Session 1
The company and the law behind it
From incorporation to the constitutional structure
- Why companies exist and how a company works
- The Companies Act 71 of 2008 and the current amended environment
- Company versus sole proprietor, partnership and close corporation
- The separate legal personality of a company
- Directors, shareholders and officers — understanding their different roles
- Responsibilities and authority
- Introduction to corporate governance
- Doctrine of constructive notice
- Ring-fenced companies and why ring fencing matters
- The Turquand Rule / indoor management rule
- Practical examples of when these principles matter
- The constitutional documents of a company
- Memorandum of Incorporation — MOI
- Standard versus customised MOIs
- Company rules
- Shareholders' agreements
- The relationship between the MOI, rules and shareholders' agreements
- Why pre-emptive rights become critical during shareholder disputes
- Meetings and decisions of directors and shareholders
Practical outcome
Attendees should be able to identify who has authority to make a company decision and which constitutional document needs to be checked before acting.