,FBE2604 Assignment 1 (COMPLETE ANSWERS)
Semester 2 2025 - DUE August 2025; 100%
TRUSTED Complete, trusted solutions and
explanations.
QUESTION 1
Zipper (Pty) Ltd – Appointment of a Company Secretary
In terms of the Companies Act 71 of 2008, the appointment of
a company secretary is mandatory only for public companies
and certain state-owned companies. A private company (Pty)
Ltd, such as Zipper (Pty) Ltd, is not legally required to appoint
a company secretary unless its Memorandum of Incorporation
(MOI) specifically provides for such an appointment.
If Zipper (Pty) Ltd is not compelled by its MOI, it can operate
without a company secretary. However, appointing one can
still be beneficial for ensuring good corporate governance and
compliance with the Act.
Three duties of a company secretary include:
1. Advising the board on compliance with the Companies
Act, the MOI, and relevant corporate governance
principles.
, 2. Maintaining statutory records such as the register of
shareholders, directors, and company minutes.
3. Filing required documents with the Companies and
Intellectual Property Commission (CIPC), such as annual
returns, amendments to company details, and special
resolutions.
Loans by Haze Ltd – Financial Assistance to Subscribe for
Shares
When a company provides financial assistance for the
acquisition of its own shares or shares in a related company,
section 44 of the Companies Act 71 of 2008 applies. To validly
provide such assistance, the following requirements must be
met:
1. Board Resolution – The board must pass a resolution
authorising the financial assistance.
2. Solvency and Liquidity Test – The board must be satisfied,
after considering all reasonably foreseeable
circumstances, that the company will satisfy the solvency
and liquidity test immediately after providing the
assistance.
3. Terms and Conditions – The terms of the assistance must
be fair and reasonable to the company.
Semester 2 2025 - DUE August 2025; 100%
TRUSTED Complete, trusted solutions and
explanations.
QUESTION 1
Zipper (Pty) Ltd – Appointment of a Company Secretary
In terms of the Companies Act 71 of 2008, the appointment of
a company secretary is mandatory only for public companies
and certain state-owned companies. A private company (Pty)
Ltd, such as Zipper (Pty) Ltd, is not legally required to appoint
a company secretary unless its Memorandum of Incorporation
(MOI) specifically provides for such an appointment.
If Zipper (Pty) Ltd is not compelled by its MOI, it can operate
without a company secretary. However, appointing one can
still be beneficial for ensuring good corporate governance and
compliance with the Act.
Three duties of a company secretary include:
1. Advising the board on compliance with the Companies
Act, the MOI, and relevant corporate governance
principles.
, 2. Maintaining statutory records such as the register of
shareholders, directors, and company minutes.
3. Filing required documents with the Companies and
Intellectual Property Commission (CIPC), such as annual
returns, amendments to company details, and special
resolutions.
Loans by Haze Ltd – Financial Assistance to Subscribe for
Shares
When a company provides financial assistance for the
acquisition of its own shares or shares in a related company,
section 44 of the Companies Act 71 of 2008 applies. To validly
provide such assistance, the following requirements must be
met:
1. Board Resolution – The board must pass a resolution
authorising the financial assistance.
2. Solvency and Liquidity Test – The board must be satisfied,
after considering all reasonably foreseeable
circumstances, that the company will satisfy the solvency
and liquidity test immediately after providing the
assistance.
3. Terms and Conditions – The terms of the assistance must
be fair and reasonable to the company.
