UNIVERSITYOFTHEGAMBIA

SCHOOL OF BUSINESS & PUBLIC ADMINISTRATION (SBPA)

LAW 324- COMPANY LAW
COURSE INFORMATION

COURSE TITLE LAW 324 -COMPANY LAW

DEPARTMENT DEPARTMENT OF MANAGEMENT SCIENCES
CREDIT HOURS 3
LECTURE COMMENCES THURSDAY 2ND FEBERUARY 2024
COURSE LOCATION SJ210
COURSE DAY AND TIME THURSDAYS 5:00-7:30PM
SEMESTER 2023/2024 SECOND SEMESTER
INSTRUCTOR INFORMATION THOMAS FUAD TOURAY, ESQ.
LLB (HONS), BARRISTER AT LAW (BL), LLM IN HUMAN RIGHTS LAW, LLM
IN COMMERCIAL LAW, MASTERS IN INTELLECTUAL PROPERTY LAW
(MIP), AND DOCTOR OF PHILOSOPHY (PhD) IN INTERNATIONAL LAW.
Phone: (+220) 3107206/7650982
Email: fuadthomas@utg.edu.gm/fuadthomas@gmail.com
OFFICE HOURS FOR STUDENTS Wednesdays,1:30-2:30
OFFICE LOCATION I will meet students in my office, opposite the student affairs office, Faculty of
Law, The University of The Gambia.

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Table of Contents
COURSE PURPOSE.....................................................................................................................................................................................3
INTRODUCTION TO GAMBIAN COMPANY LAW ...................................................................................................................................3
ASSUMPTION OF PRIOR LEARNING ......................................................................................................................................................3
LEARNING OUTCOMES .........................................................................................................................................................................4
COMMUNICATION ................................................................................................................................................................................4
TEACHING METHODOLOGY AND EXPECTATIONS OF STUDENTS .........................................................................................................5
COURSE POLICIES..................................................................................................................................................................................5
CONTINUOUS ASSESSMENT .................................................................................................................................................................5
CLASS PARTICIPATION ..........................................................................................................................................................................5
ASSESSMENT STRATEGY: ......................................................................................................................................................................6
COURSE CONTENT OUTLINE .................................................................................................................................................................7
COURSE MATERIALS ...........................................................................................................................................................................21
REFRENCES/ COURSE READING LIST...................................................................................................................................................22

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COURSE PURPOSE
This course seeks to equip the students with knowledge and skills of theoretical, practical and
legal dimension of business organizations. The course provides a framework of the essential of
company rules and regulations to help the students in managing business organizations
dynamically and efficiently at national, regional and global contexts.

INTRODUCTION TO GAMBIAN COMPANY LAW

This course will inform, educate and engage students on the Introduction to Gambian Company
Law, the fundamentals of company law, directors, and secretaries of companies, formation of the
companies in The Gambia. Share capital and shareholders of a company, essentials of company
law, introduction to the Gambia Intellectual Property Rights (IPR), and procedures for winding
up of a company in The Gambia.

ASSUMPTION OF PRIOR LEARNING

 Before you begin this course, you must be able to:
 Write and communicate in coherent English
 Demonstrate a thorough knowledge of the historical development of company law in The
Gambia.
 Demonstrate a working understanding of the doctrine of separate legal personality.(The
case of Salomon v A Salomon and Co Ltd [1897] AC 22)
 Be capable of independent learning,
 Understand the basic principles and concepts of Company Law.
 Read, analyse and extract principles from law reports and other source material,
 Apply legal problem-solving techniques to practical situations.

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LEARNING OUTCOMES
Upon successful completion of this course, students should be able to:
 Describe the historical development of Company Law in The Gambia.
 Describe the major areas of Gambian law that circumscribe the company’s activities.
 Apply abstract legal principles to concrete situations related to company activity.
 List the steps to the formation of a company in The Gambia.
 Identify the role of promoters in the formation of the company in The Gambia.
 Identify who members of a company are
 Deduce how a company conducts its affairs/business
 Identify who company directors are; their duties and powers in the company.
 Explain what shares of a company are and how they are acquired
 Understand how a company is wound up.

The Students may vary in their competency levels on these outcomes. They can expect to
achieve these outcomes if they honour course policies, attend classes regularly, complete all
assigned work in good faith and on time, and meet all other course expectations of them as
students

Communication
The ability to exchange information via Email, WhatsApp and time appropriately and correctly.
This competency includes oral, written, and interpersonal communication, and the ability to use
current innovative media.
Critical Thinking
The ability to engage in thinking characterized by the rational, informed, independent, and open-
minded exploration of issues, ideas, and events before accepting or formulating a conclusion.
Problem-Solving
The ability to create and execute a strategy to answer a question or achieve a goal. Includes being
able to anticipate the consequence of a potential solution, select a strategy among several
alternatives, The application of the Main Legal Principles famously known as FIRAC/IRAC in
solving problem/senario questions and decide when an acceptable outcome has been reached.

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TEACHING METHODOLOGY AND EXPECTATIONS OF STUDENTS

Lectures will be integrated with reading materials, visual presentations, individual and group
cases or discussions. Please turn off all electronic devices that are not being used for educational
purposes, for the duration of the class lecture.

COURSE POLICIES

Continuous assessment

Class Participation
 The 5% grade for class attendance is awarded based on class attendance and
participation. CLASS PARTICIPATION IS STRONGLY ENCOURAGED. This
includes the student’s demonstrated completion of readings and engagement with
materials and in class, as well as attendance and punctuality. There will be occasions
where class participation will include small assignments and ascertainment of the
completion of those small assignments.
 Please be on time for lectures, I will mark the student register
 Please be prepared to participate in class by having done the required readings and small
assignments, where required, ahead of time.
 Cell phones must be turned off during the class.
 Plagiarism and academic dishonesty are strictly prohibited. I am very strict on this point,
and you will earn zero for any occasion where you resort to plagiarism.
 Referencing such as footnote / footnoting and Bibilography are required in all research
papers/assignments.
 Everystudent is espected to be present / seen in every assignment required for
submissimion.
 The use of transitional words in your assignments is very pertinent.
 For more information on what constitutes plagiarism, please visit www.plagiarism.org.

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ASSESSMENT STRATEGY:
The grade for this course will be determined according to these assessment components:
• 25% Assignment 1 (Research and presentation)
• 25% Assignment 2 (Research and problem-solving)
• 50% Final Exam (Problem questions which require the application of statute, common
law and case law to solve practical issues.

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 COURSE CONTENT OUTLINE
MODULE 1: WEEK 1
INTRODUCTION TO GAMBIAN
COMPANY LAW
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CHAPTER ONE
 INTRODUCTION TO GAMBIAN COMPANY LAW
 RIGHT TO FORM A COMPANY UNDER THE 1997
CONSTITUTION OF THE REPUBLIC OF THE GAMBIA
 HISTORICAL DEVELOPMENT OF COMPANY LAW IN THE
GAMBIA
 DEFINITION OF COMPANY, GAMBIAN COMPANIES ACT,
2013
 NATURE, CHARACTERISTICS OF COMPANIES,
COMPANIES ACT, 2013
 INTRODUCTION TO COMPANY LEGAL RESEARCH
WRITING SKILLS.
 CASE SUMMARIES
 CONCLUSION
MODULE 2: WEEK 2
THEORIES AND PRINCIPLES
COMPANY LAW
MODULE 3: WEEK 3
INTRODUCTION TO FORMATION AND
OPERATION OF COMPANIES IN THE
GAMBIA.
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CHAPTER TWO
 INTRODUCTION TO THE THEORIES AND PRINCIPLES OF
COMPANY LAW
 THE DOCTRINE OF SEPARATE LEGAL PERSONALITY
 THE PRINCIPLE OF LIMITED LIABILITY
 THE DOCTRINE OF LIFTING THE VEIL OF
INCORPORATION
 SHAREHOLDER PRIMACY THEORY
 STAKEHOLDER THEORY
 PUBLIC POLICY THEORY
 LAW AND ECONOMICS THEORY
 CONTRACTUAL THEORY
 AGENCY THEORY-
 NEXUS OF CONTRACTS THEORY
 SOCIAL DARWINISM THEORY-
 REGULATION THEORY
 LEGAL REALISM THEORY
 CASE SUMMARIES
 CONCLUSION
CHAPTER THREE
1. INTRODUCTION TO FORMATION AND OPERATION OF
COMPANIES IN THE GAMBIA.
 FORMALITIES OF INCORPORATION
 INCORPORATION OF COMPANIES
 RIGHT TO FORM A COMPANY
 CAPACITY OF INDIVIDUAL FOR COMPANY.
 TYPES OF COMPANY
 PRIVATE COMPANY
 CONSEQUENCES OF DEFAULT IN COMPLYING WITH
CONDITIONS
 CONSTITUTING A PRIVATE COMPANY
 PUBLIC COMPANIES
 UNLIMITED COMPANY TO HAVE SHARE CAPITAL
 COMPANY LIMITED BY GUARANTEE
 NAME OF A COMPANY
 NAME AS STATED IN THE MEMORANDUM
 PROHIBITED AND RESTRICTED NAMES
 CHANGE OF NAME OF A COMPANY
 RESERVATION OF NAME
  MEMORANDUM OF ASSOCIATION
 REQUIREMENTS WITH RESPECT TO THE
MEMORANDUM OF A COMPANY
 FORM AND CONTENTS OF MEMORANDUM
 ARTICLES OF ASSOCIATION
 ARTICLES FOR THE REGULATING OF COMPANIES
 FORM AND CONTENT OF ARTICLES
 PROCEDURES FOR REGISTRATION OF COMPANIES
 DOCUMENTS OF INCORPORATION
 EFFECT OF REGISTRATION
 CAPACITIES AND POWERS OF COMPANIES
 EFFECT OF ULTRA VIRUS ACTS
 EFFECT OF RELIANCE ON RESTRICTIONS IN THE
MEMORANDUM
 EFFECT OF MEMORANDUM AND ARTICLES
 MEMBER’S RIGHT TO COPY OF MEMORANDUM ETC.
 CASE SUMMARIES
 CONCLUSION

MODULE 4: WEEK 4
CHAPTER FOUR
INTRODUCTION TO FORMATION AND
OPERATION OF COMPANIES IN THE
GAMBIA PART (2)
2. INTRODUCTION TO FORMATION AND OPERATION OF
COMPANIES IN THE GAMBIA PART (2)
 ALTERATION OF MEMORANDUM AND ARTICLE
 COPIES OF MEMORANDUM ISSUED TO EMBODY
ALTERATIONS
 RESTRICTION ON ALTERATION OF MEMORANDUM
 ALTERATION OF MEMORANDUM MODE OF
ALTERATION OF BUSINESS OR OBJECTS
 POWER TO ALTER PROVISIONS IN THE MEMORANDUM
IN CERTAIN CASES
 ALTERATIONS OF ARTICLES
 LIMITATION OF LIABILITY TO CONTRIBUTE TO SHARE
CAPITAL IF MEMORANDUM ETC. ALTERED
 RE-REGISTRATION OF COMPANIES
 RE-REGISTRATION OF PRIVATE COMPANY TO PUBLIC

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  RE-REGISTRATION OF COMPANY LIMITED BY SHARES
AS UNLIMITED
 RE-REGISTRATION OF UNLIMITED AS LIMITED BY
SHARES
 RE-REGISTRATION OF PUBLIC COMPANY AS PRIVATE
 PROMOTERS
 PERSONS PROMOTING A COMPANY
 DUTIES AND LIABILITIES OF A PROMOTER
 COMPANY’S CONTRACTS
 FORM OF CONTRACTS
 PRE-INCORPORATION CONTRACTS
 BILLS OF EXCHANGE AND PROMISSORY NOTE
 COMMON SEAL OF THE COMPANY
 OFFICIAL SEAL FOR USE ABROAD
 AUTHENTICATION AND SERVICE OF DOCUMENTS
 POWERS OF ATTORNEY
 AUTHENTICATION OF DOCUMENTS
 SERVICE OF DOCUMENTS ON COMPANIES
 MEMBERSHIP OF THE COMPANY
 DEFINITION OF MEMBER
 CAPACITY TO BE A MEMBER
 RIGHT OF MEMBER TO ATTEND MEETINGS AND VOTE
 PERSONATING OF MEMBER
 LIABILITY OF MEMBERS
 CASE SUMMARIES
 CONCLUSION

MODULE 5: WEEK 5 CHAPTER FIVE

 INTRODUCTION TO COMPANY SHARES AND SHARE
INTRODUCTION TO COMPANY CAPITAL.
SHARES AND SHARE CAPITAL.
 SHARE CAPITAL
 MINIMUM SHARE CAPITAL
 AUTHORISED MINIMUM SHARE CAPITAL
 ALTERATION OF SHARE CAPITAL
 ALTERATION OF SHARE CAPITAL BY CONSOLIDATION,
ETC.
 NOTICE REQUIRED WHEN NOTICE AND STOCK
CONSOLIDATED ETC.
 INCREASE OF SHARE CAPITAL AND NOTICE OF
INCREASE

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  INCREASE OF PAID UP CAPITAL ON INTEREST OF
SHARES
 REDUCTION OF SHARE CAPITAL
 POWER FOR UNLIMITED COMPANY TO PROVIDE
RESERVE SHARE CAPITAL ON RE REGISTRATION
 RESTRICTION ON REDUCTION OF ISSUED SHARE
CAPITAL
 SPECIAL RESOLUTION FOR REDUCTION OF SHARE
CAPITAL
 APPLICATION TO COURT FOR ORDER OF
CONFIRMATION
 COURT ORDER CONFIRM REDUCTION
 REGISTRATION OF ORDER AND MINUTES OF
REDUCTION
 LIABILITY OF MEMBERS ON REDUCED SHARE
 PENALTY FOR CONCEALING NAME OF CREDITORS,
ETC.
 NATURE OF SHARES
 RIGHTS AND LIABILITIES ATTACHED TO SHARES
 SHARES AS TRANSFERABLE PROPERTY
 PROHIBITION OF NON-VOTING AND WEIGHTED SHARES
 ISSUE OF SHARES
 POWER OF COMPANIES TO ISSUE SHARES
 ISSUE OF CLASSES OF SHARES
 ISSUE WITH RIGHTS ATTACHED
 ISSUE OF SHARES AT A PREMIUM
 ISSUE OF SHARES AT A DISCOUNT
 ISSUE OF REDEEMABLE PREFERENCE SHARES
 VALIDATION OF IMPROPERLY ISSUED SHARES
 ALLOTMENT OF SHARES
 AUTHORITY TO ALLOT SHARES
 METHOD OF APPLICATION AND ALLOTMENT
 ALLOTMENT AS ACCEPTANCE OF CONTRACT
PAYMENT ON ALLOTMENT
 EFFECT OF IRREGULAR ALLOTMENT
 RETURNS AS TO ALLOTMENT
 CALL ON AND PAYMENT FOR SHARES
 CALL ON SHARES
 REVERSE LIABILITY OF COMPANY HAVING SHARE
CAPITAL
 PAYMENT OF SHARES MEANING OF PAYMENT IN CASH

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MODULE 6: WEEK 6
CHAPTER SIX
INTRODUCTION TO DEBENTURES
MODULE 7: WEEK 7 CHAPTER SEVEN
INTRODUCTION TO MEETINGS AND
PROCEEDINGS OF COMPANY
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 PAYMENT OTHER THAN IN CASH
 POWER TO PAY DIFFERENT AMOUNT ON SHARES
 LIEN AND FORFEITURE OF SHARES
 LIEN ON SHARES
 FORFEITURE OF SHARES
 CLASSES OF SHARES
 POWER TO VARY RIGHT
 APPLICATION FOR CANCELLATION OR VARIATION
 RIGHTS OF A PREFERENCE SHARE TO MORE THAN ONE
VOTE
 CONSTRUCTION OF CLASS RIGHTS
 CASE SUMMARIES
 CONCLUSION
3. INTRODUCTION TO DEBENTURES
 CREATION OF DEBENTURE AND DEBENTURE STOCK
 POWER TO BORROW MONEY, TO CHARGE PROPERTY
AND ISSUE DEBENTURE
 DOCUMENTS OF TITLE TO DEBENTURES OR
CERTIFICATE OF DEBENTURE STOCK
 EFFECT OF STATEMENT IN DEBENTURE
 ENFORCEMENT OF CONTRACTS RELATING TO
DEBENTURE
 TYPES OF DEBENTURES
 PERPETUAL DEBENTURES
 CONVERTIBLE DEBENTURES
 SECURED OR NAKED DEBENTURES
 REDEEMABLE DEBENTURES
 POWER TO REISSUE REDEEMED DEBENTURES IN
CERTAIN CASES
 MEETING OF DEBENTURE HOLDERS
 CASE SUMMARIES
 CONCLUSION
4. INTRODUCTION TO MEETINGS AND PROCEEDINGS OF
COMPANY
 MEETINGS AND PROCEEDINGS OF COMPANY
 TYPES OF MEETINGS
 STATUTORY MEETING
 STATUTORY MEETING
  NO COMPLIANCE AND PENALTY
 GENERAL MEETING
 ANNUAL GENERAL MEETING
 BUSINESSES TRANSACTED AT ANNUAL GENERAL
MEETING
 EXTRAORDINARY GENERAL MEETING
 EXTRAORDINARY GENERAL MEETING
 PLACE OF MEETING
 NOTICE OF MEETINGS
 LENGTH OF NOTICE OF CALLING MEETINGS
 CONTENT OF NOTICE
 PERSONS ENTITLED TO NOTICE
 SERVICE OF NOTICE
 FAILURE TO GIVE NOTICE
 ADDITIONAL NOTICE
 POWER OF COURT TO ORDER MEETINGS
 VOTING
 PROCEDURE OF VOTING
 RIGHT TO DEMAND POLL
 VOTING ON A POLL
 RIGHT OF ATTENDANCE AT GENERAL MEETING
 ATTENDANCE AT MEETING
 OBJECTIONS AS TO QUALIFICATION
 PROXIES
 CORPORATION REPRESENTATION AT MEETING OF
COMPANIES, ETC.
 QUORUM
 RESOLUTION
 RESOLUTIONS
 WRITTEN RESOLUTION
 CIRCULATION OF MEMBERS’ RESOLUTION
 RESOLUTIONS REQUIRING SPECIAL NOTICE
 REGISTRATION AND COPIES OF CERTAIN
RESOLUTIONS
 EFFECT OF RESOLUTIONS PASSED AT ADJOURNED
MEETINGS
 MISCELLANEOUS MATTER RELATING TO MEETINGS
AND PROCEDURES
 ADJOURNMENT
 POWERS AND DUTIES OF THE CHAIRMAN OF THE
GENERAL MEETING
 MINUTES OF PROCEEDINGS AND EFFECTS
 INSPECTION OF MINUTE BOOKS AND COPIES
 CLASS MEETINGS

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  CASE SUMMARIES
 CONCLUSION
MODULE 8: WEEK 8
CHAPTER EIGHT
INTRODUCTION TO DIRECTORS AND 5. INTRODUCTION TO DIRECTORS AND SECRETARY OF
SECRETARY OF THE COMPANY THE COMPANY

 DIRECTORS
 NUMBER OF DIRECTORS
 SECRETARY
 ACTS OF SECRETARY
 ACTS DONE BY PERSON IN DUAL CAPACITY
 VALIDITY OF ACTS OF DIRECTORS
 APPOINTMENT OF DIRECTORS
 DISQUALIFICATION TO DIRECTOR
 DIRECTORS SHARE QUALIFICATIONS
 TERMINATION OF OFFICE OF DIRECTOR
 REMOVAL OF DIRECTORS
 RIGHT TO NOTICE
 ALTERNATIVE DIRECTORS
 CUMULATIVE VOTING
 RESTRAINING FRAUDULENT PERSONS FROM
MANAGING COMPANIES
 RESIDENT OF DIRECTOR
 EXECUTIVE DIRECTORS
 APPOINTMENT OF MANAGING DIRECTOR
 REMUNERATION
 RESTRICTIONS FOR ISSUING OF LOANS BY COMPANY
 PERMITTED LOANS
 PAYMENTS TO DIRECTORS FOR LOSS OFFICE OR ON
TRANSFER OF THE COMPANY’S UNDERTAKING
 PAYMENTS TO DIRECTORS IN CONNECTION WITH
TAKEOVER BIDS
 SUPPLEMENTAL PROVISIONS TO SECTIONS 81 AND 82
 INDEMNIFYING DIRECTORS
 FOR DERIVATIVE ACTION
 RIGHT TO INDEMNITY
 INSURANCE OF DIRECTORS
 COURT APPROVAL OF INDEMNITY
 REGISTER OF DIRECTORS AND SECRETARIES
 DIRECTORS’ MEETINGS AND ORGANIZATIONAL
MATTER
 NOTICE AND WAIVER

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  TELEPHONE PARTICIPATION
 ESTABLISHMENT OF COMMITTEES
 ELECTION OF CHAIRPERSON
 EFFECT OF DIRECTORS’ RESOLUTION
 DISSENTING TO RESOLUTION
 MINUTES OF DIRECTORS’ MEETINGS
 RESTRICTED POWERS OF DIRECTORS
 BYE-LAW POWERS
 DUTY OF CARE
 CONFLICTS OF DUTY AND INTEREST AND
PROHIBITIONS OF SECRET PROFIT.
 CONSENT OF COMPANY
 INTERESTS IN CONTRACTS
 INTEREST DECLARATION
 AVOIDANCE OF NULLITY
 SETTING ASIDE CONTRACTS
 DESIGNATION OF OFFICES
 DIRECTORS’ BORROWING POWERS
 LIABILITY FOR BREACH OF DUTY
 LIABILITY FOR SHARE ISSUE
 LIABILITY FOR OTHER ACTS
 CONTRIBUTION FOR JUDGMENT
 ENFORCEMENT OF CONTRACT
 RECOVERY BY ACTION
 DEFENCE TO LIABILITY
 DUTIES OF DIRECTOR IN CONNECTION WITH SALES OR
PURCHASES OF THE COMPANY’S SECURITIES
 PROHIBITION OF ASSIGNMENT OF OFFICE
 SUBSTANTIAL PROPERTY TRANSACTIONS INVOLVING
DIRECTORS, ETC.
 CASE SUMMARIES
 CONCLUSION

MODULE 9: WEEK 9
CHAPTER NINE
INTRODUCTION TO ANNUAL
RETURNS, DIVIDENDS AND PROFITS 6. INTRODUCTION TO ANNUAL RETURNS, DIVIDENDS
COMPANIES IN THE GAMBIA. AND PROFITS COMPANIES IN THE GAMBIA.

 ANNUAL RETURNS
 ANNUAL RETURN BY COMPANY LIMITED BY SHARES
OR GUARANTEE
 ANNUAL RETURN BY COMPANY HAVING SHARES
OTHER THAN SMALL COMPANY,

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MODULE 10: WEEK 12
CHAPTER NINE
INTRODUCTION TO THE GAMBIA
INTELLECTUAL PROPERTY RIGHTS
(IPR)
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 EIGHT SCHEDULE COMPANIES ACT, 2013
 ANNUAL RETURN BY SMALL COMPANY, NINTH
SCHEDULE
 ANNUAL RETURN BY COMPANY LIMITED BY
GUARANTEE, TENTH SCHEDULE
 TIME FOR COMPLETION OF ANNUAL RETURN
 DOCUMENTS TO BE ANNEXED TO ANNUAL RETURN
 CERTIFICATES BY PRIVATE COMPANY AND SMALL
COMPANY IN ANNUAL RETURN
 EXCEPTION IN CERTAIN CASES OF UNLIMITED
COMPANIES AND SMALL
 PENALTY FOR NON-COMPLIANCE WITH SECTION 362
TO 368 OF THE COMPANIES ACT, 2013.
 DIVIDENDS AND PROFITS
 DECLARATION OF DIVIDENDS AND PAYMENT OF
INTERIM DIVIDEND
 DISTRIBUTABLE PROFITS
 RESTRICTION ON DECLARATION AND PAYMENT OF
DIVIDENDS
 UNCLAIMED DIVIDENDS
 RESERVE AND CAPITALIZATION
 EMPLOYEES’ SHARES AND PROFIT SHARING
 RIGHT OF THE SHAREHOLDERS TO SUE FOR DIVIDENDS
 LIABILITY FOR PAYING DIVIDEND OUT OF CAPITAL
 SUMMARY OF GAMBIAN COURTS CASES
 CONCLUSION
7. INTRODUCTION TO THE GAMBIA INTELLECTUAL
PROPERTY RIGHTS (IPR).
 THEORIES OF IPR
 PRINCIPLES OF IPRCATEGORIES OF IPR
 COPYRIGHT LAW
 NATURE OF GAMBIAN COPYRIGHT LAW
 SUBSISTENCE OF COPYRIGHT IN THE GAMBIA
 RELATED RIGHTS OF IPR
 OWNERSHIP RIGHTS EXPLOITATION COPYRIGHT LAW
 GAMBIA NATIONAL LEGISLATIONS ON IPR
 INTERNATIONAL CONVENTIONS ON IPR IN THE
GAMBIA
 INFRINGEMENT OF COPYRIGHT
 DEFENCES TO COPYRIGHT INFRINGEMENT
 REMEDIES FOR COPYRIGHT INFRINGEMENT
 TRADEMARKS

MODULE 10: WEEK 10
INTRODUCTION TO WINDINGUP OFA
COMPANY IN THE GAMBIA
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 OGRAPHICAL INDICATIONS (GIS)
 INDUSTRIAL DESIGN LAWS
 PATENTS
 UTILITY MODAL
 TRADE SECRETS.
 NEW PLANT VARIETY PROTECTION
 TRADITIONAL KNOWLEDGE, TCE AND GR
 CASE SUMMARIES
 CONCLUSION
CHAPTER TEN
10. INTRODUCTION TO WINDINGUP OFA COMPANY IN THE
GAMBIA.
 WINDING UP
 RECEIVERS AND RECEIVER MANAGERS
 DISQUALIFIED RECEIVERS
 FUNCTIONS OF RECEIVERS
 FUNCTIONS OF RECEIVER MANAGERS
 DIRECTORS’ POWER STOPPED
 DUTY UNDER COURT DIRECTION
 DUTY UNDER INSTRUMENT
 DUTY OF CARE
 DIRECTIONS BY COURT
 DUTIES OF RECEIVERS
 LIABILITY OF RECEIVER
 NOTICE OF RECEIVERSHIP
 FLOATING CHARGES PRIORITIES
 STATEMENT OF AFFAIRS
 CONTENT OF STATEMENT
 MODE AND CONTRIBUTORIES
 MODES OF WINDING UP
 LIABILITY OF MEMBERS
 SAVING
 DEFINITION OF CONTRIBUTORY
 NATURE OF LIABILITY OF CONTRIBUTORY
 CONTRIBUTORIES IN CASE OF DEATH OF MEMBER
 CONTRIBUTORIES IN CASE OF BANKRUPTCY OF
MEMBER
 WINDING UP BY THE COURT
 WINDING UP PETITIONS AND ORDERS
 CIRCUMSTANCES IN WHICH COMPANY MAY BE
WOUND UP BY COURT
  DEFINITION OF LIABILITY TO PAY DEBTS
 PETITION FOR WINDING UP
 POWERS OF COURT ON HEARING PETITION
 POWER TO STAY OR RESTRAIN PROCEEDING AGAINST
COMPANY
 AVOIDANCE OF DISPOSITION OF PROPERTY AFTER
COMMENCEMENT OF WINDING UP
 AVOIDANCE OF ATTACHMENTS
 COMMENCEMENT OF WINDING BY THE COURT
 COPY OF ORDER TO BE FORWARDED TO REGISTRAR
 ACTIONS STAYED ON WINDING UP ORDER
 EFFECT ON WINDING UP ORDER
 OFFICIAL RECEIVER
 STATEMENT OF COMPANY’S AFFAIR
 REPORT BY OFFICIAL RECEIVER
 STATUTORY DECLARATION OF SOLVENCY IN CASE OF
PROPOSAL OF WINDING UP VOLUNTARILY
 PROVISIONS APPLICABLE ONLY TO MEMBERS
VOLUNTARY WINDING UP
 POWER OF COMPANY TO APPOINT AND FIX
REMUNERATION OF LIQUIDATORS
 POWER TO FILL VACANCY IN OFFICE OF LIQUIDATOR
 POWER OF LIQUIDATOR TO ACCEPT SHARES AS
CONSIDERATION FOR SALE OF PROPERTY OF
COMPANY
 DUTY OF LIQUIDATOR TO CALL CREDITORS’ MEETING
IN CASE OF INSOLVENCY
 DUTY OF LIQUIDATOR TO CALL GENERAL MEETING AT
END OF EACH YEAR
 FINAL MEETING AND DISSOLUTION
 ALTERNATIVE PROVISIONS AS TO ANNUAL AND FINAL
MEETINGS IN CASE OF INSOLVENCY
 PROVISIONS APPLICABLE TO CREDITORS VOLUNTARY
WINDING UP
 MEETING OF CREDITORS
 APPOINTMENT OF LIQUIDATOR
 APPOINTMENT OF COMMITTEE OF INSPECTION
 FIXING OF LIQUIDATORS’ REMUNERATION AND
CESSER OF DIRECTORS’ POWERS
 POWER TO FILL VACANCY IN OFFICE OF LIQUIDATOR
 APPLICATION OF SECTION 458 TO A CREDITORS’
WINDING UP
 DUTY OF LIQUIDATOR TO CALL MEETINGS OF
COMPANY AND OF CREDITORS AT END OF EACH YEAR.

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  FINAL MEETING AND DISSOLUTION
 PROVISIONS APPLICABLE TO EVERY VOLUNTARY
WINDING UP
 DISTRIBUTION OF PROPERTY OF COMPANY
 POWERS AND DUTIES OF LIQUIDATOR IN VOLUNTARY
WINDING UP
 POWER OF COURT TO APPOINT AND REMOVE
LIQUIDATOR IN VOLUNTARY WINDING UP
 NOTICE BY LIQUIDATOR OF HIS OR HER APPOINTMENT
 ARRANGEMENT WHEN BINDING ON CREDITORS
 POWER TO APPLY TO COURT TO HAVE QUESTIONS
DETERMINED OR POWERS EXERCISED
 COST OF VOLUNTARY WINDING UP
 SAVING FOR RIGHTS OF CREDITORS AND
CONTRIBUTORIES
 PENALTY FOR OFFENCE COMMITTED UNDER THIS
CHAPTER
 PROVISIONS APPLICABLE TO EVERY MODE OF
WINDING UP
 PROOF AND RANKING OF CLAIMS
 DEBTS OF ALL DESCRIPTIONS TO BE PROVED
 PREFERENTIAL PAYMENT
 EFFECT OF WINDING UP ON ANTECEDENT AND OTHER
TRANSACTION
 FRAUDULENT PREFERENCE
 LIABILITIES AND RIGHT OF CERTAIN FRAUDULENTLY
PREFERRED PERSONS
 EFFECT OF FLOATING CHARGE
 DISCLAIMER OF ONEROUS PROPERTY
 DEFINITIONS APPLICABLE TO SECTIONS 487 AND 488
 RESTRICTION OF RIGHTS OF CREDITOR AS TO
EXECUTION OR ATTACHMENT
 DUTIES OF SHERIFF AS TO GOODS TAKEN IN
EXECUTION
 OFFENCES
 OFFENCES BY OFFICERS OF COMPANIES BY
LIQUIDATION
 PENALTY FOR FALSIFICATION OF BOOKS
 FRAUDS BY OFFICERS OF COMPANIES WHICH HAVE
GONE INTO LIQUIDATION
 LIABILITY WERE PROPER ACCOUNT NOT KEPT
 FRAUDULENT TRADING
 POWER OF COURT TO ASSESS DAMAGES AGAINST
DELINQUENT DIRECTORS

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MODULE 11: WEEK 11
INTRODUCTION TO WINDINGUP OFA
COMPANY IN THE GAMBIA PART (2)
20
 PROSECUTION OF DELINQUENT OFFICERS AND
MEMBERS OF A COMPANY
 SUPPLEMENTARY PROVISIONS AS TO WINDING UP
 DISQUALIFICATION FOR APPOINTMENT AS
LIQUIDATORS
 NOTIFICATION THAT A COMPANY IS IN LIQUIDATION
 FAILURE TO COMPLY WITH SECTION 497
 EXEMPTION OF CERTAIN DOCUMENTS FROM STAMP
DUTY ON WINDING UP OF COMPANIES
 BOOKS OF COMPANY TO BE EVIDENCE
 DISPOSAL OF BOOKS AND PAPERS OF COMPANIES
 INFORMATION AS TO PENDING LIQUIDATIONS
 UNCLAIMED ASSETS
 SUPPLEMENTARY POWERS OF COURT
 MEETING TO ASCERTAIN WISHES OF CREDITORS OR
CONTRIBUTORIES
 AFFIDAVITS
 PROVISIONS AS TO DISSOLUTIONS
 POWER OF COURT TO DECLARE DISSOLUTION OF
COMPANY VOID
 REGISTRAR MAY STRIKE DEFUNCT COMPANY OFF
REGISTER
 OUTSTANDING ASSETS OF DEFUNCT COMPANY TO
VEST IN OFFICIAL
 RECEIVER
 DISPOSAL OF MONEYS
 PENALTY FOR OFFENCES COMMITTED UNDER THIS
CHAPTER
 RULES OF COURT FOR THE WINDING-UP OF
COMPANIES, ETC.
 CASE SUMMARIES
 CONCLUSION
CHAPTER ELEVEN
11. INTRODUCTION TO WINDINGUP OFA COMPANY IN THE
GAMBIA PART (2)
 WINDING UP OF UNREGISTERED COMPANIES
 CONTRIBUTORIES IN WINDING UP OF UNREGISTERED
COMPANY
 POWER OF COURT TO STAY OR RESTRAIN
PROCEEDINGS
 EFFECT OF EARLIER REFERENCES
  OUTSTANDING ASSETS OF DEFUNCT UNREGISTERED
COMPANY
 DEALING IN COMPANY SECURITY
 PROSPECTUS
 DEFINITIONS
 APPLICATION OF CHAPTER
 PROSPECTUS REQUIREMENT
 PROHIBITION AGAINST PUBLIC ISSUE OF SHARES AND
DEBENTURES
 CONTENTS OF PROSPECTUS
 PROFESSIONAL NAMES
 NO WAIVERS
 CERTAIN NOTICE REQUIRED
 RESPONSIBILITY FOR CERTIFICATE
 EVIDENCE
 REGISTRATION OF PROSPECTUS AND LIABILITY FOR
CLAIMS
 REGISTRATION OF PROSPECTUS
 PROSPECTUS RESUMED
 EXPERT’S CONSENT
 . LIABILITY ON PROSPECTUS
 SUBSCRIPTION LIST AND MINIMUM SUBSCRIPTION
 SUBSCRIPTION LISTS
 MINIMUM SUBSCRIPTION
 ESCROW OF SUBSCRIPTION MONEY
 REMEDIAL ACTION
 RESCISSION OF CONTRACTS
 TIME LIMIT ON ALLOTMENT
 STATEMENT IN LIEU OF PROSPECTUS
 RESTRICTION OF ALLOTMENT
 STATEMENT IN LIEU OF PROSPECTUS
 REFUSAL OF REGISTRATION OF STATEMENT IN LIEU
OF PROSPECTUS
 CASE SUMMARIES
 CONCLUSION

COURSE MATERIALS
This course requires textbooks and electronic readings. Any readings not yet listed will be
provided with sufficient notice as the course progresses. Most of the readings for this class will
require internet access.

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(BOOKS)
• Charlesworth, J., Morse, G., Morris, R. C., Girvin, S. M., Hudson, A., & Frisby, S.
(2005). Company law. Sweet & Maxwell.
• Cracknell, D. G. (2005). Company law. Old Bailey.
• Goulding, S. (2003). Company law. Cavendish.
• Marshall, E., & Oliver, M. S. (1998). Company law. Financial Times Pitman Pub.
• Pennington, R. R. (2006). Company law. Oxford University Press.
• Rose, F. D. (2015). Company law. Sweet et Maxwell u.a.

(JOURNAL ARTICLES )
Dignam, A., & Lowry, J. (2022). 1. introduction to company law. Company Law, 3– 12.
https://doi.org/10.1093/he/9780192865359.003.0001
• Hannigan, B. (2018). 2. the framework of Company Law. Company Law.
https://doi.org/10.1093/he/9780198787709.003.0002
• Introduction to company law. (2015). Unlocking Company Law, 49–82.
https://doi.org/10.4324/9781315768458-10
• Micheler, E. (2021). A real entity theory of Company Law. Company Law, 1–36.
https://doi.org/10.1093/oso/9780198858874.003.0001
• Regulatory framework of Company Law. (2017). Company Law Handbook 2017.
https://doi.org/10.5040/9781784514396.chapter-001
• Roach, L. (2019). 2. sources of company law and corporate governance. Company Law,
20–48. https://doi.org/10.1093/he/9780198786634.003.0002

REFRENCES/ COURSE READING LIST

• The 1997 Constitution of the Republic of The Gambia
• The Gambia Companies Act, 2013
• The Gambia Single Window Business Registration Act, 2013
• Ghana Companies Act, 2019 (Act 992)
• Sierra Leone Companies Act, 2009
• Nigeria Companies and Allied Matters Act (CAMA 2020)
• India Companies Act, 2013
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• UK Companies Act, 2013
• US Model Business Corporation Act, 1999—2021

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