Company Law Past Paper PDF

# TD droit des sociétés Nº 1 1. How is the grouping of several people to create a company traditionally justified? 2. What is the major innovation brought by the uniform act regarding the number of individuals required to form a company? 3. Define the notion of a company. 4. What are the criteria u...

# TD droit des sociétés Nº 1 1. How is the grouping of several people to create a company traditionally justified? 2. What is the major innovation brought by the uniform act regarding the number of individuals required to form a company? 3. Define the notion of a company. 4. What are the criteria used by the AUDSC/GIE to qualify a company as a commercial company? 5. What are the different types of commercial companies defined by the Uniform Act? 6. What is the nature of the act that creates the company? 7. What are the conditions for the validity of the contract that creates the company? 8. How should the consent of the parties to the contract be manifested? 9. What is the capacity required to be a member of a commercial company? Can a minor be a member of a commercial company? 10. What conditions must the object and cause fulfill? What is the lifespan of a company? 11. What are the specific conditions of the company contract? 12. What is the psychological element that necessarily motivates individuals who decide to create a company? 13. What is a contribution? 14. What are the different types of contributions provided for by the A.U for the establishment of a company? 15. In what form must the company's articles of association be drafted? 16. Is writing indispensable for the establishment of a company? 17. What must the articles of association contain? 18. Is writing required as a condition of validity of the contract or rather as an element of proof of the existence of the company? 19. With what objective are the articles of association filed with the commercial court in charge of the RCCM? What stage does this filing mark in the life of the company? 20. What are the attributes of the legal personality of the company? Make a comparison with that of natural persons. 21. What are the formalities of publicity to be completed for the establishment of a company? 22. What is a participation company, a de facto company, or a company in formation? 23. What is the purpose of creating a commercial company? 24. What is sharing of profits or the realization of the economy? 25. What is the contribution to losses? 26. What are the valid clauses? 27. What are the forbidden clauses? 28. What is a leonine clause? 29. What is the sanction of a leonine clause? 30. The relationship of collaboration: What is "affectio societatis"? 31. List the different causes that lead to the dissolution of a company. 32. How can the partners of a company prevent its dissolution by the arrival of its term? 33. In what case is there talk of the dissolution of the company's object? ## Case Study 1 Jean, Pierre, and André decide to form a transportation company. The company's capital is set at 2,000,000f. Jean contributes a van worth 1,500,000f to the company, Pierre contributes a van worth 500,000f, and André contributes his industry. All three are appointed as managers in the company's constitutive act, which has been registered with the commercial and credit registry of the Batouri court. In light of the facts and positive law, can you determine the type of company formed? ## Case Study 2 Mr. DEFO and Ms. TALA, who are cohabiting, want to set up their company. Their project is as follows: 1. The company will be a general partnership. 2. The share capital will be 150,000f CFA. 3. Mr. DEFO is a doctor. 4. Ms. TALA is a nurse. 5. The purpose of the company is the operation of a medical office. 6. In reality, Mr. DEFO wants, through this structure, to facilitate the sale of children and to be paid for his services. 7. Mr. DEFO contributes a mortgaged property to the company for a value higher than its market value. 8. Ms. TALA is exempt from any participation in losses. 9. The atmosphere between the two future partners is deteriorating day by day, the collaboration is nonexistent, the signing of the contract must take place within eight days. **Work to be done:** What do you think of this draft establishment? What are your observations to be submitted to partners? ## Case Study 3 Christelle and Barbara are two single friends who, after studying management, decide to set up their own business. Their project is to market wines purchased from different regions of France to sell them on the African market. They have chosen the legal form of an SARL to carry out their project where they will each hold 50% of the shares. However, only Christelle will manage the company, while Barbara will be the sales director with an employment contract. Christelle will handle the initial steps necessary for the establishment of the company. **Brief**: Establishment Barbara has 500,000f CFA and Christelle only 250,000f CFA. They hope that the results of the company will allow them to quickly access new resources. * You will find the excerpt from the legal gazette informing third parties of the creation of the company in Annex. **Work to be done:** 1. Do the funds they have at their disposal suffice to consider setting up an SARL? 2. Can Christelle obtain as many shares as Barbara by making an industrial contribution? 3. What rights does Barbara have to intervene in the life of the company? **Annex** * Extract from the Legal Gazetteer * Notice of Establishment ## Case Study 4 TOURE, ADAMA, and GREGORIE are partners in an SARL whose purpose is the sale of advertising space. The share capital is distributed as follows: TOURE: 40% ADAMA: 40% GREGORIE: 20% TOURE manages the company. The company was established in 2004. For several months, the atmosphere has deteriorated between the partners. GREGORIE regrets having made loans to the company's current account for a total amount of 25,000,000F CFA, while the company only distributes dividends sparingly. He regrets having voted at the last general assembly in favor of the repayment of the partners' current accounts by the deadline of December 31, 2009. He feels isolated and sidelined, believing that the company's management has been hijacked by TOURE. He just learned that the company has sold, through its manager TOURE, different assets, namely shares in two subsidiaries. He is worried because the dividends distributed by these subsidiaries generate substantial financial income. After consulting with a law student friend, he wants to counterattack as follows: * by requesting the immediate repayment of his partner’s current account loans * by obtaining information about the modalities of the company’s disposal of the participation titles, * by demanding the appointment of a provisional administrator in order to thwart TOURE’s management policy. ## Case Study 5 The OLM limited liability company operates in the field of import-export. Its capital of 15,000,000 F CFA is divided between 8 partners, of whom 3 have been appointed statutory managers (Mr. SANOGO, Mr. KAMI, and ZOGO). Article 15 of the articles of association states: «The managers ensure the current management of the company. However, any sale of a company property must be preceded by a unanimous decision of the three managers. If unanimity of the three managers cannot be achieved, the partners must be consulted by them. In this case, the sale decision can only be made by a majority of the eight partners. Decisions that exceed the powers of the managers will be made unanimously. However, in the event of a manager's resignation or dismissal, he or she may be replaced by a non-managing partner, appointed by a majority vote». On November 15, 2013, SANOGO signs, on behalf of the company, a preliminary sale agreement for a company property, without consulting or even informing his co-managers. Informed about the sale at the beginning of December 2013, by a letter from the buyer requesting the signing of the authentic deed legalizing the sale, Ms. ZOGO and Mr. KAMI consider refusing the sale, which they deem null and void. Mr. KAMI wants to propose the dismissal of Mr. SANOGO from the management of the company and to replace him with one of the partners, Mr. SIMO. Ms. ZOGO, for her part, hesitates to directly confront Mr. SANOGO on the issue of his dismissal and is thinking of abstaining if the point comes up at a general assembly. Mr. KAMI asks you for your opinion, in legal terms, about his projects and what the possible consequences would be for the company.