LML4806 Assignment 1 ||(Answers and Guidelines) Semester 2 | Due Date 18 August 2026

, LML4806 ASSIGNMENT 1 SEMESTER 2 2026

DUE DATE: 18 AUGUST 2026




1.1 Advise Mbeu Wealth (Pty) Ltd on the prospects of success in asking the court
to declare that the calling and convening of the shareholders' meeting of 15 May
2026 were irregular and invalid.


Mbeu Wealth (Pty) Ltd has strong prospects of successfully challenging the validity of

the shareholders' meeting because several mandatory provisions of the Companies Act

71 of 2008 ("the Act") and the company's Memorandum of Incorporation (MOI) were

not complied with. The procedural defects are substantive rather than technical and

affected the company's decision-making process as well as the shareholder's statutory

participation rights.1


The following irregularities support an application to court:


 Lack of authority to convene the meeting. The MOI provides that only the

board of directors may call a shareholders' meeting. Section 61(1) of the

Companies Act likewise confers this power on the board.2 Pamela convened the

meeting without a prior board resolution, despite no board meeting having been

held. As chairperson, she could not exercise powers reserved for the board acting

collectively. Her unilateral conduct therefore rendered the calling of the meeting

inconsistent with both the MOI and the Act.

 Failure to provide notice to Mbeu Wealth (Pty) Ltd. Section 62 requires notice

of a shareholders' meeting to be delivered to every shareholder entitled to




1
Companies Act 71 of 2008.
2
Companies Act 71 of 2008 s 61(1).