Answer all the questions Below..

QUESTION ONE

Discuss the circumstances under which a company will be round up voluntarily, outlining how a member's voluntary winding up is carried out.

QUESTION TWO

State the rule in Foss V. Harbottle.

What constitute the exceptions to this rule?

Maiko is a shareholder of Kakuma land Buying Co. Ltd.The Articles of Association of the Company state that the voting will be done by a show of hands.At a meeting to resolve a long-standing disagreement between members over a land buying issue, Maiko votes against the expectation of the chairman of the Board of Directors who loudly decline to record his vote.Maiko is aggrieved by the decision of the chairman, but is unsure of how to proceed.Advise him.

QUESTION THREE

Write short notes on the following:

The authorized capital

The issued capital

The unpaid capital

The reserve capital

QUESTION FOUR

Who are promoters and what are their duties to the company?

Prior to Incorporation, Mang'ea and Wanyoike, promoters of Maendeleo Co. Ltd convened public meetings.Saidi and Mutuku requested to subscribe for shares in the proposed company.They paid for shares both before and after incorporation, but when the company was finally incorporated, it did not issue any shares to Saidi and Mutuku.

Advise Mutuku and Saidi