⋆ § ⋆
MRL2601: ENTREPRENEURIAL LAW
Exam Revision Guide — May/June 2023 & 2024/2025
⋆ ⋄ ⋆ ⋄ ⋆ ⋄ ⋆ ⋄ ⋆
Company Law · Close Corporations · Corporate Governance
Exam Revision Guide
MRL2601
Module Code:
Entrepreneurial Law
Module Name:
May/June 2023 & May/June 2024 (with 2025 scope)
Papers Covered:
College of Law, UNISA
Faculty:
80 marks per paper
Total Marks:
4 hours (open-book)
Duration:
Note: The May/June 2025 exam covers only Companies Act 71 of 2008 and Close
Corporations Act 69 of 1984. Trusts and Partnerships are NOT tested in the 2025
May/June exam.
Exam Revision Notes | MRL2601 | 2023–2025
,MRL2601 | Entrepreneurial Law – Exam Revision May/June 2023 & 2024/2025
PART A: MAY/JUNE 2023 EXAMINATION
80 Marks · 4 Questions · Open Book
Key Concept
Exam Scenario (2023): Lesedi and Simphiwe registered Furnmax (Pty) Ltd, a
company that sells office equipment. The MOI states the board of directors (Lesedi,
Simphiwe, Carol and Precious) may appoint a managing director to contract on the
company’s behalf. The board never formally made such appointment. Despite this,
Lesedi contracted with Office Supplies Ltd on two prior occasions with the full
knowledge of the other directors. On the third occasion, Furnmax denied liability on
the basis that Lesedi was never formally appointed. Furnmax is later wound up but
the liquidator discovers unpaid debts. Sub-scenarios also involve company registration,
types of companies, shareholder rights, and close corporation issues.
Page 2 of 30
, MRL2601 | Entrepreneurial Law – Exam Revision May/June 2023 & 2024/2025
Question 1 (May/June 2023) [20 marks]
1.1 [1 mark each = 10 marks]
Question: Define or briefly explain the following concepts: (1) Piercing the corporate
veil; (2) Founding statement; (3) Public company; (4) Doctrine of estoppel; (5) Deben-
ture; (6) Quorum; (7) Ex officio director; (8) Association agreement; (9) Transformative
constitutionalism; (10) Pre-incorporation contract. (10)
Answer:
1. Piercing the corporate veil: The judicial remedy by which a court disregards the
separate legal personality of a company and holds its members/directors personally
liable for the company’s debts or obligations, typically where the corporate form is
abused to perpetrate fraud or injustice.
2. Founding statement: The registration document filed with the Companies and In-
tellectual Property Commission (CIPC) to incorporate a close corporation under the
Close Corporations Act 69 of 1984. It contains particulars of members, the name,
and the nature of the business.
3. Public company: A company whose shares are offered to the public and traded
on a stock exchange. It must have at least three directors, must appoint an audi-
tor, and its name ends with “Ltd”. It is subject to the most stringent regulatory
requirements under the Companies Act 71 of 2008.
4. Doctrine of estoppel: A common-law principle that prevents a party from deny-
ing a representation it made (or allowed to be made) where another party has relied
on that representation to their detriment. In company law, it can bind a company to
a contract made by an unauthorised agent if the company created the impression of
authority.
5. Debenture: A document issued by a company acknowledging a long-term debt
owed to the holder, typically bearing a fixed rate of interest. Debenture holders are
creditors, not owners, of the company.
6. Quorum: The minimum number of members or directors required to be present at
a meeting before it can validly transact business. A meeting conducted without a
quorum is generally invalid.
Page 3 of 30
MRL2601: ENTREPRENEURIAL LAW
Exam Revision Guide — May/June 2023 & 2024/2025
⋆ ⋄ ⋆ ⋄ ⋆ ⋄ ⋆ ⋄ ⋆
Company Law · Close Corporations · Corporate Governance
Exam Revision Guide
MRL2601
Module Code:
Entrepreneurial Law
Module Name:
May/June 2023 & May/June 2024 (with 2025 scope)
Papers Covered:
College of Law, UNISA
Faculty:
80 marks per paper
Total Marks:
4 hours (open-book)
Duration:
Note: The May/June 2025 exam covers only Companies Act 71 of 2008 and Close
Corporations Act 69 of 1984. Trusts and Partnerships are NOT tested in the 2025
May/June exam.
Exam Revision Notes | MRL2601 | 2023–2025
,MRL2601 | Entrepreneurial Law – Exam Revision May/June 2023 & 2024/2025
PART A: MAY/JUNE 2023 EXAMINATION
80 Marks · 4 Questions · Open Book
Key Concept
Exam Scenario (2023): Lesedi and Simphiwe registered Furnmax (Pty) Ltd, a
company that sells office equipment. The MOI states the board of directors (Lesedi,
Simphiwe, Carol and Precious) may appoint a managing director to contract on the
company’s behalf. The board never formally made such appointment. Despite this,
Lesedi contracted with Office Supplies Ltd on two prior occasions with the full
knowledge of the other directors. On the third occasion, Furnmax denied liability on
the basis that Lesedi was never formally appointed. Furnmax is later wound up but
the liquidator discovers unpaid debts. Sub-scenarios also involve company registration,
types of companies, shareholder rights, and close corporation issues.
Page 2 of 30
, MRL2601 | Entrepreneurial Law – Exam Revision May/June 2023 & 2024/2025
Question 1 (May/June 2023) [20 marks]
1.1 [1 mark each = 10 marks]
Question: Define or briefly explain the following concepts: (1) Piercing the corporate
veil; (2) Founding statement; (3) Public company; (4) Doctrine of estoppel; (5) Deben-
ture; (6) Quorum; (7) Ex officio director; (8) Association agreement; (9) Transformative
constitutionalism; (10) Pre-incorporation contract. (10)
Answer:
1. Piercing the corporate veil: The judicial remedy by which a court disregards the
separate legal personality of a company and holds its members/directors personally
liable for the company’s debts or obligations, typically where the corporate form is
abused to perpetrate fraud or injustice.
2. Founding statement: The registration document filed with the Companies and In-
tellectual Property Commission (CIPC) to incorporate a close corporation under the
Close Corporations Act 69 of 1984. It contains particulars of members, the name,
and the nature of the business.
3. Public company: A company whose shares are offered to the public and traded
on a stock exchange. It must have at least three directors, must appoint an audi-
tor, and its name ends with “Ltd”. It is subject to the most stringent regulatory
requirements under the Companies Act 71 of 2008.
4. Doctrine of estoppel: A common-law principle that prevents a party from deny-
ing a representation it made (or allowed to be made) where another party has relied
on that representation to their detriment. In company law, it can bind a company to
a contract made by an unauthorised agent if the company created the impression of
authority.
5. Debenture: A document issued by a company acknowledging a long-term debt
owed to the holder, typically bearing a fixed rate of interest. Debenture holders are
creditors, not owners, of the company.
6. Quorum: The minimum number of members or directors required to be present at
a meeting before it can validly transact business. A meeting conducted without a
quorum is generally invalid.
Page 3 of 30
