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TLC Ltd, once a successful drug distributing company, has not been doing well in recent times. Its profits have been declining and the directors have attributed the decline to fierce competition in the market. The shareholders of the company are aging and have no appetite for doing what it would take to compete in the market and keep the company is a viable option.

The members have approached you for advice on how they can dissolve the company.

· Discuss any five contents of the memorandum of association and state their effect on the smooth operations of a company. (5 marks)

· Advise them on the steps needed to have the company dissolved. Describe the process from the commencement of winding up to the dissolution of the company.

(15 marks)

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