ELECTRONIC COMMERCE DEPARTMENT

NAME: RUZANI VONGAI

REG NUMBER: H200042Q

SCHOOL: BUSINESS MANAGEMENT AND SCIENCES

PART: 2.1

COURSE: CORPORATE LAW

COURSE CODE: BEC 214

LECTURER: DEWAH

ASSIGNMENT No: 1
Comment…………………………………………………………………………………………
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 a) a) Describe when the company must have the statutory meeting and the first annual general
meeting.
The statutory meeting is held by public limited companies within a period not less than one month
or 3 months from the date it is entitled to commence business.
The first annual general meeting is held within the first 18 months after the incorporation of the
company concerned.
b) Explain the legal anomalies relating to Boas and Riebeck’s position in the company.
According to company law [23:04] section 173 it is highlighted that, an unrehabilitated insolvent
cannot be a director unless stipulated by the court of law. Boas is therefore not in capacity to be a
director of Zebra Ltd until rehabilitation.
Furthermore, it specifies that a company secretary must be one and resides in Zimbabwe. The
Secretary of Zebra Ltd is said to reside in South Africa, which means the company is not being
run properly.
c) Describe the length of notice required, and how many of the company’s members present
and voting in person or by proxy are needed to pass the special resolution.
For a notice, which is a notification for meetings, it will be given within 21 days of requisition for
individuals that would be present at the meeting from a date not less than nor more than 28 days
from date of notice. For a special resolution, it is important to note that it is passed by a resolution
not less than 3 quarters of the members who are entitled to vote at general meetings at which not
less than one quarter of the votes are represented.
d) Explain procedures that Zebra must follow to amend their articles of association.
The first step is to check if the memorandum of association allows such an alteration.
In amendment of the AoA, Zebra Ltd must first give a notice for an Extraordinary General Meeting
on this agenda for a set date.
At the meeting, the shareholders vote for a special resolution which is then filed with the registrar.
2) An incorporated company is a creature of the law not capable of marrying. It is a separate legal
entity distinct from its members. Using relevant case law, discuss the principle and explain the
circumstances when the general principle does not apply.
The principle of legal personality means that a company is a separate legal entity from the people
behind it. It is not a mere extension of its directors, investors, shareholders or employees.
This was pronounced in the old case of Salomon v Salomon and Company (1897) wherein the
House of Lords held that the company is a different person altogether from the subscribers to the
memorandum and is not in law the agent of the subscribers or trustees for them.
The company can sue or be sued on its own with its liabilities and if liquidated, shareholders only
loose to the extent of their investment. Because of these advantages, some individuals may
notoriously use the company as their agent to conduct the affairs of a company in a reckless manner
and seek refuge behind the distinct legal personality of the company. For instance, the case of
Gilford Motors Ltd v Horne Ltd.
Fraudulent intent can be saddled with personal liability for all debts and liabilities attaching to the
company as a result of that person’s mischievous conduct. The court of law will pierce the
corporate veil whenever there is fraud. It is also related to in company law [24:03] section 13.
Agency situation where the court considers a company as an agent of another. As in the case of
Smith, Stone and Night vs Birmingham corporation.
State interest can cause the veil to be Pierced. This can happen when the majority shareholder is
from a state that is an enemy to the state where there is the incorporation. As the case of Daimler
Co. Ltd vs Continental Rubber and Tyre Co (Great Britain). Where one firm could not pay the
other after outbreak of water.
REFERENCES
Macheka A(2020)., ALTERATION OF MEMORANDUM IN ., M&J consultant., accessed from
https://mjconsultants.co.zw/2020/03/09/alteration-of memorandum-in-zimbabwe/. Accessed on
November 13, 2021

Mutevedzi J., Ncube N(2021)., Understanding legal ., The Sunday Mail., accessed from
https://www.google.com/amp/s/www.sundaymail.co.zw/understanding legal-personality/amp.
Accessed on November 13, 2021

Veritas., Companies Act., Chapter 24:03. Accessed on November 13, 2021