, LML4806 ASSIGNMENT 1 SEMESTER 2 2026
ANSWERS
DUE DATE 18 AUGUST 2026
1.1 Advice to Mbeu Wealth (Pty) Ltd on the prospects of success in asking the court
to declare the calling and convening of the shareholders' meeting irregular and
invalid (14 marks)
Mbeu Wealth (Pty) Ltd has strong prospects of success because several mandatory
provisions of the Companies Act 71 of 2008 were not complied with when the shareholders'
meeting of 15 May 2026 was called and convened.
(a) The meeting was not properly authorised
Section 61(1) of the Companies Act provides that the board of directors may call a
shareholders' meeting. The Memorandum of Incorporation (MOI) of Spartacus Ltd
expressly states that only the board has the power to call shareholders' meetings.
In this case, Pamela sent the notice of the meeting in her capacity as chairperson, claiming
to act on behalf of the board. However, no board meeting was held and no board resolution
was adopted authorising the meeting.
A chairperson has no independent authority to convene a shareholders' meeting unless
authorised by the board or the MOI. Therefore, the meeting was called without proper
authority and was invalid.
(b) Failure to give proper notice
ANSWERS
DUE DATE 18 AUGUST 2026
1.1 Advice to Mbeu Wealth (Pty) Ltd on the prospects of success in asking the court
to declare the calling and convening of the shareholders' meeting irregular and
invalid (14 marks)
Mbeu Wealth (Pty) Ltd has strong prospects of success because several mandatory
provisions of the Companies Act 71 of 2008 were not complied with when the shareholders'
meeting of 15 May 2026 was called and convened.
(a) The meeting was not properly authorised
Section 61(1) of the Companies Act provides that the board of directors may call a
shareholders' meeting. The Memorandum of Incorporation (MOI) of Spartacus Ltd
expressly states that only the board has the power to call shareholders' meetings.
In this case, Pamela sent the notice of the meeting in her capacity as chairperson, claiming
to act on behalf of the board. However, no board meeting was held and no board resolution
was adopted authorising the meeting.
A chairperson has no independent authority to convene a shareholders' meeting unless
authorised by the board or the MOI. Therefore, the meeting was called without proper
authority and was invalid.
(b) Failure to give proper notice
