AUE1601 REVISION PACK

May/ June 2012 Suggested Exam Solution 1) MOI requirements regarding the issue of shares (private and shareholders’ rights)  The Board of the Company may resolve to issue shares of the Company at any time, but only within the classes, and to the extent that the shares have been authorized by or in terms of the Memorandum of Incorporation.  and without prejudice to any rights previously conferred on the holders of any shares or class of shares .  In the event of the Company issuing shares that have not been authorised in accordance with section 36, or in excess of the number of authorised shares of any particular class,  the issuance of those shares may be retroactively authorised by Board Resolution within 60 (sixty) business days after the date on which the shares were issued, subject to an ordinary Shareholder Resolution. Section 38(2)  If a resolution seeking to retroactively authorise an issue of shares, is not adopted when it is put to a vote the share issue is null and void to the extent that it exceeds any authorisation;  and the Company must return to any person the fair value of the consideration received by the Company in respect of that share issue to the extent that it is nullified, together with interest in accordance with the Prescribed Rate of Interest Act, 1975 (Act No 55 of 1975) …  No share may be issued by the Company until it is fully paid and the Company shall have received the full consideration therefore in past services actually performed for the Company, property or money. 1.2 pg. 3 Authorised share available for issue and possibility of amendment  Computer services limited is authorised to issue 100 000 shares, which are already issued.  Therefore they are no shares available for issue  the number of authorized shares of each class of shares a company, as set out in its memorandum of incorporation, may be altered by means of an amendment of the memorandum of incorporation by the shareholders 1,3 Authority for share issue  The body of the company 1.4 Requirements applicable for no par value shares and the consideration  a company may not issue shares to itself  a authorised share of a company has no rights associated with it until it has been issued  the board of directors of a company may issue authorised shares only for a adequate consideration to the company , as determined by the board 1, 5) Requirements where some shares have been issued to directors  If a director of a company acquires a personal financial interest, the director must promptly disclose to the board or shareholders of the company.  The nature and extent of that interest, and material circumstances relating to the director or related person’s acquisition of that interest. 1,6)Requirements for notice of meeting where issued to directors has to be authorised.  15 business days before the meeting is to begin, in the case of a public company or non profit making organisation.