What were the first corporations in Europe created for?

They were created as not-for-profit entities to build institutions such as hospitals and universities for the public good.

How were early corporations regulated?

They had constitutions detailing their duties, were overseen by the government, and could be punished for straying outside their duties.

How were colonial companies used by European powers?

They financed colonial expansion and maintained control of trade, resources, and territory in Asia, Africa, and the Americas.

When was the East India Company established?

It was established by British merchant adventurers and granted Queen Elizabeth I's Royal Charter in 1600.

What did the British 1844 Act allow corporations to do?

It allowed corporations to define their own purpose.

What happened to the power to control corporations following the 1844 Act?

The power to control them passed from the government to the courts.

What change occurred in 1855 regarding shareholders?

Shareholders were awarded limited liability, protecting their personal assets from the consequences of corporate behaviour.

What did the US court decision of 1886 recognize?

It recognized a corporation as a 'natural person' under law.

How was the US 14th Amendment used in the 1886 corporate personhood decision?

An amendment adopted to protect emancipated slaves was used to defend corporations and strike down regulations.

How does Ambrose Bierce's Devil's Dictionary define a corporation?

An ingenious device for obtaining profit without individual responsibility.

How does section 3 of the Companies Act define a company, according to the notes?

An entity incorporated in accordance with the Act and section 6 of the repealed Act.

How is a company generally defined?

An association of individuals formed for a lawful common purpose, trade, or business, sharing profits and losses arising from it.

What did Lord Lindley mean by a company?

An association of persons contributing money or money's worth to common stock, using it in trade or business, and sharing the resulting profit or loss.

What is a member's proportion of company capital called?

A share, which is transferable although the right to transfer it may be restricted.

How may a company be defined by its legal characteristics?

An incorporated association that is an artificial person, with separate legal entity, perpetual succession, common seal, transferable shares, and limited liability.

Why is a company called an artificial person?

Because the law gives birth to a company and can bring it to an end.

Why must corporate theories be examined?

To understand the objectives of companies and the theories that have informed company law.

What is the concession or fiction theory?

It views incorporation as a concession granted or legal fiction created by the state because of the public good carried out by the business.

How does the concession theory justify corporate regulation?

It supports regulations aimed at promoting the public interest.

When was the concession theory dominant?

When grants of chartered status were relatively unusual.

What changed with the advent of the registered company?

Anyone could register a company, and companies developed with thousands of shareholders who no longer controlled the business.

What does the concession theory say about a company's existence?

The notes state that the company has no real existence and that the entity can be created and brought to an end.

What is the corporate realism theory?

It argues that a registered company with dispersed shareholding is not a fiction but has a real existence independent of its members.

What does corporate realism theory say about a company's interests?

Once formed, the company has an interest of its own.

Who is the focus of corporate power under corporate realism theory?

The manager, rather than the shareholders.

What is the aggregate theory?

It describes the company as an institution formed by an aggregation of private contracting individuals.

Why does the aggregate theory reject making managers the focus of corporate power?

It would be unenforceable in practice and could further managerial dominance.

According to the aggregate theory, for whom are managers trustees?

For the shareholders, not the company.

What do the notes state about directors under Article 86 of the Companies Act 2017?

Directors are trustees of the company and hold its assets in trust for the company.

Do shareholders own company assets according to the notes?

No. Shareholders have an interest in the company but do not own its assets.

To whom do directors owe a duty under Article 86, according to the notes?

They owe a duty to the company alone.

Which article by Merrick E. Dodd Jr. is assigned?

“For Whom Are Corporate Managers Trustees,” Harvard Law Review, Vol. 45, No. 7, May 1932, pp. 1145–1163.

Which article by A. A. Berle Jr. is assigned?

“For Whom Corporate Managers Are Trustees: A Note,” Harvard Law Review, Vol. 45, No. 8, June 1932, pp. 1365–1372.

What other forms of business can be conducted besides a company?

Several other forms that are viable options considering the business type and risks willing to be taken.

How many persons undertake a sole trader business?

A single person (a one-person operation).

What are the legal filing requirements for a sole trader?

There are no legal filing requirements per se, but the owner contracts in their own name and has personal liability for all debts.

What act encourages sole traders in Zambia to formalise their businesses?

The Registration of Business Names Act No. 16 of 2011.

What does the Registration of Business Names Act allow a sole trader to do?

Register and use its business name for purposes of business.

Why is a sole trader suitable for small scale investment?

Because the business is just one individual; it is not suitable for larger scale investments requiring formal organisation.

How does a sole trader expand their business into a partnership?

By inviting other people to invest in the business as partners.

How does Section 1 of the Partnership Act 1890 define a partnership?

“The relation, which subsists between persons carrying on a business in common with a view of profit.”

What is a formal partnership?

One that has a formal written agreement specifying the terms and conditions of the partnership.

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Company law

Company law and procedure

Term	Definition
What were the first corporations in Europe created for?	They were created as not-for-profit entities to build institutions such as hospitals and universities for the public good.
How were early corporations regulated?	They had constitutions detailing their duties, were overseen by the government, and could be punished for straying outside their duties.
When did making money become a major focus for corporations?	In the 17th century.
How were colonial companies used by European powers?	They financed colonial expansion and maintained control of trade, resources, and territory in Asia, Africa, and the Americas.
Which company was an early example of a colonial company?	The East India Company.
When was the East India Company established?	It was established by British merchant adventurers and granted Queen Elizabeth I's Royal Charter in 1600.
What did the British 1844 Act allow corporations to do?	It allowed corporations to define their own purpose.
What happened to the power to control corporations following the 1844 Act?	The power to control them passed from the government to the courts.
What change occurred in 1855 regarding shareholders?	Shareholders were awarded limited liability, protecting their personal assets from the consequences of corporate behaviour.
What did the US court decision of 1886 recognize?	It recognized a corporation as a 'natural person' under law.
How was the US 14th Amendment used in the 1886 corporate personhood decision?	An amendment adopted to protect emancipated slaves was used to defend corporations and strike down regulations.
How does Ambrose Bierce's Devil's Dictionary define a corporation?	An ingenious device for obtaining profit without individual responsibility.
How does section 3 of the Companies Act define a company, according to the notes?	An entity incorporated in accordance with the Act and section 6 of the repealed Act.
How is a company generally defined?	An association of individuals formed for a lawful common purpose, trade, or business, sharing profits and losses arising from it.
What did Lord Lindley mean by a company?	An association of persons contributing money or money's worth to common stock, using it in trade or business, and sharing the resulting profit or loss.
What is the common stock contributed to a company called?	The company's capital.
Who are the persons who contribute to or own the common stock called?	Members.
What is a member's proportion of company capital called?	A share, which is transferable although the right to transfer it may be restricted.
How may a company be defined by its legal characteristics?	An incorporated association that is an artificial person, with separate legal entity, perpetual succession, common seal, transferable shares, and limited liability.
Why is a company called an artificial person?	Because the law gives birth to a company and can bring it to an end.
Why must corporate theories be examined?	To understand the objectives of companies and the theories that have informed company law.
What is the concession or fiction theory?	It views incorporation as a concession granted or legal fiction created by the state because of the public good carried out by the business.
What is an example of a company created by statute to run a public utility?	Zesco Limited.
How does the concession theory justify corporate regulation?	It supports regulations aimed at promoting the public interest.
When was the concession theory dominant?	When grants of chartered status were relatively unusual.
What changed with the advent of the registered company?	Anyone could register a company, and companies developed with thousands of shareholders who no longer controlled the business.
What does the concession theory say about a company's existence?	The notes state that the company has no real existence and that the entity can be created and brought to an end.
What is the corporate realism theory?	It argues that a registered company with dispersed shareholding is not a fiction but has a real existence independent of its members.
What does corporate realism theory say about a company's interests?	Once formed, the company has an interest of its own.
Who is the focus of corporate power under corporate realism theory?	The manager, rather than the shareholders.
What is the aggregate theory?	It describes the company as an institution formed by an aggregation of private contracting individuals.
Why does the aggregate theory reject making managers the focus of corporate power?	It would be unenforceable in practice and could further managerial dominance.
Who is the focus of accountability under the aggregate theory?	The shareholders.
According to the aggregate theory, for whom are managers trustees?	For the shareholders, not the company.
What do the notes state about directors under Article 86 of the Companies Act 2017?	Directors are trustees of the company and hold its assets in trust for the company.
Do shareholders own company assets according to the notes?	No. Shareholders have an interest in the company but do not own its assets.
To whom do directors owe a duty under Article 86, according to the notes?	They owe a duty to the company alone.
What is the maximum word count for the company law assignment?	1,500 words.
Which article by Merrick E. Dodd Jr. is assigned?	“For Whom Are Corporate Managers Trustees,” Harvard Law Review, Vol. 45, No. 7, May 1932, pp. 1145–1163.
Which article by A. A. Berle Jr. is assigned?	“For Whom Corporate Managers Are Trustees: A Note,” Harvard Law Review, Vol. 45, No. 8, June 1932, pp. 1365–1372.
What other forms of business can be conducted besides a company?	Several other forms that are viable options considering the business type and risks willing to be taken.
What is the most common and widely used business form in the world?	A Sole Trader.
How many persons undertake a sole trader business?	A single person (a one-person operation).
What are the legal filing requirements for a sole trader?	There are no legal filing requirements per se, but the owner contracts in their own name and has personal liability for all debts.
What act encourages sole traders in Zambia to formalise their businesses?	The Registration of Business Names Act No. 16 of 2011.
What does the Registration of Business Names Act allow a sole trader to do?	Register and use its business name for purposes of business.
Why is a sole trader suitable for small scale investment?	Because the business is just one individual; it is not suitable for larger scale investments requiring formal organisation.
How does a sole trader expand their business into a partnership?	By inviting other people to invest in the business as partners.
How does Section 1 of the Partnership Act 1890 define a partnership?	“The relation, which subsists between persons carrying on a business in common with a view of profit.”
What are the two types of partnerships?	Formal or informal.
What is a formal partnership?	One that has a formal written agreement specifying the terms and conditions of the partnership.
What is an informal partnership?	All that partners do is to fill up a form pursuant to the Regulation of Business Names Act, No. 16 of 2011.
Does a partnership constitute a separate legal entity?	No, a partnership is not a legal entity and has no separate legal existence from the persons that constitute it.
Can complex partnership agreements achieve limited liability?	No, one of the things such partnership agreements cannot achieve is limited liability (unless registered as limited liability partnerships where extent is defined by deed).
How are partners liable for the debts and liabilities of the partnership?	Jointly and severally liable.
How is a co-operative society defined under Section 2 of the Co-operative Societies Act No. 20 of 1998?	“Any enterprise or organization owned collectively by its members and managed collectively for social economic benefit and whose activities are not prohibited by law.”
Who must register every co-operative society in Zambia?	The Registrar of Co-operatives who is a Public Officer as provided by Part III of the Act.
What legal status does a registered co-operative society receive?	A body corporate with perpetual succession, a common seal, and limited liability.
What Act regulates the registration and operation of clubs in Zambia?	The Clubs Registration Act, Cap 162.
What are the requirements for a club to be registered under the Clubs Registration Act?	It must have a minimum of 25 members and must have premises.
Why do persons associate as a club or society?	For philanthropic, social, charitable, or professional reasons (e.g., political parties, golf clubs, or women’s clubs).
With whom are clubs and societies registered?	The Registrar of Societies.
Do clubs and societies enjoy separate legal personalities from their members?	No. Legal action is brought against members in their official capacity.
Which specific bodies are excluded from registration under clubs and societies?	Certain clubs and societies such as trade unions.
What happened in the case of National Milling Co. v M. Vashee (2000) ZR 98?	The Zambia Farmers' Union sued through their Chairman, M. Vashee, after National Milling offered to buy wheat below an agreed price due to market flooding.
What did the Court hold regarding unincorporated associations in National Milling Co. v M. Vashee?	An unincorporated association is not a legal person and cannot sue or be sued unless authorized by express or implied statutory provisions, though officers can sue or be sued in their official capacities.
What factors influence the choice of a business form?	Tax and government policies, regulatory regime, size of business and ease of formation, and limited liability protection.
Why must a lawyer be familiar with all business organization laws?	To be able to advise the client appropriately based on their needs and peculiarities.
Why are tax and government policies important when setting up a business?	The government's tax regime may be favourable for certain structures, and different sectors have specific policies and incentives.
Why is the regulatory regime a key consideration for business forms?	Certain businesses like banks and insurance companies are heavily regulated with stringent capital and corporate governance requirements.
Can a bank operate as a sole trader or partnership in Zambia?	No, due to the strict regulatory regime, high capital requirements, and governance rules in place.
How does the Companies Act affect the ease of forming a company?	It makes incorporating a company relatively easy, regardless of how small the business is.
Why do many clients still opt to be sole traders instead of incorporating?	Because the formation process and ongoing maintenance of a sole trader are significantly simplified compared to a company.
Why is limited liability protection an important consideration when choosing a business form?	Depending on the activity, owners may want to be shielded from potential business liabilities, which sole traders and partnerships lack.
What exists independent of the members who constitute it?	The incorporated company.
What case established that a company is a distinct legal person upon incorporation?	Salomon v Salomon & Co. (1897) AC 22.
What did Ngulube CJ state about a company's corporate existence?	It is a principle of law too entrenched to require elaboration that a company is a distinct legal person upon incorporation.
In Associated Chemicals Ltd v Hill & Delamain (1998), did changing shareholders affect company liability?	No, the court held it is wrong to distinguish between old and new management or shareholders regarding company liabilities.
Who sold a solvent business to a limited company in Salomon v Salomon & Co.?	A trader, who became the primary shareholder and managing director.
What was the outcome for the vendor in Salomon v Salomon & Co. regarding creditors' claims?	He was not liable to indemnify the company against the creditors' claims as the company was duly formed and not his agent or trustee.
What forms the cornerstone of company law?	The principle of separate corporate personality confirmed by Salomon’s case, also referred to as the “veil of incorporation”.
What did Macaura v Northern Assurance Co. Ltd [1925] establish?	The largest shareholder had no insurable interest in the property of the company due to separate legal personality.
What are the two general classifications of exceptions to Salomon's case?	Exceptions expressly provided by statute and those under judicial interpretation.
What is a statutory exception for lifting the veil under Section 12?	When a company carries on business for over 6 months with less than the statutory minimum of two members, knowing members are jointly and severally liable.
Why is carrying on business below the minimum members an exception?	Because the general rule states that a company's debts and liabilities cannot be enforced against the members.
What did Daimler Co. Ltd v Continental Tyre Ltd establish?	A company registered in England was held to be an alien enemy if the persons in de facto control of its affairs were alien enemies.
What must be present for courts to pierce the corporate veil?	Some evidence of impropriety, fraud, or a company being used as a façade.
What was held in Re H (1996) regarding piercing the corporate veil?	The court pierced the veil because companies controlled by the individuals were used for fraud, specifically the evasion of excise duties on a large scale.
What was the ruling in Ethiopian Airline Ltd v Sunbird Safaris Ltd (SCZ 2007)?	The Managing Director was held personally liable for debts for knowingly running the company with under 2 directors for over 6 months and for fraudulent purposes.
What did the Court of Appeal rule in Ord v Belhaven Pubs Ltd (1998)?	It refused to pierce the corporate veil, rejecting the idea that a group of companies is a single entity without impropriety or a façade.
What is the extent of a member's liability in an incorporated company?	Liabilities do not extend to members and are limited to the amount of unpaid shares under Section 7(4).
When does the limitation of liability for shareholders typically arise?	In the event that the company is being wound up.
What did ZCCM & Ndola Lime Ltd v Sikanyika (2002) establish regarding company changes?	A change of ownership of shares cannot result in the corporation becoming a new employer as corporate character continues.
What did Macaura v Northern Assurance Co. Ltd [1925] establish regarding property?	If a trader sells their business to a company, they cease to have an insurable interest in its assets even if they own all shares.
What powers does an incorporated company have under Section 1?	Perpetual succession, a common seal, capacity to sue/be sued, rights of an individual, and power to carry on business outside Zambia.
What did Lee v Lees’ Air Farming Ltd (1961) establish about a director?	A person can be both the governing director and an employee/servant of the company as they are a separate legal person.
What type of security can only a company create?	A floating charge, which floats over assets until crystallization.
What is a major advantage of public limited companies regarding finance?	They can raise finance directly from the stock exchange.
What are the main disadvantages of incorporation?	Formalities and compliance expenses, loss of privacy due to public documents, strict legislation impacts, and potential tax exposures.
Why do incorporated companies lose privacy under the Act?	Because several documents must be filed with the Registrar of Companies and become public documents.
How are statutory companies created?	Pursuant to a Special Act of Parliament to achieve specific objectives for the public good.
What are examples of statutory companies in Zambia?	Development Bank of Zambia, TAZAMA, and NAPSA.
Where are typical companies in Zambia created and recognized?	Under the Companies Act No. 10 of 2017.
What two main types of companies does Section 6 of the Companies Act recognize?	Public limited companies and private companies.
What are the three forms of private companies under the Companies Act?	Private company limited by shares, private company limited by guarantee, and an unlimited company.
Can a public company be incorporated as anything other than limited by shares?	No, a public company can only be incorporated as a company limited by shares.
What is the most common type of company registered in Zambia?	Private companies limited by shares.
What form is used to summarize the legal letter of private companies limited by shares?	Companies Form 3.
What are the key characteristics of a company limited by guarantee?	It has no share capital, cannot carry on business for profit, and cannot invite the public to acquire shares.
What form must subscribers of a company limited by guarantee fill out?	Companies Form 6, indicating what they guarantee to pay in the event of winding up.
What can a company limited by guarantee apply to the Registrar to omit from its name?	The word “limited” (under section 37(1) of the Companies Act).
How do private unlimited companies differ from companies limited by shares?	They have no limited liability, requiring members to contribute to debts to an unlimited extent in a winding-up. also better access to loans
What is the purpose of an incorporation checklist when advising a client?	To ensure the lawyer appears on top of their trade and avoids looking unprepared during back-and-forth discussions.
What does Section 12(3) of the Companies Act set out?	The information required for company incorporation.
What is a Corporation Soul?	A body corporate in the form of an office occupied by a single person (e.g., Minister of Finance, Administrator-General, Official Receiver).
What is a Corporation Aggregate?	A body corporate composed of multiple persons.
What is the first step after taking instructions to incorporate a company?	Name search and name clearance through the Registrar of Business Names under section 39 of the Companies Act.
What provision outlines instances when a proposed company name may be rejected by the Registrar?	Section 40(1) of the Companies Act.
What form has substituted the memorandum of association under the Companies Act?	Companies Form 3 (Application for Incorporation).
What documents must accompany the application for incorporation under Section 12?	Proposed articles (or statement adopting standard articles), declaration of compliance, director/secretary consent declarations, guarantee declarations (if applicable), and beneficial ownership statement (Form 21).
How must each subscriber sign the application for incorporation?	In the presence of at least one witness who attests to the signature (Section 6(5)).
When is a document or particular taken not to have been lodged with the Registrar?	When the fee prescribed under Section 349 of the Act has not been paid.
What happens if an individual prohibited under Section 12(8) subscribes to incorporation?	Section 14(2) states the company shall not be invalid solely by reason of that contravention.
What actions must the Registrar take under Section 14 when requirements are met?	Register the proposed company, issue a certificate of incorporation, issue a certificate of share capital, and assign a registration number.
When is the Registrar empowered to reject an incorporation application under Section 19(1)?	If the applicant does not meet the requirements of the Act or submits false information.
What was established in R v Registrar of Joint Stock Companies, ex parte More (1931)?	The Registrar was right in refusing to register a company because its object (selling tickets and licences in the Irish Lottery) was unlawful.
When does a company acquire its separate legal status and birth?	With effect from the date of incorporation specified in the Certificate of Incorporation (Section 16).
Which parts of the Companies Act cover the powers and duties of the Office of the Registrar of Companies?	Parts XV and XVI.
What are the five leading cases recommended for study regarding the company as a separate legal person?	Salomon v A Salomon & Co Ltd [1897], Macaura v Northern Assurance Co [1925], Lee v Lee’s Air Farming Ltd [1961], Gramophone and Typewriter Co Ltd v Stanley [1908], and Lonrho Ltd v Shell Petroleum Co Ltd [1980].
What is the contractual effect of incorporation under Section 17 of the Companies Act?	It has the same effect as a contract under seal between the company and its members, and between the members themselves, to conduct business in accordance with the application, certificates, articles, and the Act.
What capacity, rights, and powers does a company have under Section 22?	Subject to the Act and inherent corporate limitations, a company has the capacity, rights, powers, and privileges of an individual.
What happens if a company transacts business restricted by its articles in relation to third parties?	According to Section 23 of the Companies Act, the company is nevertheless bound in relation to third parties.
What documents have substituted the traditional memorandum of association under the current Companies Act?	The application for incorporation (Companies Form 3) and the articles of association.
Why are older cases regarding the objects clause still relevant despite the removal of the memorandum?	Because Section 25 of the Companies Act allows a company to limit the business it may carry on within its articles of association.
What must a lawyer always be cognizant of regarding company documents under Section 24?	The limitations placed on the presumption of knowledge of what is contained in a company's documents, including its articles of association.
What does the doctrine of constructive notice mean in company law?	The legal presumption that everyone involved with a business has knowledge of its articles of association or public documents filed at the Registrar.
Has the doctrine of constructive notice been abolished in Zambia?	Yes, under Section 24 of the Companies Act No. 10 of 2017, persons dealing with a company are not presumed to know contents of lodged documents.
What did the court hold in Bata Shoe Co. Ltd v Vinmas?	The company's authorized agents bound the company to comply with the contract, and liability could not be avoided by the managing director's claims.
What was established in Bank of Zambia v Chibote Meat Corporation (1999)?	Matters of internal procedure in the management of a company are not the concern of third parties.
What did the court hold in National Airports Corporation v Zimba and Konie?	An outsider dealing with a company cannot be concerned with any alleged want of authority when dealing with a representative of appropriate authority.
What are articles of association?	A document that defines the purpose of a company and specifies the regulations for its operations, acting as its internal constitution.
What does Section 25(3) of the Companies Act state regarding restricted business?	A company shall not carry on any business or exercise any power that it is restricted by its articles from carrying on.
What is the contractual effect of articles under Section 26 of the Companies Act?	They constitute a contract binding each member to the company and members inter se.
In what capacity do the articles bind members?	Members only in their capacity as shareholders (qua member) and not in any other capacity.
What was held in Hickman v Kent (1915) regarding articles and arbitration?	The plaintiff was bound by an article requiring disputes to be referred to arbitration because it applied to him qua member.
Why did the court refuse arbitration in Beattie v Beattie Ltd (1938)?	Because the dispute involved a director qua director, and articles only bind members in their capacity as shareholders.
How can a company amend or alter its articles under Section 27(1)?	By passing a special resolution.
What are pre-incorporation contracts?	Contracts entered into by promoters of a company before it is incorporated.
How does Section 20 of the Companies Act handle pre-incorporation contracts?	A company once incorporated can unilaterally adopt contracts made on its behalf prior to incorporation, becoming a party to them.
What is the effect when a company adopts a pre-incorporation contract?	It effectively releases from both liability and benefit the person who entered into the contract on behalf of the company before incorporation.
What meetings are required after a company is incorporated?	A post incorporation members meeting and a Board of Directors meeting, held as soon as necessary.
What are the key purposes of the post-incorporation members meeting?	To formalise formation agreements, formally appoint directors, adopt pre-incorporation contracts, and execute shareholders agreements.
What is a shareholders' agreement?	A contract entered into by shareholders at formation or later to supplement constitutional documents, governed by normal contract rules.
Why might members enter into a separate shareholders' agreement?	For privacy (articles are public at PACRA), to cover non-membership rights, and to prevent majority rule since agreements require 100% consent to change.
What is the purpose of the first post-incorporation directors' meeting?	To report on incorporation, authorize changes, and handle foundational setup like banking, seals, and statutory books.
What specific business is transacted at the first directors' meeting?	Appointing a chairman, confirming first directors/registered office, opening bank accounts, producing the common seal, and writing up statutory books.
Which sections of the Companies Act outline the records and registers a company must keep?	Sections 30 and 31 of the Companies Act.
Where is the process for a registered company converting from one form to another provided?	Part V of the Companies Act.
Which section of the Companies Act provides for a foreign company establishing a branch in Zambia?	Section 299, under Part XIV of the Companies Act.
What regulatory regime applies to a registered branch of a foreign company in Zambia?	It has its own specific regulatory regime under Part XIV of the Companies Act, alongside tax treatment considerations.
What is the focus of Activity No. 7 regarding Conrad Inc.?	Advising an international company on setting up a business in the Zambian mining industry, preparing a legal brief, and drafting necessary documents.
Why is it important for a lawyer to grasp incorporation and post-incorporation procedures?	Because requirements are distinct depending on the type of company being incorporated and its specific legal framework.
What is the prescribed primary statute for company law in this unit?	Companies Act No. 10 of 2017.
What is capital in the technical sense under company law?	Cash (or less often asset value) received by the company from investors who subscribe for shares, measured by 'value received'.
Why is a sharp distinction drawn between legal capital and other company assets?	It reflects the special protection provided to creditors of the company's legal capital.
Does the sale of shares by current owners to future shareholders at a premium alter legal capital?	No, the nominal capital remains unchanged even if shares are traded above their original value.
What are the unit specific outcomes for the capital unit?	Define share capital, explain public vs private capital raising, know public capital methods, explain capital maintenance rules, and define debentures/charges.
What are the key concepts listed for the capital unit?	Share Capital, Maintenance of Capital, Prospectus, Debentures, and Charges.
Why is the cost of equity funding generally higher than debt funding?	Because shareholder returns are proportionately greater if successful and worse if failure, reflecting higher investment risk.
What shareholder protection limits the dilution of their interests when new shares are issued?	Pre-emption rights (Section 144) and limitations on directors' powers of allotment (Section 149).
What specific protections are provided to shareholders under the Companies Act?	Limitations on new shares, protection against misleading inducements (s.212(a)), financial/class rights protection, and constitutional/management controls.
What are the three protective rules associated with company capital for creditors?	Minimum capital before trading requirements, rules ensuring legal capital records are received in full, and capital maintenance rules.
Which part of the Companies Act covers debentures and loan capital?	Part XI, specifically sections 225 to 245 of the Companies Act.
How does Section 3 of the Companies Act define a debenture?	A document issued by a corporate that evidences or acknowledges a debt, whether or not it constitutes a charge on property, for money lent or deposited.
What does the extended definition of a debenture include under the Act?	A unit of debenture, debenture stock, bonds, and any other securities issued by a corporation, excluding routine documents.
What is debenture stock?	Money borrowed from multiple lenders on the same terms, where lenders form a class of creditors whose rights are set out in a trust deed.
What is the legal nature of a debenture compared to a share?	A debenture creates a debtor-creditor relationship, whereas a shareholder is a member of the company having rights in it.
What is a charge in the context of company borrowing?	A security interest created over an asset by its owner in favour of a creditor to be appropriated to discharge a debt, with no title transfer.
How does Section 3 define a charge?	A charge created in any way, including security interests, mortgages, agreements to give mortgages, debentures, and land sale agreements.
How can a chargee enforce their rights over property?	By the sale of the property, either by court order or via express power in the security documents without court recourse.
What are the questions in Activity No. 9's sample exam question?	Differences between fixed and floating charges, and whether floating charge holders have an equitable proprietary interest prior to crystallisation.
What is capital in the technical sense under company law?	Cash or asset value received from investors subscribing for shares, measured by value received rather than current asset value.
What is a placing?	A method of raising capital where a company identifies selected investors who agree to take up the shares.
What statutes govern the public issue of shares and trading in Zambia?	Part X of the Companies Act and sections 75 and 76 of the Securities Act No. 41 of 2016.
What is a prospectus?	A brochure that gives information on the company and acts as an invitation to the public to subscribe for shares.
What conditions must be met under Section 211 to invite the public to purchase shares or debentures?	A prospectus must be registered with the Registrar within 6 months prior, a true copy supplied to every person invited, and the copy must state on its face that it is registered.
What are the content requirements for a prospectus under Section 212 of the Companies Act?	It must not contain untrue or misleading statements, must include all reasonably expected investor information, address Third Schedule issues, and have a statutory declaration by a director and secretary.
What is the purpose of the rules on maintenance of capital?	To provide creditor protection by ensuring a company's legal capital is maintained and not improperly returned to members.
What does Section 3 of the Companies Act state regarding shares?	It states that a share includes stock, though the Act itself does not provide a comprehensive definition of "shares".
How does Section 2 of the Securities Act No. 41 of 2016 define a "share"?	An ownership interest or stocks issued or proposed to be issued by a company in its capital.
What is the widely acknowledged definition of a share by Farwell J in Borland’s Trustee v Steel Brothers & Co. Ltd?	A shareholder's interest measured by a sum of money for liability and interest, made up of mutual covenants under the articles of association.
Does a shareholder's financial interest give them direct ownership of the company's assets?	No, because company assets belong to the company as a separate legal entity (as held in Macaura v Northern Assurance Co).
What did Short v Treasury Commissioners (1948) establish regarding share valuation?	A shareholder is entitled to be paid based on the value of a single share, without adding a ratable portion of the "control" value of the totality of shares.
What bundle of rights do shareholders share in common?	The right to attend and vote at meetings, receive equal shares in dividends when authorized, and participate in the distribution of surplus assets upon liquidation.
How are shares recognized in law regarding property?	As personal property under Section 141 of the Companies Act that can be bought, sold, mortgaged, and bequeathed.
What are the three ways a person can become a shareholder in a company?	By subscribing to the Incorporation Form, by applying for shares which are then allotted, or by a transfer of shares from an existing member.
What is membership by subscription?	When two or more persons subscribe their names to the Incorporation Form taking at least one share each, becoming founding members upon company registration.
What is the definition of allotment of shares?	The appropriation of a certain number of shares to a specific person.
How does allotment function as a contract in private versus public companies?	In a private company, application is an offer and allotment is acceptance; in a public company, a prospectus is an invitation to treat, a public application is the offer, and allotment is acceptance.
What is a private placement?	An issuance where specific people are discreetly identified for shares because statutory restrictions limit public invitations by private companies.
What is the difference between an Initial Public Offering (IPO) and a subsequent Public Offering (PO)?	An IPO is the first invitation made to the public, while subsequent invitations are public offerings.
What is a return as to allotment of shares under Section 149?	A document that a company must lodge with the Registrar within 10 days of allotting shares, accompanied by a special resolution of shareholders.
What did the court hold in Pan Electronics Ltd v Andreas Miltiadous (1988-89)?	An examination of the return of allotments filed with the Registrar is not a relevant method to decide the question of fact of ownership of shares.
What is a transfer of shares?	A voluntary inter vivos disposition or change of ownership of shares between a willing buyer and willing seller, freely transferable unless restricted by articles or the Act.
How is a transfer of shares executed under Section 188?	By entering the transferee's name on the share and beneficial ownership register, evidenced by registration and a written Share Transfer Form (Companies Form 18).
Within what timeframe must a company register a transferee after receiving a valid transfer form under Section 188?	Within 21 days of receipt, unless specific statutory grounds for refusal apply.
Under what circumstances can a board of directors refuse to register a share transfer under Section 189(3)?	When the transferee is under 18 years old, of unsound mind as determined by a court, or legally bankrupt.
What is transmission of shares by operation of law under Section 190?	An involuntary, non-consensual, and non-contractual process arising from a member dying, becoming insane, bankrupt, or being liquidated.
Who is recognized by the company upon the death of a member?	The survivor or survivors in the case of joint holders, or the legal personal representative.
What power does a company have over a personal representative under Section 190(7)?	The company can serve notice requiring the representative to register or transfer the shares within 90 days, failing which dividend payments can be suspended.
Apart from transfer and transmission, what are the other circumstances in which share ownership may change?	Forfeiture, surrender, and redemption under Sections 148, 177, 178, 179, 181, and 182.
What are the requirements for a company issuing redeemable shares?	The company must have other non-redeemable share classes, shares must be fully paid, and redemption must be funded out of distributable profits or a fresh issue of shares.
How does Section 3 of the Companies Act define stock in relation to shares?	The Act does not define stock separately but provides that "share" includes stock, with stock being a collection of a member's fully paid-up shares.
Can stock be issued directly by a company?	No, stock cannot be issued directly because it is a conversion of already existing shares.
Must stock be fully paid up, and does this apply to shares?	Stock must always be fully paid up, whereas shares do not need to be fully paid up initially.
How do distinctive numbers distinguish shares from stock?	Shares usually have a definite distinctive number for identification, whereas stock does not have any distinctive numbers.
How do transfer and calculation methods differ between shares and stock?	Shares are calculated and transferred as whole units, whereas stock can be transferred in fractions and is calculated in terms of a percentage of the total.
When are shares considered "contingent" versus "vested"?	Shares are contingent if the holder has not yet paid for them, and they become vested when the company makes a call because payment is due and owing.
Do shares and stock both possess a nominal value?	Shares have a nominal value, whereas stock does not have any nominal value.
What is the legal presumption between shareholders regarding a going concern?	A presumption of equality in respect of voting, dividends, and surplus in the event of a winding up (Birch v Cropper).
Can the legal presumption of equality between shareholders be rebutted?	Yes, a company can issue shares with different class rights, which is normally provided in its articles of association.
What are ordinary shares also referred to as?	Equities; they are the most common and default form of shares in a company.
What rights do ordinary shareholders hold upon winding up?	A right to participate in the distribution of surplus assets after other shareholders have had their capital returned.
What are non-voting ordinary shares typically used for?	To raise capital from investors who do not wish to participate in the management or decision-making of the company.
Why are preference shares so labeled?	Because they carry preferred rights in relation to ordinary shares, specifically regarding fixed dividends and return of capital.
Do preference shares usually carry voting rights?	No, preference shares usually carry no voting rights unless their fixed dividend is not paid.
What are the main disadvantages of preference shares?	They carry no voting rights for management participation and do not partake in any excess profits upon winding up.
What are founder or management shares also known as, and who are they reserved for?	Also called deferred shares, this rare class is usually reserved for the founders of the company.
What is a unique financial feature of founder or management shares?	Holders receive a "second bite," meaning a second dividend after everyone else has received their first dividend.
What are redeemable shares?	Shares created on terms that they shall be, or may be at the option of the company or member be, bought back by the company at a future date.
What conditions govern the redemption of redeemable shares under the Act?	They must be fully paid, the company must have non-redeemable shares, and redemption must be funded from distributable profits or a fresh issue.
What is a golden share?	A share carrying a super vote used to outvote other shareholders and prevent undesirable actions, which cannot be traded on the stock exchange.
What are employees' shares subject to?	Special restrictions, such as limits on the holder's right of disposal, though they rank pari passu with other shares of their class.
What section of the Companies Act governs the procedure for varying class rights?	Section 143 of the Companies Act.
What is the objective of the variation of class rights procedure?	To protect class rights from being varied or abrogated through a simple article alteration or a standard shareholders' resolution.
What are the two primary corporate organs of a company?	The shareholders (members) acting through general meetings and the Board of Directors.
What type of decisions are reserved exclusively for shareholders under Section 87(1) of the Companies Act?	Certain core corporate decisions reserved to manage the risks of giving directors excessive power.
What are the three categories of general meetings under Section 56(1) of the Companies Act?	(a) An annual general meeting, (b) An extraordinary general meeting, and (c) A class meeting.
What is the purpose of an annual general meeting (AGM) under Section 57?	An annual meeting of shareholders and directors to discuss company performance, challenge strategic direction, and conduct required business under Section 58.
What is an extraordinary general meeting (EGM) used for under Section 59?	To transact specific, urgent business that cannot wait until the scheduled annual general meeting.
What are the three types of resolutions a company can pass under Section 3 of the Companies Act?	Ordinary resolution, extraordinary resolution, and special resolution.
What is the statutory basis for the office of the company secretary under the Companies Act?	Created by Section 82, requiring every company to have a secretary who is resident (if an individual) or incorporated (if a body corporate) in Zambia.
What are the primary duties of a company secretary under Section 83?	To ensure statutory and constitutional compliance, convene and take minutes of meetings, file annual returns, maintain registers, and ensure proper use of the company seal.
How is a "director" defined under Section 3 of the Companies Act?	A person appointed as a member of the board of directors, including an alternate director by whatever name designated.
What are the general powers of a board of directors under Section 86(1) of the Companies Act?	To manage the business of the company and exercise all powers not required by the Act or articles to be exercised by the members.
What is the legal relationship between a director and the company?	A fiduciary relationship where directors act as agents of the company and owe their duties to the company, not individual members.
What general responsibilities are placed on directors under Section 105 of the Companies Act?	To manage business risks, avoid substantial risks of serious loss, act in good faith in the best interests of the company, and exercise reasonable care, diligence, and skill.
What key fiduciary duties are codified for directors under Section 106 of the Companies Act?	Exercising powers for proper purposes, promoting company success, avoiding secret profits, exercising independent judgment, disclosing remuneration, avoiding conflicts of interest, and acting fairly between shareholders.
What is the rule regarding persons deemed directors by default under Section 85(5)?	A person who holds themselves out or knowingly allows themselves to be held out as a director is subject to all director duties and liabilities and commits an offense.
How does Section 85(7) protect third parties regarding limitations on a director's authority?	A limitation on authority is ineffective against a third party without knowledge of the limitation unless they ought to have known based on their relationship with the company.
What are the minimum statutory number of directors required under Section 85(2)?	At least 2 directors for a private company and at least 3 directors for a public limited company.
What is the consequence of operating a company with fewer than the minimum number of directors for more than 90 days?	It constitutes an offense under the Act.
What are the qualifications required for appointment as a director under Section 92?	Only a natural person can be appointed as a director, subject to any additional restrictions in the company's articles.
What is the difference between executive and non-executive directors?	Executive directors are full-time officers in an employment relationship managing daily business, while non-executive directors are independent and have no executive functions.
What is an alternate director under Section 97?	A director appointed to act as a substitute or alternate on the board in accordance with Section 97.
What trend do modern company law and dispersed membership show regarding shareholders?	The members' role has become more diminished, creating a split between "ownership" and "control" and raising agency debates on director accountability.
What did the Supreme Court hold in Van Boxtel v Rosalyn Mary Kearney (1987)?	Shareholders enjoy, as a matter of right, overriding authority over company affairs, and unanimous intra vires decisions at meetings are valid.
What did the court hold in ZCCM v Kangwa & Others (2000) regarding shareholders?	Shareholders as beneficial owners enjoy as of right overriding authority over company affairs, even over the wishes of directors or nominees.
What principle was established in the English case Shaw & Sons (Salford) Ltd v Shaw (1935)?	If management powers are vested in directors, they alone can exercise them; shareholders cannot usurp these powers except by altering articles or unseating directors.
What did the court establish in Howard Smith Ltd v Ampol Petroleum Ltd regarding directors' share allotments?	Directors cannot use their fiduciary powers over shares for the primary purpose of destroying an existing majority or creating a new majority shareholding.
What is the King IV Report on Corporate Governance for South Africa 2016?	A widely accepted global authority on corporate governance containing principles that guide internal decision-making processes.
What role do codes like the LUSE Corporate Governance Code play for companies?	Though non-binding, their importance has grown, and companies adopt their principles as guides in internal decision-making processes.
What are the key insolvency procedures available for companies in financial difficulty?	Business Rescue, Schemes of Arrangement, Reconstruction and Amalgamation, Receiverships, and Liquidations.
Is there a necessary connection between insolvency and the winding up of a company?	No, some companies can be wound up with healthy balance sheets, when business opportunities end, or when members wish to part ways.
Who assumes the governance of a company during insolvency procedures?	A qualified insolvency practitioner or, in compulsory liquidations at the outset, an official receiver.
What is the principal statute governing corporate insolvency procedures in Zambia?	The Corporate Insolvency Act No. 9 of 2017.
What statutes and regulations make up the general legal framework for insolvency in Zambia?	Corporate Insolvency Act No. 9 of 2017, SI Nos. 40 and 41 of 2019, Banking and Financial Services Act, Insurance Act, and the Companies Act.
What is commercial insolvency?	When a company is unable to pay its debts as they fall due, representing cash-flow problems rather than an overall asset deficit.
What is balance sheet insolvency?	When the value of a company's assets is less than the amount of its liabilities, taking contingent and prospective liabilities into account.
Does a company that is insolvent in balance sheet terms necessarily face commercial insolvency?	No, a company insolvent in balance sheet terms is not necessarily commercially insolvent.
What is ultimate insolvency?	The final position when a company's assets are sold up and there is insufficient money realized to pay creditors in full.
What is a scheme of arrangement under the Corporate Insolvency Act No. 9 of 2017?	A formal statutory procedure under Part IV where a company enters into a compromise or arrangement with its members or creditors (or any class of them).
Does a company need to be insolvent to use a scheme of arrangement?	No, under Section 46(2) of the CIA, a company does not need to be insolvent to utilize a scheme of arrangement.
What two main approvals are required for a scheme of arrangement to take effect?	Approval by the requisite majority of creditors or members (extraordinary resolution) and subsequent court sanction.
How is voting power assigned at a meeting of creditors under Section 46(7) of the CIA?	In proportion to the amount of debt outstanding from the company.
When does a scheme of arrangement officially become effective?	Upon delivery of the relevant court sanction order by the company to the Registrar of Companies, binding all creditors of each relevant class (Section 46(8)).
What did the court hold in Re National Farmers Union Development Trust Ltd (1972) regarding "compromise" or "arrangement"?	The terms imply some element of mutual accommodation on each side and are inappropriate for a scheme where members simply surrender their rights altogether.
Can secured creditors' claims be compromised without unanimous consent in a scheme?	Yes, as long as the requisite extraordinary resolution voting thresholds are met, distinguishing it from a company voluntary arrangement.
Does a scheme of arrangement automatically trigger a moratorium or stay on creditor enforcement?	No, unlike a formal insolvency procedure, a scheme does not in and of itself trigger a moratorium or stay on legal proceedings, though one can be incorporated.
What are some of the flexible restructuring solutions that can be achieved through a scheme?	Debt-for-equity swaps, injection of new money, resetting of payment terms, and the release of security guarantees.
What are the major practical weaknesses of a scheme of arrangement?	It is fragile, highly dependent on court approval, requires a high degree of creditor cooperation, and risks dissenting creditors triggering receivership or liquidation.
What is receivership in company law?	A process in which a creditor enforces security over a debtor's property after default on a debt secured by a charge.
How can a receiver be appointed?	By court order or pursuant to the power conferred by the security instrument/deed without court recourse under Sections 4, 9, and 10 of the Corporate Insolvency Act (CIA).
What notice requirement applies upon appointing a receiver under Section 5 of the CIA?	Notice must be given to the Registrar using Form I prescribed under Regulation 2 of SI No. 41 of 2017.
What is the legal status of a receiver appointed by the court under Section 12 of the CIA?	An officer of the court who is accountable to it and not subject to direction or dictation by the appointing creditor.
What is the legal status of a receiver appointed independently under a deed pursuant to Section 13 of the CIA?	Considered an agent of the company and not of the creditor who appointed them.
What is the primary duty of a receiver?	To get in and, as necessary, realize sufficient company assets and undertaking to satisfy the outstanding debt of the appointing creditor.
What is a receiver-manager?	A twin office where the appointee is empowered to manage the business (requiring a floating charge over the whole undertaking) rather than just realize assets.
What effect does appointing a receiver-manager have on the company's directors?	It puts an end to the directors' powers to manage the business, though they retain their office and other functions.
What did the Supreme Court hold in Magnum (Zambia) Limited v Basit Quadri?	A receiver secures the debenture holder's interests as the company's agent, and the company has no independent locus standi to sue or defend legal proceedings.
What was established in Livingstone Motor Assemblers Limited v Indeco Estates regarding receivership and liquidation?	The receiver's administration takes precedence, and secured creditors stand outside the liquidation.
What is the order of payments out of realisations when a charge is floating under the CIA?	(a) Winding up expenses, (b) Receiver's expenses, (c) Statutory share for unsecured creditors, (d) Preferential debts, and (e) Debt owed to the charge holder.
How does a fixed charge differ from a floating charge during asset distribution?	Property under a fixed charge is not subject to deductions for winding-up expenses, unsecured creditor shares, or preferential debts.
What is the purpose of business rescue proceedings under the Corporate Insolvency Act?	To provide a ring-fenced moratorium measure giving troubled businesses breathing space to rehabilitate and restructure rather than face immediate liquidation.
What are the three main components of business rescue proceedings under the CIA?	(a) Temporary supervision by a business rescue administrator, (b) a temporary moratorium/stay on claimant rights, and (c) the development and implementation of a business rescue plan.
What are the two ways a business rescue can be commenced?	(1) Voluntarily by members under Section 21(1) of the CIA, or (2) through a court order application by an affected person under Section 23(1).
What documents must be filed for a voluntary business rescue under Regulation 6(1) of SI No. 41 of 2019?	Form V and a copy of the Special Resolution.
What is the standard statutory duration for business rescue proceedings?	The whole process should terminate within 12 months in accordance with Section 24(1) of the CIA.
Who qualifies to be appointed as a Business Rescue Administrator in Zambia?	Only legal practitioners or chartered accountants who are accredited insolvency practitioners under Section 30(2) and Regulation 2 of SI No. 40 of 2019.
What management powers does the Business Rescue Administrator hold under Section 32 of the CIA?	Full management and control over the company, with the authority to delegate functions or remove pre-existing management.
What actions must the administrator take after investigating the company's affairs under Section 33?	To assess rescue prospects and inform the company, court, and affected persons if there is no prospect of rescue, no financial distress, or evidence of fraud, reckless trading, or voidable transactions.
What is the effect of business rescue on company directors under Section 34 of the CIA?	Directors retain their positions unless removed by the administrator, but their executive powers and authority become subject to the administrator.
How are employees affected upon the commencement of business rescue under Section 28 of the CIA?	Employees continue to be employed on the same terms and conditions unless different terms are agreed upon or changes occur through natural attrition.
How are creditors affected upon the commencement of business rescue under Sections 36 and 37 of the CIA?	Historic claims are crystallized, and legal proceedings are subject to a statutory stay (moratorium), barring enforcement actions without permission from the administrator or court.
What restrictions apply to shareholders' securities during business rescue under Section 38 of the CIA?	No alteration to the classification or status of issued securities can occur unless in the ordinary course of business, by court order, or pursuant to the business rescue plan.
Within what timeframe must a business rescue plan be published under Section 41(5) of the CIA?	Within 30 days after the administrator's appointment, or any longer period allowed by the court or majority creditors.
What voting threshold is required to adopt a business rescue plan under Section 42(1)(d)?	A favourable vote of at least 75 percent of affected persons' voting interests, of which 50 percent must be independent third-party creditors.
Who is bound once a business rescue plan is adopted under Section 43 of the CIA?	The company, all creditors, and every holder of securities, whether or not they were present or voted in favour of the plan.
What constitutes post-commencement finance (PCF) under Section 27 of the CIA?	Finance provided to the company after business rescue proceedings commence, including employee remuneration, reimbursements, or other employment-related amounts becoming due.
What happens during the winding up or liquidation of a company?	The company gives up its business, sells off its assets, pays its debts, and distributes any remaining surplus amongst its members before formal dissolution.
Which statute governs the winding-up process in Zambia?	Parts V, VI, VII, and VIII of the Corporate Insolvency Act No. 9 of 2017 (CIA).
What are the two basic modes or methods of winding-up under Section 50 of the CIA?	Winding-up by the court (compulsory) and voluntary winding-up.
Which court in Zambia holds the jurisdiction to wind up a body corporate?	The High Court of Zambia under Section 55 of the CIA.
Who is empowered to petition the court for a compulsory winding-up under Section 56(1) of the CIA?	The company, a creditor, a member, a personal representative, a trustee in bankruptcy, a voluntary liquidator, or the Registrar/Official Receiver.
What restrictions apply to a member presenting a winding-up petition under Section 56(2)?	Their shares must have been originally allotted to them, held and registered in their name for at least six months, or devolved by operation of law.
What are the grounds upon which the High Court may order a compulsory winding-up under Section 57(1)?	Special resolution, inability to pay debts, duration/event expiration, members reduced below two, unlawful purpose, fraudulent incorporation, or just and equitable.
When is a compulsory winding-up deemed to have commenced under Section 58(1)?	At the time the relevant petition is presented, unless preceded by a voluntary resolution, in which case it commences from the resolution date.
Why may the court appoint a provisional liquidator under Sections 65 and 67 of the CIA?	To take charge of the company after a petition is presented and before a substantive liquidator is appointed, avoiding an asset-stripping management vacuum.
What is the basic duty and status of a liquidator in a compulsory liquidation?	To realize assets, pay debts, and distribute surplus; acting in the company's name as a qualified insolvency practitioner and officer of the court.
How is a liquidator's remuneration determined under Section 70 of the CIA?	By agreement with the committee of inspection, by extraordinary resolution at a creditors' meeting, or by the court.
What is the role of a Committee of Inspection under Sections 76 and 77 of the CIA?	To provide assistance and guidance to the liquidator, approve certain powers, and approve the liquidator's remuneration.
What takes place during a members' voluntary winding-up?	A solvent winding-up managed entirely by members, requiring directors to make a statutory declaration of solvency within the preceding 30 days.
What is required for a valid declaration of solvency in a members' voluntary winding-up?	Directors must state they have inquired into affairs and formed the view the company can settle all debts in full within a stated period not exceeding 12 months.
How does a creditors' voluntary winding-up differ from a members' voluntary winding-up?	It occurs when the company is insolvent or unwilling/unable to make a declaration of solvency, with creditors driving the process.
What are the consequences of passing a winding-up resolution under Section 90?	The company must cease carrying on business except for beneficial winding-up purposes, and asset transfers or dealings become void.
What is the statutory order of priority for paying debts and liabilities during a winding-up under Section 127?	Winding-up expenses, receiver's expenses, statutory share for unsecured creditors, preferential debts, and remaining liabilities to creditors/charge holders.
What is the effect of the formal act of dissolution under Section 105 of the CIA?

Created by: Eddard

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