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Companies Act Ch 2: Formation, Administration and Dissolution of Companies…

- - - - Directors resolution
        
        Note: Consider solvency & liquidity test & Acquire within 120 days of resolution
      - Existing legal obligation/court order
    - - All subsidiaries in aggregate may not hold more than 10% of the issued number of shares of a class of shares
      - No voting rights
      - Must be shares to issue left
  - - - Company must keep a share register for issued securities:
        
        Certified – details of the shareholders
        
        Uncertified – total number of issued shares
    - - Certified
        
        There has to be a share certificate issued
      - Uncertified
        
        No share certificate and share records maintained by central securities depository
- - - - give or withhold written consent on behalf of the shareholder to a decision.
      - participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder; or
    - - must be in writing, dated and signed by the shareholder; and remains valid for one year after the date on which it was signed; or any longer or shorter period.
  - - - Who can participate in meeting
      - Who can vote in meeting
      - Who is entitled to receive notice of meeting
      - Not more than 10 business days before the date of the event.
  - - - Statement describing the results of voting to all shareholders within 10 business days of adopting it.
    - - At shareholders meeting
      - In writing within 20 business days after resolution was submitted
  - - - Within 18 months of incorporation
      - Thereafter within 15 month of previous AGM
    - - Appointment of:
        
        Auditors
        
        Audit committee
      - Presentation of:
        
        Directors report
        
        Audited FS
        
        Audit committee report
      - Election of directors
      - Matters raised by shareholders
      - Meeting of public companies must be accessible for electronic participation
      - Board may determine location of meeting (MOI can provide otherwise)
    - - Board:
        
        Annually at AGM
        
        Requested by holders of at least 10% of voting rights or
      - Persons specified in MOI
      - Company can apply to court to set aside a request to call a meeting.
  - - - No quorum present
        
        Adjourned for week
      - Postponed without motion, vote or further notice, for one week
  - - - 75% voting rights to be exercised (MOI can lower %)
    - - 50 % voting rights to be exercised (MOI can increase % but not for directors removal)
- - - - Authority to exercise all the powers and perform any function of the company
      - Responsible to manage and supervise business and affairs of company
    - - Private and Personal liability company: 1
      - Public company and NPC: 3
      - MOI may specify a higher number
  - - - Board committee members
      - Prescribed officers
      - Audit committee members
      - Alternate directors
    - - An unrehabilitated insolvent
      - Person convicted & imprisoned without a fine/fined for more than the prescribed amount for:
        Theft/frogery/perjury/fraud/misrepresentation and dishonesty in management of company
      - Prohibited by court/under probation
      - Prohibited by any public regulation
      - Removed from office of trust due to misconduct & dishonesty
  - - - Election at next AGM
        
        No AGM vacancy filled within 6 months at shareholders’ meeting or by poll
      - File notice within 10 business days after person became director or ceases to be a director
      - By new appointment
  - - - Director/Person who appointed the director may apply to court to review decision
      - Any director who voted otherwise may apply to the court to review the decision
      - Board resolution can remove the director
    - - Director must be given a reasonable opportunity to make a presentation at the meeting before resolution is put to a vote
      - Notice of the meeting must be send to the director
        
        Including a copy of the proposed resolution
        
        Statement setting out reasons for resolution
  - - - Conducted electronically or participate electronically
      - Minutes
    - - Director (at any point of time)
  - - - Disclose any material information
      - Disclose observations or pertinent insight i.t.o the matter
        
        Personal financial interest in matter considered at board meeting:
        
        Forms part of quorum to consider if sufficient directors are present
        
        Not considered present to consider if resolution has sufficient support to be adopted
        
        May not take part in voting on the matter
        
        Must not execute any documents on behalf of the board on the matter (unless requested by the board)
      - Disclose the interest (nature)
      - Must leave meeting after disclosure was made
    - - Decision/transaction/agreement in which director has a interest is valid if:
        
        Approved by board (after disclosure) or
        
        Ratified by the shareholders
      - Court may declare transaction valid despite failure to disclose interest
      - If interest required after matter decided on
        
        Disclose nature and extent to board
      - Company only has one director - who has an interest on a matter
        
        Matter approved by shareholders
  - - - Communicate info that comes to their attention to the board as soon as possible
      - Not knowingly cause harm to company or subsidiary
      - Not use their position/info obtained to gain advantage for him/herself or another person other than the company/wholly-owned subsidiary
    - - In the best interest of the company
      - With required care, skills and experience
      - In good faith
    - - Has no personal financial interest in the matter/disclosed the interest
      - Made/supported a decision on a rational basis
      - If they have taken reasonable diligent steps to become informed about matter
  - - - Breach of fiduciary duties
      - Delict for loss or damage or cost sustained by the company
    - - Carrying on business recklessly or under insolvent conditions
      - Being part of a act of omission intended to defraud creditors or employees or shareholders for fraudulent purposes
      - Acting in the name of the company without authority
      - Signing or approving the publication of FS that is false or misleading in material respect or prospectus with untrue statements
      - Present at meeting and fail to vote against:
    - - In terms of the Company Act
      - In accordance with common law
    - - Granting options for unauthorised shares
      - Loans to directors without special resolution
      - Issuing of shares to directors without special resolution
      - Approving distribution when Solvency & Liquidity test not met
      - Issuing of unauthorised shares
      - Acquiring of company shares when Solvency & Liquidity test not met
      - Allotment of shares contrarily to stated requirements
  - - - by the company
      - voluntary winding-up initiated
      - by the company’s creditors, as determined by the resolution of the company; or
      - winding-up and liquidation by court order,