In numbered paragraphs, distinguish between the following; statutory corporations and limited companies, A memorandum of association and articles of association

Statutory Corporations Limited companies
·    These       are    incorporated             associations created   by   statute.             They               owe their

existence to an Act of Parliament.

·        These are incorporated associations created by registration

·    The Act provides them with a name and prescribes its objects

·    Promoters must comply with the Provisions of the Companies Act.

·    The corporation is a body corporated with perpetual     succession       limited liability capacity to contract sue or be sued and

·    On registration the association becomes a body corporate by the name contained in the memorandum of association.
own property.

·         Examples include Agricultural Finance

·        Their objects are prescribed by the memorandum of association.
Corporation, Kenya Wildlife Services,

Kenya Air Ports Authority Public universities.

·             Their features are generally similar to those of statutory corporations.

·         All state corporations belong to the state hence have one member.

·    However registred companies are different in that

·         Interest may be transferred by the government.

·         Membership is prescribed by law for example the minimum number of members is two for both public and private companies. However, where as the membership of a public company is unlimited, a private company cannot have more than 50 members unless the excess members are or have been employees of the company.
·         Members interest in the company is transferable.
·    Companies are managed by directors.
·         There are two types of registered companies namely public and private.


Memorandum of Association Articles of Association
This is one of the so called constitutive documents.


It is the external constitution of the company.


It regulates the relations between the company and third parties.


It is the company‟s charter.


Contents include, name of the company, domicile objects, capital, liability association or declaration particulars of subscribers and the date.

It is a constitutive document


It is the internal constitution of the company. It contains the rules of internal management.

It regulates the relations between the company and its members.


Company may adopt Table A as its articles of association.


Contents of Table A include:

–  Transfer of shares

–  Powers of directors

–  Forfeiture of shares

–  Lien on shares.

–  Calls

–  Office of managing director

–  Office of company secretary.

–  Dividend

–  Voting

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