,FBE2604 Assignment 1 (COMPLETE ANSWERS)
Semester 2 2025 - DUE August 2025; 100%
TRUSTED Complete, trusted solutions and
explanations.
QUESTION 1
1. Company secretary – necessity and duties (5 marks)
Necessity:
Under the Companies Act 71 of 2008, only public
companies and state-owned companies are legally
required to appoint a company secretary (s86).
Since Zipper (Pty) Ltd is a private company, it is not
compulsory to appoint a company secretary. However,
they may do so voluntarily if they wish.
Three duties of a company secretary:
1. Provide directors with guidance on their duties,
responsibilities, and powers.
2. Ensure that the company complies with the
Companies Act and other applicable legislation.
3. Prepare and circulate board and shareholder meeting
notices and minutes.
2. Loans for share subscription (financial assistance)
, Financial assistance to employees or shareholders to acquire
shares is regulated by section 44 of the Companies Act.
To be valid:
1. Board authorisation – The board must pass a resolution
approving the assistance.
2. Solvency and liquidity test – Immediately after giving the
assistance, the company must be able to pay its debts
(liquidity) and assets must exceed liabilities (solvency).
3. Special resolution by shareholders – Approved within the
previous 2 years for that specific type of assistance.
4. Terms must be fair and reasonable to the company.
If these are not complied with, the assistance is unlawful.
3. Partnership vs Company (10 marks)
Aspect Partnership Company
Separate juristic
Legal No separate legal personality – person from its
personality partners are the business. shareholders
(s19).
Liability Unlimited personal liability for Limited liability –
debts. shareholders
generally risk
Semester 2 2025 - DUE August 2025; 100%
TRUSTED Complete, trusted solutions and
explanations.
QUESTION 1
1. Company secretary – necessity and duties (5 marks)
Necessity:
Under the Companies Act 71 of 2008, only public
companies and state-owned companies are legally
required to appoint a company secretary (s86).
Since Zipper (Pty) Ltd is a private company, it is not
compulsory to appoint a company secretary. However,
they may do so voluntarily if they wish.
Three duties of a company secretary:
1. Provide directors with guidance on their duties,
responsibilities, and powers.
2. Ensure that the company complies with the
Companies Act and other applicable legislation.
3. Prepare and circulate board and shareholder meeting
notices and minutes.
2. Loans for share subscription (financial assistance)
, Financial assistance to employees or shareholders to acquire
shares is regulated by section 44 of the Companies Act.
To be valid:
1. Board authorisation – The board must pass a resolution
approving the assistance.
2. Solvency and liquidity test – Immediately after giving the
assistance, the company must be able to pay its debts
(liquidity) and assets must exceed liabilities (solvency).
3. Special resolution by shareholders – Approved within the
previous 2 years for that specific type of assistance.
4. Terms must be fair and reasonable to the company.
If these are not complied with, the assistance is unlawful.
3. Partnership vs Company (10 marks)
Aspect Partnership Company
Separate juristic
Legal No separate legal personality – person from its
personality partners are the business. shareholders
(s19).
Liability Unlimited personal liability for Limited liability –
debts. shareholders
generally risk
