MRL2601
02ASSIGNMENT
SOLUTIONS
SEMESTER 2 2022
, 1.1 A public company (‘Ltd’), a state-owned company (‘SOC Ltd’), a personal liability
company (‘Inc’ or ‘Incorporated’), a private company (‘(Pty) Ltd’), and a non-profit
company (‘NPC’).
1.2 The Memorandum of Incorporation (MOI) is a document which sets out the
rights, duties and responsibilities of shareholders, directors, and other people
involved within the company. Provisions within the MOI are allowed to be
amended from time to time, however only certain parts of the MOI may be
amended as section 15(2)(c) prohibits the amendment of certain provisions.
To make the desired amendment a CoR 15.2 form must be filed with a copy of
the amended MOI, or a copy of the special resolution if required by the terms of
the company’s MOI. If the company existed before the Companies Act came into
effect, and the amendment is to align in order to be compliant with the
Companies Act, a filing fee will be required.
If the amendment has resulted in a profit company no longer meeting the
requirements for that category of a profit company, they will have to amend their
name and the ending expression to reflect the new category that they now fall
under. If an amendment made to the MOI of a personal liability company causes
the company to fall into a new category, the company must give a minimum of
ten days notice prior to the filing of the notice to amendment to any professional
or industry regulatory authority that has jurisdiction over the business of the
company as well as to any person who may have relied on the personal liability
of the directors with the company and could suffer harm if that liability is
removed.
1.3 It is possible to pass a shareholders’ resolution without holding a face-to-face
meeting as a resolution may be adopted by written consent, given in person (or by
proxy, or by electronic communication, if it is submitted for consideration to the
shareholders entitled to exercise voting rights in relation to the resolution. The
shareholder has 20 business days after the resolution was submitted to them to vote
in writing in order for their vote to be counted.
Section 65(7) and (9) of the Companies Act allows for two types of resolutions to be
actioned by shareholders. An ordinary resolution requires more than 50% of the
votes exercised and a special resolution requires more than 75% of the votes
exercised, unless otherwise stated in the Memorandum of Incorporation – however
it is on condition that there must always be a minimum difference of 10% between
the high percentage required for ordinary and the lowest percentage required for
special.
1.4 This statement is incorrect even though once a company has received their
Registration Certificate it acquires its legal personality which means that the
company acquires its own rights and duties which are separate from the
shareholders or members. The company is able to enter into contracts in its own
name as well as sue and be sued. However in Section 20(9) of the Companies Act
it states that if a court finds that the incorporation of a company or any act by or use
of a company constitutes an unconscionable abuse of its juristic personality, the
court may declare that the company will be deemed not a juristic person in respect
of rights, liablities nd obligations relating to the abuse.
This study source was downloaded by 100000821973759 from CourseHero.com on 10-20-2022 02:23:20 GMT -05:00 2
https://www.coursehero.com/file/163340331/MRL2601-Exampdf/
02ASSIGNMENT
SOLUTIONS
SEMESTER 2 2022
, 1.1 A public company (‘Ltd’), a state-owned company (‘SOC Ltd’), a personal liability
company (‘Inc’ or ‘Incorporated’), a private company (‘(Pty) Ltd’), and a non-profit
company (‘NPC’).
1.2 The Memorandum of Incorporation (MOI) is a document which sets out the
rights, duties and responsibilities of shareholders, directors, and other people
involved within the company. Provisions within the MOI are allowed to be
amended from time to time, however only certain parts of the MOI may be
amended as section 15(2)(c) prohibits the amendment of certain provisions.
To make the desired amendment a CoR 15.2 form must be filed with a copy of
the amended MOI, or a copy of the special resolution if required by the terms of
the company’s MOI. If the company existed before the Companies Act came into
effect, and the amendment is to align in order to be compliant with the
Companies Act, a filing fee will be required.
If the amendment has resulted in a profit company no longer meeting the
requirements for that category of a profit company, they will have to amend their
name and the ending expression to reflect the new category that they now fall
under. If an amendment made to the MOI of a personal liability company causes
the company to fall into a new category, the company must give a minimum of
ten days notice prior to the filing of the notice to amendment to any professional
or industry regulatory authority that has jurisdiction over the business of the
company as well as to any person who may have relied on the personal liability
of the directors with the company and could suffer harm if that liability is
removed.
1.3 It is possible to pass a shareholders’ resolution without holding a face-to-face
meeting as a resolution may be adopted by written consent, given in person (or by
proxy, or by electronic communication, if it is submitted for consideration to the
shareholders entitled to exercise voting rights in relation to the resolution. The
shareholder has 20 business days after the resolution was submitted to them to vote
in writing in order for their vote to be counted.
Section 65(7) and (9) of the Companies Act allows for two types of resolutions to be
actioned by shareholders. An ordinary resolution requires more than 50% of the
votes exercised and a special resolution requires more than 75% of the votes
exercised, unless otherwise stated in the Memorandum of Incorporation – however
it is on condition that there must always be a minimum difference of 10% between
the high percentage required for ordinary and the lowest percentage required for
special.
1.4 This statement is incorrect even though once a company has received their
Registration Certificate it acquires its legal personality which means that the
company acquires its own rights and duties which are separate from the
shareholders or members. The company is able to enter into contracts in its own
name as well as sue and be sued. However in Section 20(9) of the Companies Act
it states that if a court finds that the incorporation of a company or any act by or use
of a company constitutes an unconscionable abuse of its juristic personality, the
court may declare that the company will be deemed not a juristic person in respect
of rights, liablities nd obligations relating to the abuse.
This study source was downloaded by 100000821973759 from CourseHero.com on 10-20-2022 02:23:20 GMT -05:00 2
https://www.coursehero.com/file/163340331/MRL2601-Exampdf/
