Lml4806 assignment 2 (complete answers) semester 2 2025 – due september
2025; 100% correct and trusted solutions
Types and Forms of Companies - -1. Profit Company
2. Non - profit company
-Profit companies 4 tipes - -1. Sate owned
- schedule 2/3 of PFMA
-Municipality
- National government business
2. Public
- can sell shares to public & freely transferable
-Can be listed on JSE
3. Personal
- Professional association e.g Attorneys
- Directer jointly and severely liable
4. Private
- Cant sell shares to public MOI forbids it.
- Not freely transferable
- Fudtrust matter.
-Section 66: Board, directors and prescribed officers - -- S 66(1): business of a company must be
managed by or under direction of its board
- directors have a duty to manage the company but shareholders retain control over the directors by their
power to appoint and remove directors
- before certain transactions can take place, such transactions must be approved by shareholders, either by
way of special or ordinary resolution
- a company's own MOI can restrict the powers of directors or others to act i.r.o a particular matter
- MOI can provide that certain transactions have to be pre-approved by shareholders
- shareholder: holder of share issued by a company and who is entered as such in the certificated or
uncertificated securities register of the company
- for purposes of part F of Ch 2 person who is entitled to exercise any voting rights in relation to a
company, irrespective of the form, title or nature of the securities to which those voting rights are attached
- share: one of the units into which the proprietary interest in a profit company is divided
- shareholders meeting: meeting of those holders of a company's issued securities who are entitled to
exercise voting rights in relation to that matter
-Important principles - -- meeting must be properly called and convened
- properly convened if the prescribed notice for convening the meeting was given by authorised
- notice must be given to all persons who are entitled
- meeting must be convened for a time, date and place that is accessible to shareholders
- meeting may only commence if a quorum is present
- quorum is minimum number of members who have to be present at meeting before it can begin
-Record date S 59 - -S 59. Record date for determining shareholder rights
- record date: NB because it's the date that determines shareholder rights, e.g. right to vote at meeting
- board of directors may set a record date for determining which shareholders are entitled to:
o receive notice of shareholders' meeting
, o participate in and vote at a shareholders' meeting
o decide any matter by written consent or electronic communication
- record date may not be earlier than date on which it is determined or more than 10 business days before
date on which event or action is scheduled to occur
- must be published to shareholders in manner that satisfies requirements
- where board doesn't determine record date, unless the MOI or rules of company provide otherwise,
record date is:
o in case of a meeting, latest date by which company is required to give shareholders notice of that
meeting; or
o date of action or event
-Calling of a shareholders meeting
S 61. Shareholders Meeting - -S 61. Shareholders Meeting
- board of directors, or any other person specified in the company's MOI or rules, may call a shareholders'
meeting at any time
- A shareholders' meeting must be called in the following circumstances:
o at any time that the board is required to convene a meeting and to refer a matter to decision by
shareholders as provided for in the Companies Act or by the MOIT
o when a meeting is demanded by shareholders, provided that the demand is signed by the holders of at
least 10 % of the voting rights (company's MOI may specify a lower percentage
-Notice of meetings
Section 62 and 63(3) - -- must be in writing & include date, time and place & include record date if set
- explain the general purpose of the meeting and any other specific purposes
- public company or non-profit company that has voting members notice should be given 15 business
days before date of meeting
- for any other company, notice must be sent 10 business days before date of meeting
- provisions of MOI may prescribe longer minimum notice
- a copy of any proposed resolution which is to be considered at the meeting, must accompany the notice
- should indicate the % voting rights required for the resolution to be adopted
- notice convening annual general meeting of a company must contain a summary of the financial
statements that will be tabled at the meeting
- should also explain the procedure that a shareholder can follow to obtain a complete copy of the annual
financial statements for the preceding financial year
- notice convening a meeting must contain a prominent statement that a shareholder is entitled to appoint
a proxy to attend, participate in, and vote at the meeting
- notice should indicate that meeting participants will be required to provide satisfactory proof of identity
at the meeting
- where company has failed to give notice or if there has been a defect in giving of the notice may proceed
if persons entitled to vote are present at the meeting, acknowledge actual receipt of notice and agree to
waive notice or ratify defective notice
- if material defect relates only to one or more particular matters, any such matter may be taken off the
agenda and notice will remain valid for remaining matters
- shareholder who is present at a meeting is deemed to have received or waived notice of the meeting
-Postponement and adjournment of meetings
Section 64(4)-(13) - -- meeting may be postponed or adjourned for a week under following conditions:
o within 1 hr after appointed time, quorum is not present
o when quorum not present at postponed or adjourned meeting, members present in person or by proxy
will be deemed to constitute quorum and
2025; 100% correct and trusted solutions
Types and Forms of Companies - -1. Profit Company
2. Non - profit company
-Profit companies 4 tipes - -1. Sate owned
- schedule 2/3 of PFMA
-Municipality
- National government business
2. Public
- can sell shares to public & freely transferable
-Can be listed on JSE
3. Personal
- Professional association e.g Attorneys
- Directer jointly and severely liable
4. Private
- Cant sell shares to public MOI forbids it.
- Not freely transferable
- Fudtrust matter.
-Section 66: Board, directors and prescribed officers - -- S 66(1): business of a company must be
managed by or under direction of its board
- directors have a duty to manage the company but shareholders retain control over the directors by their
power to appoint and remove directors
- before certain transactions can take place, such transactions must be approved by shareholders, either by
way of special or ordinary resolution
- a company's own MOI can restrict the powers of directors or others to act i.r.o a particular matter
- MOI can provide that certain transactions have to be pre-approved by shareholders
- shareholder: holder of share issued by a company and who is entered as such in the certificated or
uncertificated securities register of the company
- for purposes of part F of Ch 2 person who is entitled to exercise any voting rights in relation to a
company, irrespective of the form, title or nature of the securities to which those voting rights are attached
- share: one of the units into which the proprietary interest in a profit company is divided
- shareholders meeting: meeting of those holders of a company's issued securities who are entitled to
exercise voting rights in relation to that matter
-Important principles - -- meeting must be properly called and convened
- properly convened if the prescribed notice for convening the meeting was given by authorised
- notice must be given to all persons who are entitled
- meeting must be convened for a time, date and place that is accessible to shareholders
- meeting may only commence if a quorum is present
- quorum is minimum number of members who have to be present at meeting before it can begin
-Record date S 59 - -S 59. Record date for determining shareholder rights
- record date: NB because it's the date that determines shareholder rights, e.g. right to vote at meeting
- board of directors may set a record date for determining which shareholders are entitled to:
o receive notice of shareholders' meeting
, o participate in and vote at a shareholders' meeting
o decide any matter by written consent or electronic communication
- record date may not be earlier than date on which it is determined or more than 10 business days before
date on which event or action is scheduled to occur
- must be published to shareholders in manner that satisfies requirements
- where board doesn't determine record date, unless the MOI or rules of company provide otherwise,
record date is:
o in case of a meeting, latest date by which company is required to give shareholders notice of that
meeting; or
o date of action or event
-Calling of a shareholders meeting
S 61. Shareholders Meeting - -S 61. Shareholders Meeting
- board of directors, or any other person specified in the company's MOI or rules, may call a shareholders'
meeting at any time
- A shareholders' meeting must be called in the following circumstances:
o at any time that the board is required to convene a meeting and to refer a matter to decision by
shareholders as provided for in the Companies Act or by the MOIT
o when a meeting is demanded by shareholders, provided that the demand is signed by the holders of at
least 10 % of the voting rights (company's MOI may specify a lower percentage
-Notice of meetings
Section 62 and 63(3) - -- must be in writing & include date, time and place & include record date if set
- explain the general purpose of the meeting and any other specific purposes
- public company or non-profit company that has voting members notice should be given 15 business
days before date of meeting
- for any other company, notice must be sent 10 business days before date of meeting
- provisions of MOI may prescribe longer minimum notice
- a copy of any proposed resolution which is to be considered at the meeting, must accompany the notice
- should indicate the % voting rights required for the resolution to be adopted
- notice convening annual general meeting of a company must contain a summary of the financial
statements that will be tabled at the meeting
- should also explain the procedure that a shareholder can follow to obtain a complete copy of the annual
financial statements for the preceding financial year
- notice convening a meeting must contain a prominent statement that a shareholder is entitled to appoint
a proxy to attend, participate in, and vote at the meeting
- notice should indicate that meeting participants will be required to provide satisfactory proof of identity
at the meeting
- where company has failed to give notice or if there has been a defect in giving of the notice may proceed
if persons entitled to vote are present at the meeting, acknowledge actual receipt of notice and agree to
waive notice or ratify defective notice
- if material defect relates only to one or more particular matters, any such matter may be taken off the
agenda and notice will remain valid for remaining matters
- shareholder who is present at a meeting is deemed to have received or waived notice of the meeting
-Postponement and adjournment of meetings
Section 64(4)-(13) - -- meeting may be postponed or adjourned for a week under following conditions:
o within 1 hr after appointed time, quorum is not present
o when quorum not present at postponed or adjourned meeting, members present in person or by proxy
will be deemed to constitute quorum and
