 marks)
(ii) Explain four instances when the release of a liquidator becomes effective. (8 marks)
QUESTION 21
November 2016 Question three B
Identify two persons who can act as insolvency practitioners in relation to a company.
(2 marks)
QUESTION 22
November 2016 Question three C
With specific reference to offences relating to liquidation, explain four circumstances under which the directors of alimited company might be charged with fraudulent or wrongful trading. (8 marks)
QUESTION 23
May 2016 Question four B
Flo Limited was incorporated in 2013 with a share capital of Sh.3 million divided into 30.000 shares of Sh.100 each, file main object of the company was to acquire and carry on the business of computer software and associated business which the company might consider conducive or auxiliary thereto, file company has gone into liquidation.
DijoneseMajani a former shareholder has made a claim against the company for the balance of the price of shares which he had sold to the company but which he was never fully paid for.
With reference to the above facts, explain the following:
(i) The rule as laid down in Trevor Vs Whitworth. (4 marks)
(ii) The exception to the rule in (b)(i) above. (6 marks)
QUESTION 24
May 2016 Question seven A
Identify five persons who might apply to the court for the liquidation of a company.
(5 marks)
QUESTION 25
May 2016 Question seven B
Describe five ways in which a liquidator could distribute the assets of a company in a compulsory winding up. (5 marks)
QUESTION 26
November 2015 Question one A
With respect to corporate insolvency:
(i) Highlight three ways in which a liquidator’s powers might be terminated.
(6 marks)
(ii) Explain four contents of the official receiver’s report. (4 marks)
QUESTION 27
November 2015 Question two A
Sweetwaters Ltd. is a private limited company which was incorporated in 1992. The last annual general meeting (AGM) was held in 2005 and the directors of the company have refused to convene one. The company is uncontrollable as the directors have become sworn enemies. Habbakuk Kiprotich, Micah Kimanzi and Obed Kamauhave filed a compulsory winding up petition which has been objected to by John Wanjunii, Luke Manamba and Peter Nyakach.
Micah Kimanzi and Obed Kamau are children of deceased shareholders while Habakuk Kiprotich and Peter Nyakach are the only surviving shareholders. Luke Manamba and John Wanjunji are the legal representatives of their deceased parents.
Advise on the following matters:
(i) The validity of the mode of winding up adopted by the petitioners. (4 marks)
(ii) The persons entitled to petition for compulsory winding up. (4 marks)
(iii) Whether or not Sweetwaters Ltd. will be wound up. (2 marks)
QUESTION 28
September 2015 Question six A
In the context of companies in financial difficulty, distinguish between “winding up” and “receivership”. (6 marks)
