Podcast
Questions and Answers
What must a non-profit association incorporated under section 21 include in its memorandum?
What must a non-profit association incorporated under section 21 include in its memorandum?
- A statement of its operational strategies
- Its object as provided in subsection (1)(b) (correct)
- The financial contributions of its members
- The names of its members
What is the implication of stating the objects of a company in its memorandum?
What is the implication of stating the objects of a company in its memorandum?
- It enhances the ability to claim damages from creditors.
- It restricts the capacity and powers of the company internally. (correct)
- It limits the company's external capabilities.
- It removes any liability from directors.
What can a company do after the commencement of the Act regarding its memorandum?
What can a company do after the commencement of the Act regarding its memorandum?
- Remove any objects stated in its memorandum by resolution. (correct)
- Alter its memorandum without a resolution.
- Add new directors without filing changes.
- Change its name without registration.
Under what condition can a company claim damages from a director or officer?
Under what condition can a company claim damages from a director or officer?
What does section 39 provide concerning the objects of a company?
What does section 39 provide concerning the objects of a company?
What should happen if a person deals with the company and is unaware of its stated objects?
What should happen if a person deals with the company and is unaware of its stated objects?
What does subsection (2) not limit regarding a company?
What does subsection (2) not limit regarding a company?
What type of objects can be explicitly excluded in a company's memorandum?
What type of objects can be explicitly excluded in a company's memorandum?
What does the term 'capacity' refer to in a legal setting?
What does the term 'capacity' refer to in a legal setting?
What does the doctrine of ultra vires imply?
What does the doctrine of ultra vires imply?
Who acts on behalf of a company due to its inability to perform legal transactions on its own?
Who acts on behalf of a company due to its inability to perform legal transactions on its own?
What significant change did the Companies Act 28 of 2004 introduce to the rules of capacity and representation in Namibia?
What significant change did the Companies Act 28 of 2004 introduce to the rules of capacity and representation in Namibia?
Which of the following accurately describes the principle of agency in company law?
Which of the following accurately describes the principle of agency in company law?
What is the consequence of a company acting outside its ultra vires capacity traditionally?
What is the consequence of a company acting outside its ultra vires capacity traditionally?
What challenges does the ultra vires doctrine present for companies?
What challenges does the ultra vires doctrine present for companies?
Why cannot normal rules of agency apply immutably to company law?
Why cannot normal rules of agency apply immutably to company law?
What is implied authority in the context of a company's representatives?
What is implied authority in the context of a company's representatives?
Which of the following persons typically has authority to bind a company in contracts?
Which of the following persons typically has authority to bind a company in contracts?
Which situation would likely NOT bind a company in a contract?
Which situation would likely NOT bind a company in a contract?
What must be proven to establish ostensible authority?
What must be proven to establish ostensible authority?
What does the Companies Act 28 of 2004 introduce regarding company dealings?
What does the Companies Act 28 of 2004 introduce regarding company dealings?
What effect did the Companies Act 28 of 2004 have on ultra vires actions?
What effect did the Companies Act 28 of 2004 have on ultra vires actions?
What can a company or its members do regarding a transaction outside its capacity?
What can a company or its members do regarding a transaction outside its capacity?
What does Section 60(a) of the Companies Act 28 of 2004 allow for a company's memorandum?
What does Section 60(a) of the Companies Act 28 of 2004 allow for a company's memorandum?
Under what condition can a special condition be changed according to Section 62(1)?
Under what condition can a special condition be changed according to Section 62(1)?
If a transaction contradicts a special condition, what is the implication according to Henochsberg?
If a transaction contradicts a special condition, what is the implication according to Henochsberg?
What can a company do if its capacity is limited in the memorandum?
What can a company do if its capacity is limited in the memorandum?
What was a key change introduced by the Companies Act 28 of 2004 regarding a company's legal capacity?
What was a key change introduced by the Companies Act 28 of 2004 regarding a company's legal capacity?
What is a possible outcome if a company does not adhere to a special condition in its memorandum?
What is a possible outcome if a company does not adhere to a special condition in its memorandum?
What does the term 'ultra vires' refer to in the context of a company's actions?
What does the term 'ultra vires' refer to in the context of a company's actions?
Under common law, what can directors be held responsible for if they proceed with an ultra vires decision?
Under common law, what can directors be held responsible for if they proceed with an ultra vires decision?
How has the relevance of the ultra vires doctrine changed with the introduction of the Companies Act 61 of 1973?
How has the relevance of the ultra vires doctrine changed with the introduction of the Companies Act 61 of 1973?
What primary change does Section 33 of the Companies Act 61 of 1973 provide regarding a company's capacity?
What primary change does Section 33 of the Companies Act 61 of 1973 provide regarding a company's capacity?
What does the internal implication of the ultra vires doctrine entail?
What does the internal implication of the ultra vires doctrine entail?
Which section of the Companies Act provides provisions for the capacity of companies?
Which section of the Companies Act provides provisions for the capacity of companies?
What must directors consider when deciding whether to engage in a transaction?
What must directors consider when deciding whether to engage in a transaction?
What are companies generally unable to do under ultra vires actions?
What are companies generally unable to do under ultra vires actions?
Flashcards are hidden until you start studying
Study Notes
Company Objects
- Company objects may be stated in the company's memorandum.
- Stating company objects restricts the capacity and powers of the company internally, unless the person dealing with the company had actual knowledge or ought to have known of the object limitations.
Ultra Vires Doctrine
- Ultra vires means “beyond / outside its powers”.
- Traditionally, if a company acted outside its capacity, that act was void.
- The Companies Act 61 of 1973 and the Companies Act 28 of 2004 have significantly changed the implications of the ultra vires doctrine.
- The Companies Act 28 of 2004 states that a company has full legal capacity, but it can limit its capacity by stating specific objects, exclusions, or qualifications.
- Under current law, a transaction outside a company's stated capacity is not void, but the company can restrain a director, agent, or officer from pursuing the transaction.
Representation of Companies
- A company acts through its shareholders, directors, and officers, who act on behalf of the company.
- A company must have the necessary capacity to perform juristic acts, and its representatives must be properly authorized to bind the company in respect of particular acts.
- Normal rules of agency may not always apply immutably to companies, leading to a distinctive branch of the law of agency for company law.
- The Companies Act 28 of 2004 introduced a new provision dealing specifically with dealings between a company and other persons.
- The board of directors, managing director, or chairperson are usually taken to have authority to bind the company.
- Other individuals, such as ordinary directors, branch managers, or secretaries, may not automatically have the authority to bind the company, and a third party cannot automatically assume they do.
- A third party contracting with a company through an individual other than the board, managing director, or chair, may not be able to assume that individual has the authority to bind the company.
Studying That Suits You
Use AI to generate personalized quizzes and flashcards to suit your learning preferences.
