ASSIGNMENT 1
SEMESTER 2 2026
UNIQUE NO. 256940
DUE DATE: 18 AUGUST 2026
, Company Law - LML4806
ASSIGNMENT 1 2026
Question 1.1
Advise Mbeu Wealth (Pty) Ltd on the prospects of success in asking the court to
order that both the calling and convening of the shareholders' meeting of 15 May
2026 were irregular and invalid. (14 Marks)
Mbeu Wealth (Pty) Ltd has strong prospects of success in asking a court to declare that
the shareholders' meeting of 15 May 2026 was irregular and invalid because several
mandatory provisions of the Companies Act 71 of 2008 were not complied with.
(a) The meeting was not properly authorised
The Memorandum of Incorporation (MOI) of Spartacus Ltd expressly provides that only
the board of directors has the authority to call a shareholders' meeting. Section 61 of
the Companies Act further recognises that the board is responsible for convening
shareholders' meetings.
In this case, Pamela alone issued the notice of the shareholders' meeting. Although she
was the chairperson of the board, there was no board meeting and no board
resolution authorising her to convene the meeting. A chairperson has no independent
authority to exercise powers that belong collectively to the board unless such authority
has been delegated.
Since the board never resolved to call the meeting, Pamela acted outside her powers.
Consequently, the meeting was improperly called and therefore procedurally defective.