Question Two $(2)[40$ Marks$]$

a$)$ VHI$-$INC is a law firm that is in the process of being incorporated. They have approached

you to assist them in drafting the required document. Draft the founding document of the

company which sets out the rights, duties and responsibilities of shareholders and

directors of the company. Your document cannot exceed a page$$s length. You must

mention at least $10$ clauses in your answer.

$(25$ Marks$)$

FACULTY OF COMMERCE, MANAGEMENT AND LAW

OLD CURRICULUM MODULES

Page $13$ of $15$

b$)$ What is a pre$-$incorporation contract? Discuss and explain how does a promoter bind a

company with pre$-$incorporation contracts? In your answer, refer to the relevant section

of the companies act as well as case law.

$(15$ Marks$)$