PVL 1501 LAW OF PERSONS EXAM PRACTICE
QUESTIONS 20226
Original
On 1 June 2021 the board of the company concluded a contract
with Exotic Game (Pty) Ltd in terms of which it purchased a herd
of buffalo at a price of R10 million. The purchase price for the
buffalo was payable on 1 July 2021, after which Exotic Game
(Pty) Ltd would have delivered the buffalo on 1 August 2021. On
15 July 2021 the company wrote a letter to Exotic Game (Pty) Ltd
stating that the company was not bound to the contract as the
contract falls beyond the scope of the company’s business as
described in its MOI. With reference to the Companies Act 71 of
2008 answer the following the questions.
Advise whether the company’s shareholders may have any claims
against the directors of the company as a result of the
transaction. (5)
S20(6) - Shareholders have a claim for damages (1)
against each person who (1)
intentionally, fraudulently or due to gross negligence (1)
did anything inconsistent with
the Act or the MOI (1)
Shareholders will have a claim for damages against the directors
of the company (1)
Legal principles in Hlumisa Investment Holdings (RF) Ltd v
Kirkinis 2020 (5) SA 419 (SCA) (1)
Jack wants to incorporate a private company and asks you to
draft the memorandum of incorporation for the prospective
company. State the two essential statutory requirements that the
memorandum of incorporation must comply with for the company
to constitute a private company (2)
Prohibition against the offering of securities to the public (1)
Restrict the transfer of securities (1)
, The memorandum of incorporation of Hatfield Estates
Homeowners Association NPC provides that a member is only
allowed to keep one dog on each property owned by that
member. There is a need to change the memorandum of
incorporation to read that a member is allowed to keep one dog
and one cat on each property owned by that member.
Who may propose the amendment to the memorandum of
incorporation in terms of the Companies Act 71 of 2008? (2)
The Board (1) (or 10% of the holders of voting shares) (1) can
propose a resolution to amend the MOI.
The memorandum of incorporation of Hatfield Estates
Homeowners Association NPC provides that a member is only
allowed to keep one dog on each property owned by that
member. There is a need to change the memorandum of
incorporation to read that a member is allowed to keep one dog
and one cat on each property owned by that member.
What type of resolution is required to amend the memorandum of
incorporation of Hatfield Estates Homeowners Association NPC
and who must take this resolution? (2)
A special resolution of 75% is required (1), taken by the
members. (1)
The amendment must be by formal or informal special resolution
(unless the amendment to the name is by court order, in which
case a board resolution would suffice).
John wants to incorporate World Travel (RF) (Pty) Ltd and asks
you to draft the memorandum of incorporation for the prospective
company. Explain when a company will be regarded as a 'RF'
company. (2)
s 15(2)(b) = MOI contains restrictive condition + additional
requirements apply for the amendment of such condition (1)
s 15(2)(c) = MOI contains a prohibition against the amendment of
any particular provision of the MOI. (1)
QUESTIONS 20226
Original
On 1 June 2021 the board of the company concluded a contract
with Exotic Game (Pty) Ltd in terms of which it purchased a herd
of buffalo at a price of R10 million. The purchase price for the
buffalo was payable on 1 July 2021, after which Exotic Game
(Pty) Ltd would have delivered the buffalo on 1 August 2021. On
15 July 2021 the company wrote a letter to Exotic Game (Pty) Ltd
stating that the company was not bound to the contract as the
contract falls beyond the scope of the company’s business as
described in its MOI. With reference to the Companies Act 71 of
2008 answer the following the questions.
Advise whether the company’s shareholders may have any claims
against the directors of the company as a result of the
transaction. (5)
S20(6) - Shareholders have a claim for damages (1)
against each person who (1)
intentionally, fraudulently or due to gross negligence (1)
did anything inconsistent with
the Act or the MOI (1)
Shareholders will have a claim for damages against the directors
of the company (1)
Legal principles in Hlumisa Investment Holdings (RF) Ltd v
Kirkinis 2020 (5) SA 419 (SCA) (1)
Jack wants to incorporate a private company and asks you to
draft the memorandum of incorporation for the prospective
company. State the two essential statutory requirements that the
memorandum of incorporation must comply with for the company
to constitute a private company (2)
Prohibition against the offering of securities to the public (1)
Restrict the transfer of securities (1)
, The memorandum of incorporation of Hatfield Estates
Homeowners Association NPC provides that a member is only
allowed to keep one dog on each property owned by that
member. There is a need to change the memorandum of
incorporation to read that a member is allowed to keep one dog
and one cat on each property owned by that member.
Who may propose the amendment to the memorandum of
incorporation in terms of the Companies Act 71 of 2008? (2)
The Board (1) (or 10% of the holders of voting shares) (1) can
propose a resolution to amend the MOI.
The memorandum of incorporation of Hatfield Estates
Homeowners Association NPC provides that a member is only
allowed to keep one dog on each property owned by that
member. There is a need to change the memorandum of
incorporation to read that a member is allowed to keep one dog
and one cat on each property owned by that member.
What type of resolution is required to amend the memorandum of
incorporation of Hatfield Estates Homeowners Association NPC
and who must take this resolution? (2)
A special resolution of 75% is required (1), taken by the
members. (1)
The amendment must be by formal or informal special resolution
(unless the amendment to the name is by court order, in which
case a board resolution would suffice).
John wants to incorporate World Travel (RF) (Pty) Ltd and asks
you to draft the memorandum of incorporation for the prospective
company. Explain when a company will be regarded as a 'RF'
company. (2)
s 15(2)(b) = MOI contains restrictive condition + additional
requirements apply for the amendment of such condition (1)
s 15(2)(c) = MOI contains a prohibition against the amendment of
any particular provision of the MOI. (1)
