Company law in Uganda / Dr. David J. Bakibinga

Contents

Chapter 1: Introduction
Law applicable
General features of company law
The company and society
The need for reform

Chapter 2: Nature and consequences of incorporations
Nature
Consequences
Liability
Property
Legal proceedings
Perpetual succession
etc.

Chapter 3: Promotion and formation of the company
Promotion defined
Position of a promoter
Remuneration of a promoter
Pre-incorporation contracts
Types of company
etc.

Chapter 4: The memorandum of association
General
Contents of the memorandum
Name of the company
Registered office of the company
The object clause
etc.

Chapter 5: Articles of association
Introduction
Content of the articles
The contractual effect of the memorandum and articles
Effect of articles incorporated into or underlying contracts
Alteration of the articles

Chapter 6: Company finance
Ways of raising capital
Underwriting
The principle of disclosure and the prospectus
The prospectus - nature
Issue and contents of the prospectus
etc.

Chapter 7: liability in respect of projects
General remedies
Non-compliance with the companies Act
Liability for mis-statement

Chapter 8: Shares
Nature of shares
Issue of shares
Transfer of shares
Procedure for transfer
etc.

Chapter 9: Capital
Nominal capital
Issued capital
Paid up capital
Reserve capital
etc.

Chapter 10: Debentures and borrowing
Authority to borrow
Definition
The trust deed
Issue and transfer of debentures
Priority
etc.

Chapter 11: Directors and officers of the company
Introduction: Position of directors
Appointment
Publicity requirements of directors and secretaries
Termination of directorship
etc.

Chapter 12: Authority of corporate individual directors and officers
Introduction
The indoor management rule
The application of agency principles
Some aspects of reform and trends in other jurisdictions
etc.

Chapter 13: Accounts and audit of the company
Introduction
Accounts
Directors duties in relation to the accounts
The balance sheet
Profit and loss account
etc.

Chapter 14: Director's duties
Duty to holding company or subsidiary
Duty to a person or body in a fiduciary position to the company
Duty to shareholders
The duty to act bona fide in the interest of the company
etc.

Chapter 15: Enforcement of corporate duties
Litigation by the company
Litigation by a member
Corporate irregularities and personal shareholder's rights
etc.

Chapter 16: Meeting and proceedings
Introduction
Statutory meeting
Annual general meeting
Extra-ordinary meeting
etc.

Index : p. 341-346