, 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).
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).
