Problematic of liquidation and dissolution of companies under rwandan law: case study of Rwandatel

CHAPTER ONE: PRESENTATION OF THE TOPIC AND OVERVIEW ON DISSOLUTION AND LIQUIDATION OF COMPANIES UNDER RWANDAN LAW

After studying law from the first year up to the fourth year, when I was asked to choose a topic on which I will conduct my research which is a requirement in order to acquire a law degree, Ilooked back in all branches of law that we studied and as my preferred one was company law, I asked myself on which topic I should work on and I realized that it is better to work on dissolution of companies and its liquidation under Rwandan law. This is what pushed me to work on this topic.

As far as my topic is concerned, in this first chapter I presented the topic and make a general overview on dissolution and liquidation of companies in Rwanda. That is, first of all I define the key words because I cannot go on without defining the words that compose my topic in order to make the readers understand well the topic. Second, the categories and types of companies are listed and explained as well, Third, I went into deep in analyzing how dissolution and liquidation of companies is done in Rwanda and in other countries that I referred on in my comparative study. That is, Kenya and Canada. In this section readers will see how I compared all the three countries basing on steps and procedures of dissolution and also based on each country's respective law that provide the dissolution and liquidation. Fourth and last, this chapter is ended by giving the ratio legis and the legal framework dissolution and liquidation of companies under Rwandan law. That is the Rwandan laws and regulations that regulate and provide in which case a company may be dissolved.

All in all, in chapter, I intended to explain to the readers all things relating to the dissolution of companies and its liquidation referred to what other scholars, authors and researchers talked about whether be in books or online in without leaving apart my personnel opinion in analyzing provisions of laws. I hope I will reach my goal and attain my objectives.

I.1.Definition of key words

In order to understand well the topic, the key words must be defined and here below, some definition given by scholars and different authors are given, and the researcher will show the one that she finds are better and then explain why they were the one chosen.

I.1.1 Company

In United Kingdom, the Company Act 2006 defines a company as a voluntary association formed and organized to carry on a business^5(*).

According to G.K. Kapoor, a company means an association of persons for some object or objects.^6(*) In fact the purposes for which people may wish to associate are multifarious but the word company is normally reserved for those associated for economic purpose. That is, people who make an association with the intention of carrying on a business for gain.^7(*)

In Indian law, a company means a company incorporated or registered under the Companies Act, 1956 or under any of the earlier Company Acts.^8(*)

Judge Lindley, L.J. defines a company as an association of many persons who contribute money or money's worth to a common stock, and employs in its some common trade or business and who share the profit or loss (as the case may be) arising there from.^9(*)

Chief Justice Marshal defines a company as a person, artificial, invisible, intangible and existing only in the eyes of law. And continues saying that being a creature of law, it posses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence.^10(*)

After analyzing all the above definitions given to company by some laws and scholars, I have the same view with that one provided by the UK Company Act because it is the mere meaning of a company. Others are related to the fact that people put themselves together to carry on a business in order to gain profit

I.1.2 Company dissolution

Dissolution is a termination of a company. That is, it is the process by which a company or part of a company is brought to an end and its assets and property are distributed. It can be voluntary when it is a result of the will of shareholders or forced when it results from insolvency^11(*).

* ⁵ UK Companies Act 2006, chapter 2.

* ⁶ G.K. Kapoor, Business and Corporate Laws, 1^st edition, New Delhi, Sultan and Sons,2002,p. 2.4

* ⁷Ibid.

* ⁸ Indian Companies Act 1956, Section 3.

* ⁹ G.K. Kapoor, op. cit., p.2.3.

* ¹⁰Ibid.

* ¹¹ P. Merle, Droit Commercial, Sociétés Commerciales, Paris, collection Précis Dalloz Droit Privé, 2012, p. 145