COURSE DESCRIPTION
The course is divided into three parts. Part One covers a general introduction to business associations. It extends to legal rules and procedure regulation formation, registration, and management of sole proprietorship, partnership. Part Two covers limited liability companies and the legal rules and procedure regulating their formation, registration and winding up. Part Three covers Public enterprises, cooperative and other forms of association such as those regulated by the Societies Act and Trustees Incorporation Act.
This course introduces students to, and progressively makes them understand the various modes of doing business under the law. The main traditional modes of doing business are sole proprietorship, partnership and limited liability. Students are required to know how each of these modes work and the legal implications and prerequisites attributed to each. In addition to the tradition modes, students are also supposed to know other forms of doing business which are common in Tanzania such as limited liability companies, public enterprises, executive agencies, cooperatives, and non-governmental organizations. In addition to understanding the concepts of each of these modes, students are also supposed to know the governing laws and authorities as well as the historical perspective of each. Students have also to know the institutional set up which control each of these such as BRELA, Registrar of Cooperatives and the Registrar of Societies.
LEARNING OUTCOMES
By the end of the course, students will be able to:
- Acquire the
basic knowledge on the law governing both corporate and non corporate bodies in
the world.
- Acquire
basic knowledge of the nature and mode of formation of corporate and non
corporate bodies.
- Acquire the
basic knowledge on the structure, composition and management of corporate and
non corporate bodies.
- Acquire
basic knowledge on procedural requirements for incorporation and registration
of corporate and non corporate bodies.
- Acquire
basic knowledge on bankruptcy and insolvency on corporate and non corporate
bodies.
COURSE CONTENT
- Forms of
Legal Business entities
- Sole
traders; partnership; firms, Companies, public corporations and cooperatives
- Formation,
registration and dissolution of various forms of legal business entities.
- Company's:
Memorandum; articles of Association; Pre-incorporation agreements
- corporate personality
- Liability for torts and crime; raising and
maintenance of capital; share capital; allotment; raising and maintenance;
profits and dividends;
- Directors;
company, meetings; resolutions
- Joint ventures/mergers; privatization;
receiverships, liquidation and winging up;
- Cooperatives
and public enterprises.
COMPULSORY READING MATERIALS
- Ballantine, Proposed Revision of the Ultra Vires Doctrine 12 Cornell Law Quarterly.
- Pound R, Visitatorial Jurisdiction Over Corporations in Equity, 49 Harvard Law Review.
- Board, Statutory Developments in Business Corporation Law 1886-1936, 50 Harvard Law Review.
OPTIONAL READING MATERIALS
- Chai, Y. P., Law in the Political Economy of Public Enterprise
- Franck, T., The New development: Cam American Law and Legal Institutions Help Developing Countries?' 1972 Wisconsin Law Review 767 (1972).