Common law Turquand
a recourse for a third party in circumstances where a third party wants to conclude a contract with the company (1) and there is an internal requirement:Turqund rule allows the third party to assume that the(1) internal requirement has been complied with provided she/he is acting in good faith.(1)
doctrine of constructive notice.
entails that the third parties who are concluding contracts with the company should be make sure that they know the contents of the MOI of the company to determine the capacity of the company, who has authority to conclude transactions for the company and whether there are any internal requirements in the MOI.
Utlra vires
means that transactions that are without or outside the scope of the company's objective or business are invalid.
ring fenced
s name must end with the abbreviation ('RF').
when is doctrine of constructive notice is partially applicable.
❖ Circumstances where there are restrictive conditions in the MOI and where the amendment of the restrictive conditions in the MOI is prohibited. ❖ Personal liability companies (current and past directors are personally liable for the debts or contracts that were contracted during their terms of office.
Amendment of the MOI
-The board of director or shareholders holding an aggregate of 10% or more of the shares in the company can propose an amendment-support of 75% or more of the voting rights of shareholders-The Notice of Amendment must be filed at the CIPC and this must be accompanied by the prescribe fee.-The date of amendment will be the later date between the acceptance of filing of amendment by the CIPC or date specified in the Notice of amendment
Company's capacity
what a company is able to do in the sphere of business.