,Question 1
1.1. Reference sec. 36 sec 38 (1)
Board may shares of a company to the extent and within classes that
have been authorized by the memorandum of corporation.
The memorandum of incorporation sets out classes of shares and
number of shares that the company is authorized to issue.
Also specifies for each class distinguishing designation for that class
and preference rights and limitations.
The memorandum of incorporation may authorize a stated number of
unclassified shares which are budget to classification by the board.
Copter services limited all need to comply will all related details listed
above in its memorandum of Incorporation.
1.2. sec 36 (2)
The authorization and classification of shares, the number rights
and limitations associated with shares set put in the memorandum
of incorporation may be changed only by amendment of
memorandum of incorporation by board to the extent that the
memorandum of incorporation provides.
, The board may therefore increase or decrease number of
authorized shares.
Computer services limited at the moment has fully worked its
authorized shares of 100 000 and will need to amend the
memorandum of incorporation or board may increase authorized
shares to the extent provided in the memorandum of
incorporation.
There is need to have increased number of authorized shares.
1.3. Board may issue shares but after a special resolution of
shareholders as shares are being issued to directors.
1.4.Reference : sec : 40
Shares are to be issued at adequate consideration in terms of
conversion rights associated with previous issued securities of the
company.
Board must consider the consideration before issuing of shares.
Shares issued to directors of computer services Ltd are to be issued at
adequate consideration before issuing of shares.
Shares issued to directors of computer service Ltd are to be issued at
adequate consideration, preferably market value and not par value.
, 1.5. When some shares to be issued to directors there is need for
shareholders’ approval by special resolution.
1.6. Reference : s 62 (1)
The company must deliver a notice of each shareholders meeting in
prescribed manner and form to all shareholders of the company as of
record date of meeting at least.
15 days before meeting of a public or nonprofit company.
10 days before of other ; before meeting
1.7. Shareholders meeting may not begin until sufficient persons are
present at meeting. At least 25% of all rights entitled to exercise
in respect of matter to be decided on at meeting.
If a company has more than two shareholders a meeting may not begin
unless at least (3) three shareholders are present and the requirements
of the memorandum of Incorporation have been satisfied.
1.8. reference : sec 65 (4)
Proposed resolution must be
Expressed with sufficient clarity and specify.
Accompanied by sufficient information.
1.1. Reference sec. 36 sec 38 (1)
Board may shares of a company to the extent and within classes that
have been authorized by the memorandum of corporation.
The memorandum of incorporation sets out classes of shares and
number of shares that the company is authorized to issue.
Also specifies for each class distinguishing designation for that class
and preference rights and limitations.
The memorandum of incorporation may authorize a stated number of
unclassified shares which are budget to classification by the board.
Copter services limited all need to comply will all related details listed
above in its memorandum of Incorporation.
1.2. sec 36 (2)
The authorization and classification of shares, the number rights
and limitations associated with shares set put in the memorandum
of incorporation may be changed only by amendment of
memorandum of incorporation by board to the extent that the
memorandum of incorporation provides.
, The board may therefore increase or decrease number of
authorized shares.
Computer services limited at the moment has fully worked its
authorized shares of 100 000 and will need to amend the
memorandum of incorporation or board may increase authorized
shares to the extent provided in the memorandum of
incorporation.
There is need to have increased number of authorized shares.
1.3. Board may issue shares but after a special resolution of
shareholders as shares are being issued to directors.
1.4.Reference : sec : 40
Shares are to be issued at adequate consideration in terms of
conversion rights associated with previous issued securities of the
company.
Board must consider the consideration before issuing of shares.
Shares issued to directors of computer services Ltd are to be issued at
adequate consideration before issuing of shares.
Shares issued to directors of computer service Ltd are to be issued at
adequate consideration, preferably market value and not par value.
, 1.5. When some shares to be issued to directors there is need for
shareholders’ approval by special resolution.
1.6. Reference : s 62 (1)
The company must deliver a notice of each shareholders meeting in
prescribed manner and form to all shareholders of the company as of
record date of meeting at least.
15 days before meeting of a public or nonprofit company.
10 days before of other ; before meeting
1.7. Shareholders meeting may not begin until sufficient persons are
present at meeting. At least 25% of all rights entitled to exercise
in respect of matter to be decided on at meeting.
If a company has more than two shareholders a meeting may not begin
unless at least (3) three shareholders are present and the requirements
of the memorandum of Incorporation have been satisfied.
1.8. reference : sec 65 (4)
Proposed resolution must be
Expressed with sufficient clarity and specify.
Accompanied by sufficient information.
