Exam (elaborations) LML4806 - Tut201 Letters ()ALL INXCLUSIVE

LML4806/MO001/4/2017




MO001/4/2017

Company Law
LML4806


Department of Mercantile Law


IMPORTANT INFORMATION:
This document contains important information
about your module.

, TABLE OF CONTENTS
page

Role of the MO001 document ................................................................................................ 3

Learning Unit 1 ....................................................................................................................... 4

Learning Unit 2 ..................................................................................................................... 10

Learning Unit 3 ..................................................................................................................... 19

Learning Unit 4 ..................................................................................................................... 27

Learning Unit 5 ..................................................................................................................... 32

Learning Unit 6 ..................................................................................................................... 45

Learning Unit 7 ..................................................................................................................... 51

Learning Unit 8 ..................................................................................................................... 54

Learning Unit 9 ..................................................................................................................... 65

Learning Unit 10 ................................................................................................................... 69

Learning Unit 11 ................................................................................................................... 71




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, LML4806/MO001


Role of the MO001 document

STUDENTS WHO CANNOT ACCESS THE INTERNET ON A REGULAR BASIS
As part of your module study package you will receive a document in printed format, marked as
MO001/4/2017. The university decided that for online modules, all materials that are uploaded
under Learning Units on myUnisa must also be provided to all students in print or in another
format that does not require online access.

If you cannot access myUnisa on a regular basis you can rely on the MO001 document most of
the time but because there are links to websites and videos that are hosted on the internet you
must plan your studies in a manner that will allow you to visit these links from time to time.
There are also activities in this module that must be done online and which could therefore not
be included in the MO001 document. Students who go online regularly will have the advantage
of being able to share ideas or discuss problems with other students on the Discussion forum. If
you are unable to go online regularly you can benefit from the discussions that took place if you
read through these discussions when you have an opportunity to do so.




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, LEARNING UNIT 1

Shareholders and company meetings
This learning unit deals with the provisions of the Companies Act 71 of 2008
(hereinafter referred to as “the Companies Act” or “the Act”) relating to the types
and convening of meetings, voting rights, and resolutions at meetings of
shareholders.


Study Chapter 5 of your prescribed textbook.

Study sections 58 to 65 and section 66(1) of the Companies
Act.

1.1 INTRODUCTION AND DEFINITIONS
Sections 5.1–5.2 of the prescribed textbook
Section 66(1) of the Companies Act
Section 66(1) of the Companies Act provides that the business of the company
must be managed by, or under the direction of, its board, which has the authority to
exercise all the powers and perform any of the functions of the company, except
to the extent that the Act or the company’s Memorandum of Incorporation (MOI)
provides otherwise. The directors therefore have a duty to manage the company,
but shareholders retain control over the directors by their power to appoint and
remove directors. Some important decisions taken by directors must also be
approved by the shareholders.
You will know that you understand this learning unit if you are able to answer the
following key questions:

 What is a record date?
 What kinds of meetings can be held by a company?
 Why and how are the meetings convened?
 What is representation by proxy?
 Which decisions require a special resolution?
 How do shareholders exercise their voting rights?

This learning unit is based on the following structure:
 record date
 calling of shareholders’ meetings
 notice of meetings
 postponement and adjournment of meetings
 representation by proxy
 quorum
 conduct of meetings
 majority rule
 some exceptions to applicable rules and formalities

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