Study-Unit Description

Study-Unit Description


CODE CML2011

 
TITLE Company Law

 
UM LEVEL 02 - Years 2, 3 in Modular Undergraduate Course

 
MQF LEVEL 5

 
ECTS CREDITS 4

 
DEPARTMENT Commercial Law

 
DESCRIPTION This study-unit is largely based on the provisions contained in Title I of Part V of the Companies Act namely articles 67 to 213.

It covers in particular the following areas:

The company as a separate legal entity with a distinct personality;
The different types of companies and their structures;
The functions of companies and the role they play in commerce and society;
Procedure for the formation and operation of companies;
The important notion of the lifting of the corporate veil, and the various circumstances were the courts have looked beyond the formal corporate entity;
The ultra vires doctrine and the recent amendments thereto;
The concept of capital and how this maybe increased and decreased and protection afforded by the law to shareholders and creditors;
The company's organs and agents especially the directors, company secretary and other officers, and how these are appointed and removed and their respective rights, powers and responsibilities;
Protection of Minority Rights and the various ways that the law protects shareholders against imposition or abuse by the majority shareholders;
The pledging of shares and the benefits and procedure thereof;
Financial accounts and their role in safeguarding the rights of creditors and shareholders;
The duties of companies and their officials to file documents with the Registrar of companies and the applicable rules and penalties for late or non filing.

Study-unit Aims

To enable students to understand the nature of a limited liability company as a corporate entity and a legal person;
To allow students to master the concept of the limited liability of shareholders and the advantages and disadvantages of this concept and to provide them with a comprehensive overview of the requirements which are necessary to set up a company and the differences between the types of limited liability companies;
To assist students to grasp the legal framework and practicalities of how a company operates and is administered, and in this context the role, functions and responsibilities of the various Company's organs, agents and officers.

Learning Outcomes

1. Knowledge & Understanding:
By the end of the study-unit the student will be able to:

- Navigate adequately in the various legal provisions which regulate the setting up of a limited liability company and how it operates in society, how it is administered and operated in the interest of shareholders customers and creditors;
- Acquire a comprehensive knowledge and appreciation of essential notions of company law, of corporate personality and of the various types of companies that may be set up.

2. Skills:
By the end of the study-unit the student will be able to:

- Gain an adequate and comprehensive knowledge of the way companies are set up and administered so as to be able to guide future business clients as to various potential forms of doing business by means of companies and the relative features and advantages of each type of company.

Main Text/s and any supplementary readings

- Commercial Code
- Companies Act
- Cooperative Societies Act

 
STUDY-UNIT TYPE Lecture and Tutorial

 
METHOD OF ASSESSMENT
Assessment Component/s Assessment Due Sept. Asst Session Weighting
Examination (2 Hours) SEM1 Yes 100%

 
LECTURER/S Kris Borg
Tiziana Filletti (Co-ord.)
Andrew Muscat
Ilona Schembri

 

 
The University makes every effort to ensure that the published Courses Plans, Programmes of Study and Study-Unit information are complete and up-to-date at the time of publication. The University reserves the right to make changes in case errors are detected after publication.
The availability of optional units may be subject to timetabling constraints.
Units not attracting a sufficient number of registrations may be withdrawn without notice.
It should be noted that all the information in the description above applies to study-units available during the academic year 2023/4. It may be subject to change in subsequent years.

https://www.um.edu.mt/course/studyunit