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CLP512S - Company Law - 1st Opp - Nov 2025 |
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nAmlBIA unlVERSITY
OF SCIEnCE Ano TECHnOLOGY
FACULTY OF COMMERCE, HUMAN SCIENCES AND EDUCATION
DEPARTMENT OF SOCIAL SCIENCES
QUALIFICATION: BACHELOR OF ACCOUNTING
QUALIFICATION CODE: 07BGAC;
07BCAC
LEVEL: 5
COURSE CODE: CLP512S
COURSE NAME: COMPANY LAW
SESSION: OCTOBER 2025
PAPER: THEORY AND CASE STUDIES
DURATION: 3 HOURS
MARKS: 100
FIRST OPPORTUNITY EXAMINATION
EXAMINER(S} Mariette Hanekom; Kirby Claassen
MODERATOR Emmy Wabomba
INSTRUCTIONS
1. The paper has 6 main questions.
2. ALL the questions are compulsory.
3. Read carefully before answering.
4. Number the answers clearly and according to the structure in the examination question
paper.
5. Use full sentences and proper paragraphs when answering questions. The inappropriate
use of bullet-points will be penalised, as will poor spelling and grammar and illegible
handwriting.
ANNEXURE
Selected Extracts: Companies Act 28 / 2004
(6 pages)
PERMISSIBLE MATERIAL
Calculator
THIS EXAMINATION PAPER CONSISTS OF 7 PAGES
(Including this front page, excluding Annexures)
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QUESTION 1
Choose the correct answer from the given options in each of the following questions. Only
write down the correct letter next to the corresponding question number. USE BLOCK
CAPITAL LETTERS.
1.1 A company auditor must inform the following parties in writing of his resignation
during his period of office:
A. The shareholders and the directors
B. The directors, officers and employees of the company
C. The company and the Registrar of Companies
D. The directors, officers, employees and the Registrar of Companies
1.2 The following statement is true:
A. A non-profit association can be converted into a private company
B. A non-profit association can be converted into a Section 60(b) company
C. A Section 60(b) company can be converted into a non-profit association
D. A non-profit association can be converted into a company limited by guarantee
1.3 The minimum number of people required to incorporate a non-profit association is:
A. Two
B. Seven
C. One
D. Ten
1.4 The rationale behind certain persons being disqualified as auditors for a company is:
A. Auditors should be diligent and reliable
B. Auditors should provide checks and balances
C. Auditors should have the required skill and objectivity
D. None of the above
1.5 An auditor whose negligent reporting causes damage to others may face:
A. Civil liability
B. Criminal liability
C. Disciplinary measures
D. All of the above
1.6 The Directors of Midgard (Pty) Ltd wish to convene their annual general meeting.
The notices informing members of the meeting are hand delivered to the members
of the company on Monday, 1 November 2025. The meeting cannot be held before:
A. 17 November 2025
B. 21 November 2025
C. 23 November 2025
D. 29 November 2025
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1.7 Share capital is divided into the following types of shares:
A.
Preference shares, ordinary shares and deferred shares
B.
Participating shares and convertible shares
C.
Par value shares and no par value shares
D. Shares with voting rights and shares without voting rights
1.8 An important difference between a public company and a private company is that:
A. The quorum for a general meeting of a private company is two members
whereas the quorum for a public company is four members
B. A public company has a share capital whereas a private company does not
C. A public company need not lodge financial statements with the Registrar of
Companies
D. A public company must have at least two directors whereas a private company
need only have one
1.9 The following is not a requirement for an Incorporated Association not for Gain:
A. It must be formed for a lawful purpose
B. No dividends may be paid to its members
C. On dissolution the remaining assets will be distributed amongst the founding
members
D. Its profits and income must be applied to promote its main object
1.10 Which of the following statements is correct?
A. The principal executive officer of a company must be a director of the
company
B. Directors need not be shareholders of their companies
C. Directors may be removed only in terms of the statutorily prescribed
procedure of Section 228 of the Companies Act
D. None of the above
1.11 Holders of cumulative preference shares ...
A. Have a right to receive an annual dividend payment and can institute action
against the company if their dividend is not paid
B. Have a right to receive an annual dividend payment but cannot institute action
against the company until the dividend has been declared
C. Have the right to vote at meetings of the company
D. Can redeem their shares
1.12 The articles of a company can be changed ...
A. By the directors
B. If the amendment is permitted by the constitution
C. If the promoter of the company agrees
D. All of the above
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1.13 The Board of Directors cannot be compelled by an ordinary resolution passed by the
general meeting to act in a certain way, if they believe such acts will not be to the
benefit of the company, since they derive their mandate to manage from:
A. Class meetings
B. The Memorandum of Association
C. The Managing Director
D. The Articles of Association
1.14
Ms Hamunyela is elected as chairperson of a general meeting of a company. As the
chairperson she must maintain impartiality and will have a right to:
A. Exercise a casting vote if authorised by the articles
B. Exercise a casting vote automatically as a chairperson
C. Dissolve and prevent members voting at general meetings
D. Veto company resolutions
1.15 One ofthe important consequences of legal personality is the fact that a company is
a separate entity existing apart from its members and also the fact that the:
A. Company estate is assessed apart from the estates of the members.
B. Sequestration of the estates of members will not lead to liquidation of the
company
C. Debts of the company are the debts of the company and not those of members
D. All of the above
1.16 The issued share capital of a company is shown in its balance sheet and the amount
of issued Par Value shares is stated in the:
A. Share capital account
B. Capital redemption account
C. Share premium account
D. Stated capital account
1.17
We can describe shares as rights of action entitling their owners, amongst other
things, to:
A. Dividends every financial year
B. Profits acquired in a financial year
C. A certain portion of the company assets
D. None of the above
1.18
In terms ofthe Companies Act 28 of 2004, one of the basic types of companies that
can be formed is a:
A. Private company
B. Company with share capital
C. Company with no par value shares
D. Public company
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1.19 Stetty wishes to incorporate a company in terms of section 60(b) of the Companies
Act 28 of 2004. How many additional shareholders does he need:
A. Six
B. Seven
C. Two
D. None of the above
1.20
Choose the most correct statement:
A. Directors can remove the external auditors whenever they wish to do so
B. External auditors can only ever be removed at the Annual General Meeting of a
company
C. Shareholders can remove the external auditors whenever they wish to do so
D. In most instances external auditors can only be removed at the Annual General
Meeting of a company
{Two marks each) [40]
QUESTION 2
Briefly answer the following questions.
2.1 Why may a debenture holder who is not also a shareholder not vote at general
meetings of a company?
(2)
2.2 In each of the following instances indicate what type of director Moses is:
a) Moses is appointed as a director in Desert Conservation Ltd. He has an
employment contract with the company and is engaged in the day-to day
operations of the company.
b) Moses was elected as a director by the shareholders. However, he does not
participate in the day-to-day operations of Desert Conservation Ltd. He does
not have a separate contract of employment with the company.
c) Moses is appointed as the Chief Executive Officer but was never appointed as a
director by the shareholders at any meeting.
d) Moses was appointed by the shareholders of Desert Conservation Ltd to stand
in for Sabina, an executive director of the company while she is on maternity
leave.
(4)
2.3 What is the difference between a buy-back of shares in terms of section 89 of the
Companies Act, and the redemption of preference shares?
(6)
2.4 What are the requirements for a pre-incorporation contract to be binding on a Close
Corporation?
(3)
2.5 Name the documents that comprise the constitutive documents of a close
corporation.
(2)
2.6 Must a company always hold an Annual General Meeting?
(3)
[20]
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QUESTION 3
Na ham, one of the shareholders and directors of Pink Pansy (Pty) Ltd. wants to retire and
sell her shares in the company. The remaining shareholders do not have the funds to
acquire the shares and no suitable purchaser can be found. Can you propose a solution to
this problem? Discuss in full.
[10]
QUESTION 4
4.1 The annual general meeting of ABC (Pty) Ltd appoints Peter West as auditor of the
company. Six months later some of the members of ABC (Pty) Ltd feel that they are
not satisfied with the manner in which Peter West is performing his duties and that
they would like to remove him as auditor. Advise the members of the correct
procedure to follow.
(5)
4.2 A creditor is unable to recover a substantial debt owed to them by ABC (Pty) Ltd. The
creditor alleges that they based their decision to do business with ABC (Pty) Ltd on the
audited financial statements of the company, and that Peter West was negligent in the
preparation of these statements. They want to hold Peter West liable. List the
elements that they will need to prove in order to succeed in their claim.
(5)
[10]
QUESTION 5
5.1 The memorandum of Desert Paint (Pty) Ltd provides that the main object of the
company is the manufacture of paints for industrial and private use. The Articles of
Association of the company provide that only the Board of Directors or any director
appointed by the board is entitled to conclude contracts on behalf of the company.
The articles further provide that any contract concluded that involves the expenditure
of more than N$100 000.00 must first be authorised by the company in a general
meeting.
Mr Etuna, the Managing Director ofthe company, is authorised by the Board of
Directors to conclude a contract for the purchase of equipment that will be used in the
process of manufacturing the paint. The contract price is N$250 000.00. The contract
was concluded without the necessary authorisation of Etuna by the general meeting.
Discuss whether the company is bound by the contract concluded with Mr Etuna.
(5)
5.2 It subsequently transpires that the equipment purchased by Mr Etuna is faulty,
because he did not inspect it properly. As a result, Desert Paint (Pty) Ltd suffers
damages to the extent of N$50 000. What can the company do?
(5)
[10]
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QUESTION 6
The issued share capital of Karnelli (Pty) Ltd consists of the following shares:
• 50 class A ordinary shares with a par value of N$10 each
• 50 class B ordinary shares with a par value of N$15 each
• 50 class C preference shares with a par value of N$200 each
The shareholding of the company is as follows:
•
Annie: 10 class A shares and 10 class B shares
•
Benjamin: 5 class A shares and 5 class B shares
•
Carol: 20 class A shares and 5 class B shares
•
Dick: 20 class B shares and 20 class C shares
•
Edgar: 10 class A shares and 10 class C shares
•
Fred: 5 class C shares
• George: 5 class C shares
•
Harry: 5 class A shares, 10 class B shares and 10 class C shares
All dividends due and payable to preference shareholders have been fully paid to date.
Annie, Benjamin and Carol are the directors of the company. They intend selling the fixed
property of the company at a price that is substantially less than the market value thereof.
George and Harry are very upset when they find out about the proposed transaction, as
they are of the opinion that the sale will be detrimental to the company and will drastically
reduce the value of their shares. They feels that a general meeting should be held to discuss
the proposed sale.
Answer the following questions:
6.1 Calculate the value of the total issued share capital of the company.
(1)
6.2 Can George and Harry call a meeting in terms of Section 188 of the Companies Act 28
of 2004? Motivate your answer in full.
(4)
6.3 Notice is given of a general meeting at which a special resolution is to be proposed
that the directors should be removed from office. The meeting is attended by Annie,
Dick, George and Harry. Annie holds a proxy from Carol, who has instructed her to
vote against the resolution . George holds a proxy from Edgar, who has instructed him
to vote in favour of the resolution. At the meeting the voting takes place by means of a
poll. Annie and Dick vote against the resolution. Has the resolution been adopted?
Motivate your answer.
(5)
[10]
TOTAL MARKS: 100
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112
Act ~o. 28, 200~
Governm~m (iuzen e 30 De.:~m ber 200~
COMPANIES ACT. 2004
!-,;o.3362
(4) With the cunsc111 ,,f a majority in munbcr of_ihe members of a company
having the right to attend and ,·ute at a meeting an<l holding 111 t_hc aggregate not l~s ~tha~
95 per cent of the total votes of all those members, " r~solul1011 may!'• propose an
passed as a special resolution nl a meeting of which less than 21 days notice hus been
given .
(5) A copy of the consent rcfe1Ted to_ in subsection (4) must._ mi _the 1m:scribed
fon11, be lodged with the Registrnr tog.ether with the copy of the special 1esolu11011.
\\6) Notwithstanding subsection (I ). a resolution may. with th_e wrillen consem
of nil th~ members of the c,m1pany. be proposed and passed as a spccrnl resolu11on at a
meeting of which notice as contemplated in subsection (I) has not been g1,·en .
(7) The written consent re fc1Ted to in subsection (6) must be in the prescribed_
fomi and copy of that notice must be lodged with the Registrar 1ogethcr wuh a copy ol
the special resolution.
(8) At any meeting at which o spcc(nl rcsolm}on _is submitted wbe passed, a
declaration by the chairperson that the resolution ts earned 1s. unless a p~ll 1s demanded.
sufficient evidence of tha1 fact without proof of 1he number or propm11on of the votes
recorded in favour of or against the resolution .
(9) If a poll is demanded regard must be had. in computing the majority on the
poll, to the number of votes cast fur and againsl the resolution.
(l 0) For the purposes of this section notice of a meeting is, subject 10 this Act.
deemed to have been duly given and the meeting must be taken to be duly held when the
notice is given and the meeting is hdd in lhe manner provided by the articles of the
company concemed.
Registration of special resolutions
208. (I} Within one month from the passing of a special resolution a copy of
that resolution together with either a copy ofthe notice convening the meeting concerned
ora copy of the consent contemplated in section 207(4) or (6). as the case may be, must
be lodged with the Registrar. who must, subject to subsection (2). and on payment of the
prescribed fee, register that rcsolmion .
(2) TI1e Registrar may rcfiL~c to register any special resolution lodged under
subsection (I), except on an order of the Court. if thut resolution appears to him or her to
be contrary to this Act or lo the memorandum or at1icles of the compuny conccmcd.
(3) A copy of evc1)' special resolution fo r the time being in force must be
embodied in or annexed to every copy of the articles issued afler the registration of the
resolution.
(4) The company concerned must transmit a copy of a special resolution to nnv
m~ber nt that member's request. and on payment of an amount equJl to the cost of
makmg that copy or a lesser amount as the company may determine.
(5) Any company which foils to comply with any requirement of subsection
(3)or (4) and ~vc1y director or offic~rthercofwho knowingly permits or is a party to the
failure. commits an offence 3nd ts !table to a fine which docs not exceed NS200.
. (6) If _a company mak~s default in lodging with the Registrar a copy of any
spec1nl resolution, and the nottce or the consent, as required by subsection (I). the
company, and every director ?r officer who knowingly pcnnits or is n party 10 the default,
co11:m1ts a_n offtncc and 1s hable to a fine which does not exceed NS40 for every du
dunng winch the contravention continues.
y
SELECTED EXTRACTS
COMPANIES ACT 28 / 2004
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101
Acl So. 28, 20ll~
Government Gnzctlc 30 Deccmbu 200-·I
C0~11'AI\\IES ACT.2004
No.>36~
Additional fees in respect of !ale submission, 01· !me payment of annual uuly
186. Without derogating from this Act, a company or an ~xtcrnol company which
has failed within the time prescribed in the relevant proYision to lodge any retum or
other document or to pay any annual duty required under section 99(3 ). I8 I. l 82. i 83,
208(1), 219(3). 224('.'.J and '.'.8~. may lodge that return or other docu111cn1 or pay the
am1ual duty subject 111 1hc payment to the Regis1r:1r or the prescribed udditional fee in
respect of each failure.
P11r1 2
Mec1i11gs rfCm111w11y
Annual geneml meeting
187. (_I l Every company musl. ut 1hc times specified in 1his ,;ection. hold
general meetings to be knowu and described in the notices calling those 111ee1inos :1s
mmual general meetings of that compnny.
...
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(2) The meetings referred to in subsection l I) must be held -
(a) in the case of the first meeting, within a period of I8 months aflcrthe date
of the inco'Tloration of the c<1mpany c,mcemed;
(bl thereafter within not more than nine months after the end of every ensuing
financial year of that company:
(c) within not more than 15 months after the date of the last preceding annual
meeting of that company.
(3) 1l1e annual general meeting of a company must deal with and dispose of
the matters provided for in this Act and may deal with and dispose ofnny fut1her matters
which are provided for in the articles ofthe company und, subject to this Acl, any matters
capable of being dealt with bS• any general meeting ofthe company.
(4) The Registrar may, on appiic"tion to him or her before. or. forthc purposes
of subsection (8), also after. the expiry of the period within which an ammo\\ general
meeting of a company must be held and on good cause shown, and on payment of the
prescribed fee, extend the period within which an annual general meeting of the company
concerned must be held by a period not exceeding three months, but, notwithstanding
any extension, the date for the holding of the first annual general meeting following the
meeting in respect of which the extension is gramcd. must be detennined as if1hat meeting
had been held on the lust day on which it should ha\\'e been held if the extension had not
been granted.
(5) If for any reason an annual general meeting of a company is not or cannot
be held as provided in this section or any matter required by this Act to be dealt with and
disposed of al that meeting is not dealt with al the meeting, the Registrar may, on
application by the company or any memher or 1he legal representative of thnt company
or member and on payment of the prescribed fee. call or direct the calling of a general
meeting of the company which must deemed to be an annual general meeting, and may
give ancillary or consequential directions which the Registrar may think expedient,
including directions modifying or supplementing, in relation to the calling, holding and
conduct ofthe meeting, the opcrn1ion ofthe company's articles, and directions providing
for one member or the legal representative of n member or any specified number or
members present in person or by proxy, to be deemed to constitute a meeting, and any
meeting called, held and conducted in accordance with that direction is. for all purposes
deemed to be an annual generul meeting of the company duly called, held and conducted.
liuvenunclll Gazette 30 December 200-1
111
No.336:!
CO~IPANIES ACT. 2004
Act ~o. 28. 2004
Right to demand poll
206. \\I) A provision contained in a company"s articles is void in so for as it
has the effect -
(a) of excluding the right to demand a poll al a general meeting on any question
other than the election of1he chniq1crson ofthe meeting or the adjournment
of the meeting: 1..1r
(b) of rendering ineffective a demand for a poll made -
(i) by not lt:!-$ than tini 1m:111hcrs ha\\'ing the right to vote rit that ameeting:
(ii)
by u mernbcr or mcmher5 repr!i!senting not less than one-tenth nf the
total voting rights uf all the members having the right to vote al the
meeting: or
(iii)
hy a member ,,r members e111itied to vote at the meeting and holding
in the aggregate not less than one-tenth of1he issued share capital of
the company.
(2) The instrument appointing a proxy 10 vote at a meeting of a company is
deemed also to confer authority to demand or join in demanding a poll. and for the
purposes of subsection (I). a demand by a person as proxy for a member is the same as
a demand by the member.
Pan4
Sl'ecial Resolutions
Requirements fo1· special resolutions
207. (l) A resoiu1ion by a company is a special resolution if at a general
meeting ofwhich not less than 21 dnys' notice has been given specifying the intention 10
propose the resolution as a special resolution. the terms and effect of the resolution and
the reasons for it and at which -
(n) members holding in the aggregate not less than one-fourth ofthe 101al votes
of all the members entitled to vote, arc present in person or by proxy; or
(b) in the case of a company limited by guarantee. not less than one-fourth of
the members entitled to vote arc present in person or by proxy,
the resolution has been passed. on a show of hands. by tll11 less than three-fourths of the
number of members of the company entitled to vote on a show or hands at the meeting
who are present in person or by proxy or. where a poll has been demanded, by not less
than threc-fourtlts oflhe total votes to which the members present in person or by proxv
arc entitled.
•
(2) lfless than one-fourth oflhc total votes ofall the members entitled to attend
tl1e meeting and 10 vote ur, in the case of a company limited by guarantee. less than
one-fourth of the members of that company, are present or represented at n meeting
called for the purpose of passing a special resolution, the meeting stands adjourned to a
day not earlier than seven days and not later than 21 days after the date of the meeting
and section 200(2) applies in respect of that adjournment.
(3) At the adjourned meeting the members who are present in person or by
proxy and are entitled to YOtc may deal with the business for which the original meeting
was convened and a resolution passed by not less than tlu·ec-fourths of those members is
deemed to be a special resolution even if less than one-fourth of the total votes are
represented at thot adjourned meeting.
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I 10
Act No. 28, 2004
Governmelll Gazette 30 December 200~
C0~1PA:SIES ACT. 2004
No.3362
Determination of voting rights
203. (11 A member of o public company having a share capi1al is -
(a) if the share capital is divided inlo shares of par value. entitled to Iha\\
proportion oflltc total votes in the company which 1he aggregate amount of
the nominal \\'alue of the shares held by \\hat member bcurs Ill the aggregate
amount of 1he nnminal \\'nluc of all the shares issued by 1he company:
(bl
iflhe share capital is divided into shares of no pnr value. cmitled 10 one vote
in respect or each share 1ha1 member holds.
(2) The voling rights ofa member ofa private company mus\\. subject to section
20( I) , he determined by the a11iclcs of the company.
(3) \\\\!hen any shares of n company nre converted into stock. ur have been so
converted after l January 1953. this section doe;;, with the necessary changes. apply as if
thnt stock consisted -
(a) in the case of shores of par value, of ns many units of equivalent number
and value as the number and nominal value of the shares so conve11ed: or
(It) in the case of shares of no par value. of as many units as lhe number of
shares so conl'crted.
(4 I Notwithstnmling this section, the articles of n company may pro,·ide -
(a) for the chairperson of any meeting to have a casting vote: and
(b) for the votes to which any member is entitled above a stated number to
increase, not in direct proportion to the number of shares held, but in some
lower proportion specified in those articles and may in that event further
provide that no member is entitled to a number ofvotes exceeding the number
so specified or that U1e number of voles to which any member is entitled be
limited ton specified number.
Exceptions as regards voting rights
204. (11 Section 20( I) does not apply in respect ofshares ofa company which
on I January 1974 had already been issued without voting rights, or in respect of issued
shares, other than preference shnres, in respect ofwhich at that date there existed different
voting rights or in respect ofshares subsequently issued in respect uf which there existed
at thnt date u contractual right or obligation to issue those shares.
(2) If a company issues new shares. all the provisions of this Act as to l'oting
rights must, save as provided in subsection (I), apply in respect of those new shares, and,
for the purpose of determining the voting rights attached to those new shares as provided
in section 203 all ilS shares arc deemed to have been issued with voting rights in accordance
with this Act.
Exercise of "otlng rights
205. (I) Any person present and entitled to vote as a member or as a proxy or
as a representative ofa body corporate al any meeting ofthe company has, on a show of
hands. only one vote, irrespective ofthe number of shares that person holds or represents.
(2) On a poll at any meeting of a company, any member. including a body
corporate, or that member's proxy is entitled to exercise all voting rights as detennined
in accordance with this Act, hut is 1101 obliged tn use all his or her ,·ates or ens\\ all the
votes he or she uses in the snmc way.
ci," cmmenl Ga1.c11c 30 l)cc~mhcr :o0-1
I 03
No.336:!
Acl ~o. 28, 200-'
COMPA1'1ES ACT.200~
(6) For the purpose ofdc1ennining the date forthe h,,lding ofthe next succeeding
annual general mcc1ing of u company. after a meeting hell! in pursuance of subsection
(5). subsection (4 l does. with the n~cessary changes. apply.
(7\\ Any company which fails 10 comply with subsection (I) or with any direction
given by the Registrar under subsection (5). and every director or officer of the company
who knowingly is n party to the failure , commits :u1 offence and is liable to u line which
does not exceed NS8ll0 .
(8 1 A company which hus failed lo hold ils muiuol general meeting within 1he
time or extended time co111empla1ed in subsection (I) or (4 \\. Mas directed hy the Registrar
under suhscclion (5 l. is fu11her liable to pay to 1he Registrar the prescrihe<i additional fee
for every doy during which 1he dcfnuh continues but 1101 exceeding the prescribed
maximum fee .
i91 /\\ company need no\\ hold any panicnlar annual general meeting if all
members entitled to allcnd that meeting agree in writing. and in thnt event a resolution in
writing dealing with and disposing of .
(nl the mnt1ers required by this Act to be deal\\ with and disposed ,,rat an annual
g..::ncral mel!ting of a company: and
(bl any other mailers. if any. as may, in terms of subsection (2). be deal\\ with al
that meeting.
and signed by all members cnlitled 10 vote ut 1ha1 meeting. before the expiry of the
period within which that meeting is 10 be held. is deemed to be a resolution passed at an
annual general meeting ofthe company held in tennsofthis section on the date on which
the last signature to that resolution is affixed.
General meetings
188. (I) General meetings of a company may, subject to its a11icles. be held
from time to time.
(21 Any general meeting may, save in so far as is otherwi_sc provid_ed in the
aniclcs of a company and without derogation from any other pro,·1s1011s of tlus Act. be
called by two or more members holding not less than onc-temh of i1s issued share capital
or, in the case of a company not ha"ing a share capital. by 1101 less than live per cent in
number of the members of the company.
Callin11, of general meetings 011 requisition b)' members
189. (I) The directors of n company must . 1101wi11tsrnnding anything in its
articles, on the requisition of -
(nl 100 members of the company or of members holding at the date of the
lodging of the requisition not less than one-twentieth of such of the capitul
of the company as at the date of the lodgment carries the ri~l11 of\\'oting at
general meetings of the company: or
(bl in the case of a company not having a share capital, 100 members of the
company or of members representing. not less than onc-twcmieth of the
101al voting rights of all the members having at that dote u right to vote al
general meetings of the company,
within 14 days of the lodging oflhe requisition issue a notice 10 members conl'enina a
general meeting of the company for a date not k ss than 21 und no1111u1e titan :,5 d;ys
from the dnte of the notice.
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104
Act No. 28, !004
G11vcrnme111 Ga1.c11e 30 Dccc111her ~(Ill-I
cmll'..\\.NIES ..\\.CT. 200-l
No.]36:!
('.:!) The n:quisition must stat~ the objects nfthc mcc.:tingand must be sigrn.:U by.
the rcquisitionists and lodged at th!! rl.!g.istcr~d office ofth~ com(Xl~~'t_nn~ may consist l,1
several documcntS in like fonn, each s:gncd by on\\! or more reqm$1t1omsts.
(3) If the directors do 1101 wi1hin 1~ days from the date _of !he lodging or the
requisition i~suc a notice as rcquirl~d ~y suhs~ction ( l ). the reqmsmomsts _or _any ~lt th~m-
nwnberine. more than ='O or rcprescmmg. more thun one-hulf of the torn._1 ,,ottng. n_ghts ol_
all of1hen;. may thcmsch·cs on~ I days' notice con\\'cnc a meeting. statmg the ohJ<;cts ol
the meeting, but the meeting ~" convened nm~t not be held after the cxpuy ot thrc~
months from that dnte.
(4) Any meeting c,mvcned under this_ section by _the rcquisi1i01_1ists must be
convened in the same manner. as nearly as possible. as that 111 wluch meeungs arc t<1 be
convened by the directors or the company concerned.
(5) Any reasonable expense incurred by the requisitionist;; because of the failure
of the directors duly 10 con,•cn(! u ml!cting must be r!!paid to 1he rcquisitionist~ by th!!
company, and any sum so repaid must be retained by the company 0111 ~f any sums due
or to become due from the c<1mpany by way ot fees or other remu11ernt1on m respect of
their ser,ices to those directors who were knowingly pany to the d~fnull.
(6) Any direct<1r or nnicer or a company who knowingly is a party 1n a failure
10 convene a meeting as required by subsection (1) commits an offence and is liable to a
fine which does not exceed NS400.
Convening of general meetings b)· Registrar
190. If all the directors of a company have become incapaci101cd or have ceased
10 be directors, the Registrar mny. unless the articles of a company make other provision
in that behalf. on the application ofany member of the company or the legal representative
of that member. and on paymem of the prescribed fee. call or direct the calling of a
general meeting of the company and may give any ancillary or consequential directions
which the Regisu1tr considers expedient. including directions modifying or supplementing.
in relation to the calling. holding and conduct of the meeting. the operation of the
company's articles. and directions providing for one member or the legal reprcsemativc
of a member or any specified number of members present in person or by proxy to be
deemed to constitute a meeting. and any meeting called. held and conducted in accordance
with any that direction. is, for all purposes. deemed to be a geneml meeting ofthe company
duly called, held and conducted.
General meetings on order of Court
191. If. for any reason. it is impracticable {O call nn annual genentl meeting or
other general meeting of a company in any manner in which meetings of that cumpany
may be called, or to conduct that meeting in the manner prescribed by the articles of a
company orthis Act. or if for any otherreason the Court thinks lit to do so, it may. either
o~its own motion or on the application ofthe Registrar or any director ofllte company or
ol any memberot the company orthe legal representative oftlwt member, order a 111ceting
ofth7comp~ny to be call<:d, held and conducted in any manner which it may direct and
may 1~ mak_mg ~n order g~ve nnctllary or consequential directions as it thinks expedient,
mcludmg d1~ccuons prov1dmg for one member or the legal representative of a member
or •n~ spcctfied number of memb~rs present in person or by proxy to be deemed to
constitute a_ mcetmg. and any meetmg called. held and conducted in accordance with
that ~rder, ts, for nil purposes deemed lo be an annual general meeting or u ~enci:d
meetmg, as the cuse may be, of the company duly called. held and conducted. -
No.3362
G,11·enunc11t C,azettc 30 ikccmbcr 200-l
109
Ac< No. 28, 2004
COMPA!'ilE~ ACT. 2004
meeting on any ground stated hy that member. the chaiq,crson must pul the <lcmand to
the vote of the meeting. und if n majority of the members present or represented and
entitled to vote at the meeting or members present or represented and c111i1led to vote
representing either personally or by proxy more than half of the shurc capital of the
company represented at the meeting, vote in favour of an adjournment, the chairperson
must adjourn the meeting ton day 1101 earlier than seven days and not later than~ l days
after the date of the meeting.
(2) When a meeting has been adjourned a~ contemplated in subsection (I) the
company must. on a date not later than three days after the adjournment. publish in a
newspaper circulating in Namibian notice staling -
(a) the time, date and pince to which the meeting has been adjourned:
(b) the matter before the meeting :J.t the time when il \\\\'OS adjourned; and
(c) the ground t'onhe adjoumment.
(3) A private company may, in stead of publishing 1he notice in a newspaper as
contempla1cd in subsection (2). send it by registered post to the members not Inter than
three days alier the adjonnunent.
(4) Any person acting as chai'l)crson of a meeting of a cmnpnny who fails to
comply with any requirement of ~ubsection \\I) ond any company which foils to comply
with any re_qunement of subscct1011 (~) and any director or officer of a company who
knowmgly ts a pany to the fa1l11re. commits an offence and is liable to a fine which does
not exceed NS400.
Part 3
l'oring Rig/11s and l·oti11g
Voting rights of shareholders
201. (I) Subject to sections 202 and 203 and to the exceptions staled in section
204, every member of a company having a share capttal has a nght to vote at mectmgs of
that company in respect of each share held by that member.
(2) Every member of a company limited by guarantet has. unless the anicles
otherwise provide, the 1igh110 vote at meetings of1hat company and has one vote.
Voting l'ights of 1ireference shareholders
202. (I) Notwithstanding section 20( I J. the anicles ofu company may provide
that preference shares do not confer the right to vote at meetings of the company
except -
(al during any period delennined as provided in subsection (2) during which
any dividend or any pa,1 ofany dividend on th9se shar~s or any redemption
payment Utereon remains in anear and unpaid; or
(b) in regard lo any resolution proposed which directly affects any of the rights
attached to those shares or the interests ofthe holders. including a resolutiqn
for the winding-up of the company.
(2) llte period referred to in subsection ( l l(a) must be a period commencing on
a day specified in the articles ofthe company concerned. not being murc than six mo11tl1s
after the due date of the dividend or redemption payment in question. or, where no due
date is specified. after the end of the financial year of the company in respect of which
that dividend accmcd or that redcmp1ion paymcn1 hccamc due.
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108
Act 1\\o.18, 1004
Guvcrnmell\\ Gazelle 30 l)ecemher 200-1
COMPANIES ACT, 200-1
NCl.3362
(6) Subsection (5) does not apply in respect of the issue 10 a member of a
company at that member "s request in writing of a fonn of appointment naming a proxy
or of a list of persons willing lo act as proxy. if the fonn or list is available on request in
writing to every member emitlcd 10 he represented nt the meeting in question by proxy.
(7) If. for the purposes ufany meeting ofa company. invitations to appoint as
proxy a person. or one of a number nf person~. specified in the inYilations or the
instnuncnts appointing a proxy. arl! issued at the company's expense. that invitation or
instrument appointing a proxy must -
(a) contain adequate hlm1k space immediately preceding the nnme or names of
the person or persons specified therein to enable n member to write in the
name nnd. if so desired. an altenrnti,·e mune of a proxy of that membcr ·s
own choice:
(bl provide for the member to indicate whether that member ·s proxy is to vote
in favour of or against any resolution or resolutions 10 be put at the meeting
or is to abst::iin from voting.
(8) The person present at a meeting of the company, whose name appears first
in the list of names which ha,·e not been deleted in any instnunent appointing a proxy
becomes the validly appointed proxy or the member concemed.
(9) If a member does not mdicmc on the instrument appointing a proxy that
that members proxy is to vote in favour of or against any resolution or resolutions or to
abstain from voting. the proxy is c111itled lo vote as he or she thinks fit.
(J 0) If there is a failure 10 comply with any requirement of subsection (7), every
director or officer of the company who authorises , knowingly permits or is party to the
failure, commits an offence and is liable to a fine which does not exceed NS400.
(11) This section applies in relation 10 meetings of any class of members of a
company as it applies in relation to general meetings of the company.
Quorum for meetings
198. Unless the articles of a company prnvide for a greater number of members
emitled to vote 10 constitute a quorum at meetings of a company. the quorum for those
meetings is -
(a) in the case of a public company. three members entitled tu vote. personally
present, or if a 111cmber is a body corporate. represemcd:
(b) in the case ofa pri\\'ate company, not being a private company having one
member, two members entitled to vote, present in person or by proxy or, if
a memher ts a body corporate. represented; and
(cj in the case of a wholly-owned subsidiary company, the representative of
the holding company.
Chairperson of meetings
199. Unless the article, of a company othcnvise pro\\'ide. any 111eeting of the
company may elect any member to be the chairperson of the meeting.
Compulsory adjournment of meetings
200. <I l If a1 any •~ceting of a company any member of the company who is
present or represented and entnkd to vote at the meeting demands on adjoununent ofthe
No.336:1
Gm ·c1rnnem Gazelle 3(1 December 2004
105
Act ~o. 28, 2110.t
COMPAI\\IES ACT, 200-1
Meetings of company with one 111cmber
J92. In the case of a company having only one me111ber. that 111ember presenl in
person or hy proxy is deemed to constitute a meeting.
Duty of company to ch-cul11te notice of resolutions nnd statements b~· members
193. (11 Subject tn this section. a company must, on the requisition in writing
of the number of members referred to in subsection(} I. and, unless the company othenvise
detennines, at the expense of the requisitionists -
(al give to members of the company entitled lO n:ccivc n,.1tice of the next annual
general meeting. notice of any resolution which mriy properly ht! ll\\O\\'ed
and is intended to he moved nt thot meeting: and
(bl circulate to members entilkd to have tll)ticc of any general meeting sent to
them. any statemcnl of not more than '"" thousand words with respect to
the matter referred 10 in any prnposed resolution or the business to be dealt
with at that meeting .
(1) TI1!:! number of members neccssnry for u requisition under subsection {1I
must be -
(a) any number of members represeming nm less than one-twentieth of the
total voting rights of all the members having al the date of the requisition a
right to vote at the meeting 10 which the requisition relates: or
(b) not less than one hundred members.
(3) Notice of any resolution refetTed to in subsection (l)(a) must be given and
any statement referred to in subsection (1 )(bl must be circulated to members of the
company entitled to have notice of the meeting sem tu them, by serving a copy of the
resolution or statement on each member in any mann~r pt:nniued for the service ofnotice
of the meeting. and notice of1ho1 resolt11ion must he given to any other member of the
company by giving notice of the general effect of the resolution in any manner pennitted
for giving that member notice of meetings of the company.
(4) A copy of a resolution or s1ateme111 referred to in subsection l1) must be
served and notice of that resolntion must be given in the same manner and. so far as
practicable, at the same time as the notice of the meeting in question. or if it is not
practicable 10 do so, as soon us practicable thereafter.
(5) A company is not bound under this section 10 eive notice of onv resolution
or to circulate any statement unless •
-
•
(a) there is lodged at the registered office of the company a copy of the
requisition signed by the requisitionists or twu or more copies which between
them comain the signatures of all the rcquisitionists -
(i) in the case of a requisition requiring notice of a resolution. not less
than 30 days before the meeting; and
(ii) in the case of any other requisition. not less than JO day:; before the
meeting; and
(b) there is lodged or tendered with the requisition u sum reasonably sufficient
to meet the comp,my·s expenses in giving effect 10 the rcqnisi!ion.
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106
Act :s;o. 28, 200~
CJlwernrnent Gaiett~ 30 o~ccmhcr ~uo➔
COMPAi\\(ES ACT. 200~
i'\\o.336~
(6) lf. alh:r a copy of a requisition requiring no1ici.: of a rc~olu~ion lms ~ccn
lod~ed at the regi stered office of the company. an annual general meetmg 1s called l11r_a
date 30 days or less after the copy ha~ been lodged, the copy. though not lodged w1th111
the time required by this subsection, is deemed to have been properly lodged.
(7) The Court may absolve any company from the obligation to circulate ony
resolution or swtement in tenns ofthis section it: on the application either of the company
or of any other interested person. the Court is satisfied that 1hc righ1s thereby confcned
nre being abused to secure needless publicity for defamatory maucr.
(8) An order under subsection (7 l mny include an order for the payment by the
rcquisitionists of the costs or any ponion of the costs incurred in connection with the
relevant application. whether or not they are part ks to the :ipplicntion.
(9) Notwithstnndinganythingcontnined in the m1ides nfn company. the business
which may be dealt with at an annual general meeting. must include any resolution of
which notice has been given in accordance with this section. and. for the purpose of this
subsection, notice is deemed to have been so given notwi1hstr111d ing the accidental
omlssion to give that notice to one or more members.
( I0) If there is a failure to comply with subsection I I l. every director or officer
of the company who authorises or knowingly pennits or is pnny to the failure. commits
an offence and is liable to a fine which docs not exceed NS-I 000.
Notice of meetings and resolutions
194. ( IJ Unless the anicles of a company provide for a longer period ofnotice,
the annual general meeting or a genernl meeting called for the purpose of passing a
special resolution may be called by nor less than 11 days· notice in writing and any other
general meeting may be called by 1101 less than 14 days' notice in writing.
. (2) Any provision in the nnicles ofa company prO\\·iding fora shoner period of
notice~not being of an adjourned meeting. is void.
(3) Notwithstanding subsection (I), a meeting ofa company is deemed to have
been duly called -
(a) in the case ofa meeting which is called on a shnrter period of notice than is
specified in that subsection or provided for in the company·s anicles. if it is
so a,grccd, _before or at the meeting. by a majority in number of the members
luwmg a nght to attend and vote at the meeting who hold not less than 95
percent of the total voting rights of all the members of the company; or
(b) in lhe case of a meeting in ~cspe~t _o~ which notice ns contemplutetl in
subsect1~n (I) has not been given, tf 111s so agreed in writing. before or at
the mceung, by all the members of the company.
(4) No rcsoluti?110fwhich special notice isrequired 1obe given in tenns ufthis
tct has erect unless notice ofthe mtcntion to move it has been given to the company not
ess than -8 d_ays before the me~tmg at which it is moved, untl the company must give its
me?1bers nouce o_f that resoluuon at the snmc time. and in the same manner as it ives
not,_ce ofthe mce11~1g, or: tfthat is not prncticable, either by ad,·ertisement in a news gn er
~~;ng an approp~ut_c circulat1on or m any other manner allowed by the articles ~f ihe
call~~y, n~t les~;~an 21 days before the meeting, but. if ,1 111ecting of the company is
~e•e::~an(' bee •or •
sub~le~:7:,~
~~a~
-
ays or less aner notice of the intention Ill move that rnsolution ha~
~•\\n~ncc, though !lot given within the time required by this
'
o ,a,c ecn properly given for the purposes of the meeting.
No.3362
li,wcrnmcnt Gnzene >0 Dccemh~r 201J~
107
:\\ct ~ o. 28, 200-l
CO~IPA,'.IES ACT, 200~
:·e,~t~~iJ' (Sl Any company which fail~ to give noiicc to i!s mc1:1bers '15
subsection (4) commits un offc.ncc and " habk tu a fine wluch do.snot cxcee - •
Manner of gh'ing notice
l9S. Unless the urticles of a company otherwise provide, notice ofa meetil~g.~f
a company must be served on every member of 1he ~ompany 111 the manner_"'. "h•~!l.
notices are required to be sen ·ed in terms oflablc Aor fable B of Schedule I. "l11che,c1
is applicable 10 the company.
Representation of com pony or other body corporate at certain meetings
196. ( Jl A company or other body corporntc may, by resolution of its direc1urs
or other goveming body. authmise any person to act as it_s represe111a11ve at any me~u ng
of any company of which it is a member mat any meetmg of any class ofmcmbeis of
that company.
(2) Subsection ( I l does. with the necessary changes. apply with reference to
meetings of debenture holders and creditors of a company.
(3) A person authorised under subsec1ion ( I) is entitled to exercise 011 behalf nf
the company or other body corporntc which he or she represents. ~h~ ~a_me powl!rs as that
company or body coq1orme could have exercised if it were an md1v1dual shareholder.
debenture holder or creditor of the company in relation 10 which that person has been
authorised to act.
Representation of members ol mcctin;a:s by proxies
197. (I) Any member ofa company entitled to attend and vote at a meeting of
the company, or where the articles of a company limited by guarantee so pro\\'ide, any
member of that company. is entitled to appoint another person, whether a member or not .
as proxy to auend. speak. and vote in that member's stead at any meeting ofthe company.
but, unless the anicles othenvise provide, a proxy is not entitled to ,·ate except on a poll
and a member of a privute company is not entitled to appoint more than one proxy.
(2) In every notice calling a meeting of a company having a share capital and
on the face of every proxy form issued at the company"s expense there must appear with
reasonable prominence a sta1eme111 that a member entitled to anend nnd vote nt the meeting
is entitled to appoint a proxy or, where ii is allowed, one or more proxies. to aucnd and
speak and vote in that member·s stead. and that a proxy need not also be a memberofthe
company.
(3) If there is u failure to comply with the requirements of subsection (2J in
respect ofany meeting. every director and every officer of !he company who umhorises.
knowingly pennits or is party lo the failure. commits an offence and is liable to a line
which does not exceed NS400.
(4) Any provision contain~d in a company·s articles is void in so for as it wuuld
have the effect of requiring the inslrument appointing a proxy. or any other document
necess~ to show the validity ~for otherwise reluting to the appointment of a proxy, tl,
be received by the c~mpany nt ,ts registered office or by any other person more titan 48
hours before a meeting 111 order that the appointmem may be effective.
(5) If, for the '"!'Poses of any meeting of a company, invitations 10 appoint as
proxy a pers~n. or one ot a number of persons, specified in the invitations are
the company s expense tu some only o_r the members en1i1led 10 notice of the
imsseueetdin8g1
and_ to be rcpresent7d by proxy, every director or officer of the company who authorises
or knowmgly pennns or 1s " party to 1h01 issue. commits an offence and is liuble 10 a fine
which does not exceed l\\S400.