ICAP CA Corporate and Business Law Syllabus

Corporate and Business Law syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Corporate and Business Law in ICAP CA, not a summary of it.

1. 1

   Mercantile and Contract Law

   3 topics

   • Contract Act 1872
   • Sale of Goods Act 1930
   • Negotiable Instruments Act 1881
2. 2

   Partnership Law

   2 topics

   • Partnership Act 1932
   • Rights, duties and dissolution
3. 3

   Company Formation

   3 topics

   • Companies Act 2017 overview
   • Incorporation and types of companies
   • Memorandum and articles of association
4. 4

   Share Capital and Debentures

   2 topics

   • Issue and alteration of share capital
   • Debentures and charges
5. 5

   Management and Administration

   3 topics

   • Directors: appointment, powers and duties
   • Meetings and resolutions
   • Company secretary and statutory registers
6. 6

   Corporate Governance and Compliance

   3 topics

   • Code of Corporate Governance
   • SECP regulatory framework
   • Winding up and insolvency

Corporate and Business Law flashcards for ICAP CA

18 of 58 cards from the Corporate and Business Law deck — real questions with worked answers.

1. Under the Contract Act 1872, what are the essential elements of a valid contract?

   Offer and acceptance, lawful consideration, capacity of parties, free consent, lawful object, not expressly declared void, certainty of terms, and intention to create legal relations.

2. Distinguish between an agreement and a contract under the Contract Act 1872.

   An agreement is every promise and set of promises forming consideration for each other (offer + acceptance). A contract is an agreement enforceable by law. Thus, Contract = Agreement + Enforceability.

3. What is consideration under the Contract Act 1872 and what is its key rule?

   Consideration is something done or abstained from, or promised, at the desire of the promisor (quid pro quo). Key rule: an agreement without consideration is void, subject to exceptions (e.g. natural love and affection in writing/registered, past voluntary services, time-barred debt promise).

4. Differentiate a void agreement, a voidable contract and a void contract.

   A void agreement is not enforceable from the start. A voidable contract is valid until rescinded by the aggrieved party (e.g. consent caused by coercion/fraud). A void contract was valid when made but later ceases to be enforceable.

5. What constitutes 'free consent' under the Contract Act 1872?

   Consent is free when not caused by coercion, undue influence, fraud, misrepresentation or mistake. Consent caused by coercion, undue influence, fraud or misrepresentation makes the contract voidable; consent caused by bilateral mistake of fact makes it void.

6. What is the difference between coercion and undue influence under the Contract Act 1872?

   Coercion is committing or threatening to commit an act forbidden by the Penal Code, or unlawfully detaining property, to obtain consent. Undue influence is dominating the will of another due to a relationship to obtain an unfair advantage.

7. Who is competent to contract under Section 11 of the Contract Act 1872?

   A person who is of the age of majority, of sound mind, and not disqualified from contracting by any law. An agreement with a minor is void ab initio.

8. What are the remedies for breach of contract under the Contract Act 1872?

   Rescission of the contract, suit for damages, suit for specific performance, suit for injunction, and quantum meruit (payment for work done).

9. Under the Sale of Goods Act 1930, what is the difference between a sale and an agreement to sell?

   In a sale, property (ownership) in the goods transfers immediately to the buyer. In an agreement to sell, transfer of property takes place at a future time or subject to conditions; it becomes a sale when those conditions are fulfilled.

10. Distinguish between a condition and a warranty under the Sale of Goods Act 1930.

    A condition is a stipulation essential to the main purpose; its breach allows the buyer to repudiate the contract. A warranty is collateral to the main purpose; its breach gives only a right to claim damages, not to repudiate.

11. State the rule of 'Caveat Emptor' under the Sale of Goods Act 1930 and its exceptions.

    Caveat Emptor means 'let the buyer beware' - the buyer must satisfy himself about quality/fitness. Exceptions: fitness for buyer's known purpose where reliance is placed on seller's skill, sale by description/sample, merchantable quality, and where seller commits fraud.

12. Who is an 'unpaid seller' under the Sale of Goods Act 1930 and what are his rights against the goods?

    A seller who has not been paid the whole price, or whose negotiable instrument has been dishonoured. Rights against goods: right of lien, right of stoppage in transit, and right of resale.

13. Define 'goods' and their classification under the Sale of Goods Act 1930.

    Goods means every kind of movable property other than actionable claims and money, including stock, shares, growing crops, grass. Classified as existing goods (specific/ascertained, unascertained), future goods, and contingent goods.

14. What is the difference between a bill of exchange and a promissory note under the Negotiable Instruments Act 1881?

    A promissory note has two parties (maker and payee) and is an unconditional promise to pay. A bill of exchange has three parties (drawer, drawee, payee) and is an unconditional order to pay, requiring acceptance by the drawee.

15. Define a 'cheque' under the Negotiable Instruments Act 1881.

    A cheque is a bill of exchange drawn on a specified banker and not expressed to be payable otherwise than on demand. It includes electronic cheques and truncated cheques.

16. What are the essential characteristics of a negotiable instrument?

    Freely transferable by delivery or endorsement, the holder's title is free from defects (holder in due course gets good title), it is payable to order or bearer, and the holder can sue in his own name.

17. Who is a 'holder in due course' under the Negotiable Instruments Act 1881?

    A person who, for consideration, becomes the possessor/payee of a negotiable instrument before it became overdue and without notice of any defect in the title of the transferor.

18. What is the difference between endorsement in blank and endorsement in full?

    In a blank (general) endorsement, the endorser signs only his name and the instrument becomes payable to bearer. In a full (special) endorsement, the endorser adds the name of the person to whom payment is to be made.

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