Company Law (or Corporate Law) governs the formation, operation, and dissolution of companies. It establishes the rules that balance the interests of shareholders, directors, creditors, and the public. To excel in this exam, you must demonstrate a mastery of the Salomon v Salomon principle, understand the statutory duties of directors, and be able to evaluate the rights of Minority Shareholders.
Below is the exam past paper download link
Download PDF Past Paper On Company Law For Revision
Above is the exam past paper download link
To help you “incorporate” success into your studies, we have synthesized the most frequent high-level questions found in recent Company Law past papers.
Company Law: Key Revision Q&A
Q1: What is the principle of “Separate Legal Personality”? A: Established in the landmark case Salomon v A Salomon & Co Ltd, this principle states that a company is a legal person separate from its members.
Consequences: The company can own property, enter contracts, and sue or be sued in its own name.
Limited Liability: Shareholders are generally not personally liable for the company’s debts beyond the amount unpaid on their shares.
Q2: When can the “Corporate Veil” be pierced? A: While the separate entity principle is strong, courts may “pierce the veil” to look behind the company structure to the individuals in control. This usually happens in cases of:
Fraud or Facade: Using a company to evade existing legal obligations.
Agency: Where the company is a mere agent of its shareholders.
Statutory Provisions: Specific laws (like fraudulent or wrongful trading) that hold directors personally liable.
Q3: What are the “Fiduciary Duties” of Directors? A: Directors owe duties to the company (not individual shareholders). Common statutory duties include:
Duty to act within powers: Following the company’s constitution.
Duty to promote the success of the company: Acting in good faith for the benefit of members as a whole.
Duty to exercise independent judgment: Not being a “puppet” for others.
Duty to avoid conflicts of interest: Disclosing personal interests in transactions.
Q4: Contrast “Articles of Association” vs. “Memorandum of Association.” A: * Memorandum: Historically defined the company’s external face and objects (though its role has been reduced in modern law).
Articles: The internal rulebook. It governs the relationship between the company, its directors, and its members, covering matters like share transfers, meeting procedures, and voting rights.
Q5: What are the remedies for “Minority Shareholder Oppression”? A: If a majority of shareholders act in a way that is “unfairly prejudicial” to the minority, the minority can seek:
Derivative Action: Suing on behalf of the company against directors for breach of duty.
Unfair Prejudice Petition: Asking the court for an order, such as requiring the majority to buy out the minority’s shares at a fair price.
Why Practice with Company Law Past Papers?
Law exams are Problem-Based and Analytical. You won’t just define “equity”; you will be given a scenario about a director selling their own land to the company at an inflated price and asked to “Advise the board on the Breach of Fiduciary Duty” or “Analyze the validity of a Special Resolution passed without proper notice.”
By practicing with our past papers, you will:
Master Case Law: Practice citing essential precedents like Foss v Harbottle and Royal British Bank v Turquand.
Refine Drafting Logic: Learn how to distinguish between Ordinary and Special Resolutions and their respective voting thresholds.
Understand Liquidation: Practice identifying the “Order of Priority” for payments to creditors when a company is wound up.
Access the Full Revision Archive
Ready to pass your bar of excellence? We have organized a comprehensive PDF library containing five years of Company Law past papers, complete with case law summaries, director duty checklists, and model answers for complex corporate governance and insolvency case studies.
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Last updated on: March 30, 2026
New information gained / new value takehome
- Company Law: Key Revision Q&A Q1: What is the principle of “Separate Legal Personality”?
- Duty to promote the success of the company: Acting in good faith for the benefit of members as a whole.
- ” By practicing with our past papers, you will:Master Case Law: Practice citing essential precedents like Foss v Harbottle and Royal British Bank v Turquand.
This content was developed using AI as part of our research process. To ensure absolute accuracy, all information has been rigorously fact-checked and validated by our human editor, Frankline Kirimi.
External resource 1: Google Scholar Academic Papers
External resource 2: Khan Academy Test Prep
Reference 1: KNEC National Examinations
Reference 2: JSTOR Academic Archive
Reference 3: Shulefiti Revision Materials
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