MRL2601 EXAM GUIDELINES
OCT/NOV 2023
QUESTION 1
1.1 According to the Companies Act 71 of 2008, a pre-incorporation contract is one
that is entered into before the incorporation of the company by a person who
purports to act in the name of or on behalf of the company with the intention that the
company will be incorporated and thereafter be bound by the agreement. In order to
conclude a valid and binding contract on behalf of the proposed company before its
incorporation, Samson must ensure that the contract is in writing. The contract must
also be signed by both parties and must contain all material terms and conditions of
the agreement. Furthermore, Samson must ensure that he has been authorized by
Beauty and Phineas to act on behalf of the proposed company.
1.2 In order to incorporate Bayview (Pty) Ltd, Nonhlanhla and Petrus must follow
these steps:
Reserve a name for the company with the Companies and Intellectual
Property Commission (CIPC).
Draft a Memorandum of Incorporation (MOI) which sets out the rights, duties,
and responsibilities of shareholders, directors, and others associated with the
company.
Complete and submit Form CoR14.1 to register the company with CIPC.
Pay the prescribed fee for registration.
Obtain a certificate of incorporation from CIPC.
1.3 Before dividends may be declared and paid, Everite Ltd must ensure that it
meets all solvency and liquidity requirements as set out in section 4 of the
Companies Act 71 of 2008. The board of directors must also consider whether it
would be in the best interests of Everite Ltd to declare dividends at this time. If
dividends are declared, they must be paid out of profits available for distribution. The
board must also ensure that all shareholders are treated equally in terms of dividend
payments.
1.4 In terms of section 61(7) of the Companies Act 71 of 2008, Woodin Ltd must
discuss at its annual general meeting:
The presentation of its annual financial statements.
The appointment or reappointment of directors.
The appointment or reappointment of an auditor.
The remuneration of directors and prescribed officers.
Any other business that may properly be dealt with at an annual general
meeting.
1.5 According to section 90(2) of the Companies Act 71 of 2008, a person is
disqualified from being an auditor if they are:
A director or employee of the company.
A director or employee of an affiliated company.
OCT/NOV 2023
QUESTION 1
1.1 According to the Companies Act 71 of 2008, a pre-incorporation contract is one
that is entered into before the incorporation of the company by a person who
purports to act in the name of or on behalf of the company with the intention that the
company will be incorporated and thereafter be bound by the agreement. In order to
conclude a valid and binding contract on behalf of the proposed company before its
incorporation, Samson must ensure that the contract is in writing. The contract must
also be signed by both parties and must contain all material terms and conditions of
the agreement. Furthermore, Samson must ensure that he has been authorized by
Beauty and Phineas to act on behalf of the proposed company.
1.2 In order to incorporate Bayview (Pty) Ltd, Nonhlanhla and Petrus must follow
these steps:
Reserve a name for the company with the Companies and Intellectual
Property Commission (CIPC).
Draft a Memorandum of Incorporation (MOI) which sets out the rights, duties,
and responsibilities of shareholders, directors, and others associated with the
company.
Complete and submit Form CoR14.1 to register the company with CIPC.
Pay the prescribed fee for registration.
Obtain a certificate of incorporation from CIPC.
1.3 Before dividends may be declared and paid, Everite Ltd must ensure that it
meets all solvency and liquidity requirements as set out in section 4 of the
Companies Act 71 of 2008. The board of directors must also consider whether it
would be in the best interests of Everite Ltd to declare dividends at this time. If
dividends are declared, they must be paid out of profits available for distribution. The
board must also ensure that all shareholders are treated equally in terms of dividend
payments.
1.4 In terms of section 61(7) of the Companies Act 71 of 2008, Woodin Ltd must
discuss at its annual general meeting:
The presentation of its annual financial statements.
The appointment or reappointment of directors.
The appointment or reappointment of an auditor.
The remuneration of directors and prescribed officers.
Any other business that may properly be dealt with at an annual general
meeting.
1.5 According to section 90(2) of the Companies Act 71 of 2008, a person is
disqualified from being an auditor if they are:
A director or employee of the company.
A director or employee of an affiliated company.
