, LML4806 ASSIGNMENT 1 SEMESTER 2 2026
DUE DATE: 18 AUGUST 2026
Question 1.1
Advise Mbeu Wealth (Pty) Ltd on the prospects of success in asking the court to order that
both the calling and convening of the shareholders' meeting of 15 May 2026 were
irregular and invalid. (14 Marks)
Mbeu Wealth (Pty) Ltd has strong prospects of success in obtaining a court order declaring
that the calling and convening of the shareholders’ meeting held on 15 May 2026 were
irregular and invalid. The facts reveal several material contraventions of both the
Companies Act 71 of 2008 ("the Act") and the Memorandum of Incorporation (MOI) of
Spartacus Ltd. Since the Act requires shareholders’ meetings to be called and conducted in
accordance with the Act and the company’s MOI, failure to comply with these requirements
renders the meeting susceptible to being set aside by a court.1
The first irregularity concerns the authority to convene the shareholders’ meeting. The MOI
of Spartacus Ltd expressly provides that only the board of directors has the power to call a
shareholders’ meeting. Section 61(1) of the Companies Act similarly provides that the board
may call a shareholders’ meeting whenever required.2 In the present case, Pamela issued
the notice of meeting purporting to act on behalf of the board despite the fact that no
board meeting had been held and no board resolution authorising the meeting had been
adopted. As chairperson, Pamela possesses no independent statutory authority to exercise
powers reserved exclusively for the board. The board functions collectively, and decisions
falling within its authority must ordinarily be authorised through a properly adopted board
1
Companies Act 71 of 2008 s 6(11).
2
Companies Act 71 of 2008 s 61(1).
DUE DATE: 18 AUGUST 2026
Question 1.1
Advise Mbeu Wealth (Pty) Ltd on the prospects of success in asking the court to order that
both the calling and convening of the shareholders' meeting of 15 May 2026 were
irregular and invalid. (14 Marks)
Mbeu Wealth (Pty) Ltd has strong prospects of success in obtaining a court order declaring
that the calling and convening of the shareholders’ meeting held on 15 May 2026 were
irregular and invalid. The facts reveal several material contraventions of both the
Companies Act 71 of 2008 ("the Act") and the Memorandum of Incorporation (MOI) of
Spartacus Ltd. Since the Act requires shareholders’ meetings to be called and conducted in
accordance with the Act and the company’s MOI, failure to comply with these requirements
renders the meeting susceptible to being set aside by a court.1
The first irregularity concerns the authority to convene the shareholders’ meeting. The MOI
of Spartacus Ltd expressly provides that only the board of directors has the power to call a
shareholders’ meeting. Section 61(1) of the Companies Act similarly provides that the board
may call a shareholders’ meeting whenever required.2 In the present case, Pamela issued
the notice of meeting purporting to act on behalf of the board despite the fact that no
board meeting had been held and no board resolution authorising the meeting had been
adopted. As chairperson, Pamela possesses no independent statutory authority to exercise
powers reserved exclusively for the board. The board functions collectively, and decisions
falling within its authority must ordinarily be authorised through a properly adopted board
1
Companies Act 71 of 2008 s 6(11).
2
Companies Act 71 of 2008 s 61(1).
