LML4806
Assignment 1 Semester 2 2026
Unique number: 256940
Due date: 18 August 2026
QUESTION 1.1 (2 Answers Provided)
Mbeu Wealth has strong prospects of securing a declaration that the calling and
convening of the 15 May 2026 meeting were irregular and invalid. The Companies
Act gives management powers to the board collectively,1 while section 61(1) permits
the board or another person authorised by the Memorandum of Incorporation or
company rules to call a shareholders’ meeting.1 Spartacus Ltd’s Memorandum of
Incorporation gives this power only to the board, meaning Pamela could not exercise
it merely because she was chairperson.1 Since no board meeting occurred and no
resolution authorised the meeting, Pamela’s notice therefore lacked corporate
authority from the beginning.1
, QUESTION 1.1 (2 Answers Provided)
Mbeu Wealth has strong prospects of securing a declaration that the calling and
convening of the 15 May 2026 meeting were irregular and invalid. The Companies
Act gives management powers to the board collectively,1 while section 61(1) permits
the board or another person authorised by the Memorandum of Incorporation or
company rules to call a shareholders’ meeting.2 Spartacus Ltd’s Memorandum of
Incorporation gives this power only to the board, meaning Pamela could not exercise
it merely because she was chairperson.3 Since no board meeting occurred and no
resolution authorised the meeting, Pamela’s notice therefore lacked corporate
authority from the beginning.4
The absence of a selected record date reveals defective administration, although
that omission does not automatically invalidate the meeting by itself. Section 59
allows the board to determine the date identifying shareholders entitled to receive
notice, participate and vote,5 but the Act supplies a default date when the board fails
to act.6 For a meeting, the default record date becomes the latest date upon which
the company was required to deliver notice to shareholders.7 However, section 62
still required the written notice to state the record date, and Pamela’s notice did not
contain that information.8
The notice period presents a serious defect because the notice was issued on 8 May
for a meeting beginning on 15 May. Spartacus Ltd appears to be a public company,
for which section 62 requires at least fifteen business days’ notice, while every other
company requires at least ten business days.9 Even under the shorter standard,
seven calendar days could not satisfy the statutory minimum, and shorter notice
1
Companies Act 71 of 2008, s 66(1).
2
Companies Act 71 of 2008, s 61(1).
3
Rehana Cassim, ‘Governance and Shareholders’ in Farouk HI Cassim and others (eds), The Law of
Business Structures (2nd edn, Juta 2021) 252–253.
4
Companies Act 71 of 2008, ss 61(1) and 73(5).
5
Companies Act 71 of 2008, s 59(1)(a)–(c).
6
Rehana Cassim, ‘Governance and Shareholders’ in Farouk HI Cassim and others (eds), The Law of
Business Structures (2nd edn, Juta 2021) 245.
7
Companies Act 71 of 2008, s 59(3)(a).
8
Companies Act 71 of 2008, s 62(3)(a).
9
Companies Act 71 of 2008, ss 11(3)(c)(ii) and 62(1)(a)–(b); Rehana Cassim, ‘Governance and
Shareholders’ in Farouk HI Cassim and others (eds), The Law of Business Structures (2nd edn, Juta
2021) 94 and 255–256.
Assignment 1 Semester 2 2026
Unique number: 256940
Due date: 18 August 2026
QUESTION 1.1 (2 Answers Provided)
Mbeu Wealth has strong prospects of securing a declaration that the calling and
convening of the 15 May 2026 meeting were irregular and invalid. The Companies
Act gives management powers to the board collectively,1 while section 61(1) permits
the board or another person authorised by the Memorandum of Incorporation or
company rules to call a shareholders’ meeting.1 Spartacus Ltd’s Memorandum of
Incorporation gives this power only to the board, meaning Pamela could not exercise
it merely because she was chairperson.1 Since no board meeting occurred and no
resolution authorised the meeting, Pamela’s notice therefore lacked corporate
authority from the beginning.1
, QUESTION 1.1 (2 Answers Provided)
Mbeu Wealth has strong prospects of securing a declaration that the calling and
convening of the 15 May 2026 meeting were irregular and invalid. The Companies
Act gives management powers to the board collectively,1 while section 61(1) permits
the board or another person authorised by the Memorandum of Incorporation or
company rules to call a shareholders’ meeting.2 Spartacus Ltd’s Memorandum of
Incorporation gives this power only to the board, meaning Pamela could not exercise
it merely because she was chairperson.3 Since no board meeting occurred and no
resolution authorised the meeting, Pamela’s notice therefore lacked corporate
authority from the beginning.4
The absence of a selected record date reveals defective administration, although
that omission does not automatically invalidate the meeting by itself. Section 59
allows the board to determine the date identifying shareholders entitled to receive
notice, participate and vote,5 but the Act supplies a default date when the board fails
to act.6 For a meeting, the default record date becomes the latest date upon which
the company was required to deliver notice to shareholders.7 However, section 62
still required the written notice to state the record date, and Pamela’s notice did not
contain that information.8
The notice period presents a serious defect because the notice was issued on 8 May
for a meeting beginning on 15 May. Spartacus Ltd appears to be a public company,
for which section 62 requires at least fifteen business days’ notice, while every other
company requires at least ten business days.9 Even under the shorter standard,
seven calendar days could not satisfy the statutory minimum, and shorter notice
1
Companies Act 71 of 2008, s 66(1).
2
Companies Act 71 of 2008, s 61(1).
3
Rehana Cassim, ‘Governance and Shareholders’ in Farouk HI Cassim and others (eds), The Law of
Business Structures (2nd edn, Juta 2021) 252–253.
4
Companies Act 71 of 2008, ss 61(1) and 73(5).
5
Companies Act 71 of 2008, s 59(1)(a)–(c).
6
Rehana Cassim, ‘Governance and Shareholders’ in Farouk HI Cassim and others (eds), The Law of
Business Structures (2nd edn, Juta 2021) 245.
7
Companies Act 71 of 2008, s 59(3)(a).
8
Companies Act 71 of 2008, s 62(3)(a).
9
Companies Act 71 of 2008, ss 11(3)(c)(ii) and 62(1)(a)–(b); Rehana Cassim, ‘Governance and
Shareholders’ in Farouk HI Cassim and others (eds), The Law of Business Structures (2nd edn, Juta
2021) 94 and 255–256.
