Book Description

The text by a nationally and internationally recognised specialist in Company Law had, over the past 29 years, provided the first comprehensive discussion on the subject in Uganda. Currently, it has been revised to incorporate references to the Companies Act, 2012, of Uganda, Companies Act, 2015, of Kenya, as well as the Companies Act, 2002, of Tanzania. Additionally, reference is made to the Insolvency and Capital Markets Regulatory legislation and cases in those 3 East African Community States to provide an East African regional perspective. Substantially, the text deals with the general features of Company Law, including the law applicable, relevance to society and trends and reform including recent provisions evident in legislation on the concept of the one-man company, the composition of the board of directors, the scope of the abolition of the ultra vires and indoor management rules and the issue of shares bearing in mind capital markets legislation. Following is an analysis of the nature and implications of incorporation, promotion, memorandum and articles of association and their significance. The author then examines corporate finance through allotment of shares, public issue of securities, debentures and borrowing by the company. There follows a presentation of the role of corporate directors and other officials, their capacity to bind the company by their acts and their responsibility in the context of accounting, audit and duties of directors and their enforcement. Following the approach of the Ugandan Companies Act, 2012, which is based on the New Zealand approach, this edition of the book limits discussion of reconstruction and winding up of the company (to be appropriately handled in texts on Insolvency Law) and ends with a discussion of the meetings and proceedings of the company.