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WorksheetsEntrepreneurial Law Quiz
Total questions: 44
Worksheet time: 44mins
Explain the concept ‘legal personality’.
Distinguish between incorporation and registration, and the effect thereof on a company’s legal personality.
Discuss the legal status of a company after incorporation, but before registration.
Describe the concept ‘limited liability’ and the practical implications of separate legal personality.
Discuss the common law concept of ‘lifting the corporate veil’ with reference to case law and discuss the statutory adoption of the common law concept of ‘lifting the corporate veil’.
Distinguish between the different types of companies set out in the Companies Act.
Discuss the procedural steps to be followed in the incorporation of a company as well as the registration process.
Explain the legal effects of registration of a company and discuss pre-incorporation contracts.
Apply the principles to a set of facts.
What are the two types of Companies as per the Companies Act, 2008?
Profit companies and non-profit companies
Public companies and private companies
State-owned companies and personal liability companies
Limited companies and unlimited companies
What is a Non-Profit Company?
A company incorporated for gain
A company not incorporated for gain with specific objectives
A company that is publicly traded
A company that has limited liability
What distinguishes a Public Company?
It has 'Limited' in its name and can offer shares to the public
It is owned by the state
It has a personal liability for its directors
It prohibits offering securities to the public
What is a Personal Liability Company?
A company that limits the liability of its shareholders
A private company where directors are jointly liable for debts
A company that is publicly traded
A company that cannot sell its immovable property
What is the registration process for a company?
What is the Memorandum of Incorporation (MOI)?
What are the steps to incorporate a company?
What is the significance of the company name in terms of the Companies Act?
What is the process for reserving a company name?
Can you think of any problems that can arise from the application of the general rule regarding pre-incorporation contracts?
Do you know the important requirements for pre-incorporation contracts as per Section 21 of the Companies Act, 2008?
What is the time frame for the board of directors to reject or accept a pre-incorporation contract after the juristic person comes into existence?
What must a pre-incorporation contract be in?
Writing
Verbal
Text
What are the two forms of equity that need to be distinguished?
Define the terms ‘shares’, ‘authorised’, ‘issued’ and ‘unissued’ shares and pre-emptive rights.
Distinguish between the different classes of shares.
Identify the absolute rights that are attached to shares.
Explain the relationship between the capital maintenance system and the solvency and liquidity tests.
Discuss the solvency and liquidity tests.
Explain the relationship between the capital maintenance system and the solvency and liquidity tests.
Discuss the solvency and liquidity tests and the circumstances under which these tests are to be applied.
What are shares?
Different classes of shares.
Discuss the principles and requirements pertaining to the proper calling of a shareholders meeting.
Discuss the adjournment and postponement of shareholders’ meetings.
Describe the purpose and appointment procedure of a proxy.
Distinguish the various methods of voting available to shareholders.
Describe how shareholders can act (take decisions) outside of a meeting.
Discuss the requirements for calling an annual general meeting (AGM) and the types of matters that may only be addressed at this forum.
Distinguish between an ordinary and a special resolution and describe how resolutions are proposed.
Whenever the board is obligated to convene a meeting to refer a matter for shareholder decision as outlined in the Companies Act, 2008 or the MOI (e.g., director election or filling a vacancy).
If a company wishes to provide financial assistance for the subscription of its securities in terms of S 44.
If a company wishes to pay cash in lieu of issuing capitalisation shares in terms of S 47.
If a company wishes to acquire its own shares as provided for in S 48.
The solvency and liquidity test must be applied.
