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What are the procedures and requirements when holding a shareholders meeting?

There are, broadly, two types of members’ meetings held by companies – the annual general meeting (AGM) and ordinary general meetings.

Entrepreneur

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Annual general meetings are usually held every financial year. The Companies Act 1973 prescribes certain matters which must be dealt with at the AGM (e.g. the review and discussion of the annual financial statements of the company for that financial year and appointment/removal of auditors).

Ordinary general meetings, on the other hand, are called for either by the members or by the directors for a specific purpose, provided that the members must be informed of the purpose for the meeting at a prescribed time prior to it being held.

The procedure in calling and holding members’ meetings is unique to each company. However, below is the typical procedure one would find in a company:

1.    Requisitioning of members meeting

The default position in the Act states that any two or more members holding not less than 1/10th of the company’s issued share capital may requisition a members’ meeting. In most company’s Articles, the power to call members’ meeting is usually the exclusive right of the directors.

However, the Act protects the right of members to requisition a members’ meeting. Once requisitioned, the directors are obliged to call the meeting. The Act allows the Registrar of Company’s or the Court to call a members’ meeting in limited situations.

2.    Notice of meeting

Notice of the meeting must be given to members of the date, place and purpose of the members’ meeting.

The notice must be given at least 21 days (in the case of an annual general meeting or a meeting where a special resolution is to be decided on) or 14 days (in the case of an ordinary general meeting) prior to the proposed holding of the meeting.

Notice is usually sent to members’ by mail at their registered address with the company. However, the Act also allows the company to advertise notice of the members’ meeting in the Government Gazette or the appropriate newspapers.

The notice must contain all relevant details relating to the meeting including the time, place, purpose, resolutions to be tabled and all relevant background information/facts relating to such resolutions.

3.    Quorum and Adjournments

In order to conduct business at a members’ meeting, a minimum number of members must be present. This number is correctly called the quorum of members. Where a quorum is not present, the meeting is adjourned to a later time or date to allow for more members to attend.

If at the adjourned meeting a quorum is still not present, those members present will constitute a quorum. A meeting may also be adjourned if a simple majority of members present demand such meeting to be adjourned. Similarly, the chairman of the members’ meeting may adjourn the meeting in circumstances where the meeting cannot be effectively held.

However, if the meeting is adjourned by the chairman against the wishes of the members, the members are empowered to agree amongst themselves to appoint a new chairman, disregard the adjournment and continue the meeting.

If the members demand an adjournment, the chairman is obliged to adjourn the meeting and, no later than three days after the adjournment, rearrange the meeting for a day no sooner than seven days and not later than 21 days after the date of the meeting was originally held.

4.    Holding of and voting at the meeting

The members’ meeting is run by a chairman either elected specifically for that meeting, or appointed by the members to chair meetings in general.

The chairman will present the business to be discussed at the meeting. Once a matter is presented, any member wishing to voice his opinion on the matter must be heard at the meeting and it is the chairman’s obligation to ensure that such member is given an opportunity to be heard.

Once a matter has been presented and discussed, the members are required to vote on the resolution in respect of that matter. In terms of the Act, matters are, by default, decided by show of hands. If the matter is particularly sensitive, or the result of voting by hands cannot be easily determined, the matter can be referred to a poll or voting by secret ballot.

In order to be successfully passed, a resolution must be approved by a minimum number of shareholders. The default position is that ordinary resolutions must be passed by an ordinary majority of members (50% of members plus one member present and voting at the meeting) and special resolutions must be passed by a special majority of members (75% of members present and voting at the meeting).

After all matters have been discussed and the relevant resolutions have been voted on, the chairman will call a close to the meeting.

5.    Minutes and copies of special resolutions

The company is obliged to keep minutes of every members’ meeting in a minute book at the company’s registered address. This minute book must be open for inspection by members for at least two hours every day during business hours.

The company may not refuse any member access to the minute book. In addition, every special resolution passed by the company and the notice convening the meeting to discuss such resolution is required to be lodged with CIPRO within one month of being passed. Every member may, on application to CIPRO and on payment of a small fee, inspect any special resolution passed by the company and lodged with CIPRO.

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Starting a Business

What are the do’s and don’ts of securing an online domain name?

We asked Domains.co.za founder, Wayne Diamond, what the do’s and don’ts are when it comes to entrepreneurs registering domain names for their start-ups…

Wayne Diamond

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There’s that L-word again:

“Location, location, location”. It’s the make or break decision. Every estate agent and business owner cannot overemphasise the importance of this Critical Business Decision Number 2 (Number 1, of course, has to do with what you’re going to sell!).

Related: As a start-up, what are the most important areas I should be looking at?

 

Whatever business you’re in, being close to customers and convenient to business partners and suppliers is essential. That bricks-and-mortar wisdom is equally true in the world of online commerce. Having the right domain name and the right support for your online presence has emerged as a real driver of success.

Some figures put the scale of the opportunity into perspective: US e-commerce is predicted to reach $440 billion by 2017, showing a compound annual growth of 13.8%[1]. While the Internet economy is in its infancy in South Africa and Africa, it is growing strongly: research by World Wide Worx showed that consumers, small and medium businesses and government were already purchasing products and services worth R59 billion on the web three years ago.[2]

So how to secure the best and most profitable Internet real estate to make sure your business can ride the e-commerce wave?

It’s all in the name:

The first decision is what domain to use. One of the exciting developments is the launch of new Internet domain names, so it’s definitely no longer a choice of .com or .co.za. The proposed dotAfrica (.africa) geoTLD (geographic Top Level Domain) is one option that’s set to come online around the first quarter of next year, but what about the ZAdotCities domains of .joburg, .capetown or .durban? Domain names within these additional geoTLDs will be able to be snapped up by the public around November this year.

While .com remains a good choice for truly international businesses, choosing a domain name with some local flavour is probably going to work well for many companies.

The greater range of domain names also makes it more possible that you will be able to choose the right name for your business. When it comes to the more established domains, like .com or .co.za, chances are higher that the name you want has already been taken.

When it comes to that all-important name, received wisdom used to be that short was best, but the trend nowadays seems to have reversed—even phrases are now used. The key is to choose a name that is easily recognisable, that will stick in peoples’ minds and that describes the business well.

Perhaps a good example is the domain used by the writer of this article: www.domains.co.za is both a brand name and a name that perfectly describes the nature of the business. At just seven characters in length, “domains” is also an easy to spell, easy to remember word – keeping names under ten characters is guaranteed to help audience recall.

Something people will remember easily is absolutely vital.

Some companies use specific names for individual campaigns, but always make sure the business as a whole has its own web address.

Experience has shown that it’s probably worthwhile to register similar domain names to the one you choose, just to keep competitors from taking them in an effort to sow confusion.

My final advice: it’s always a good idea to use an ISPA (Internet Service Providers’ Association of SA) member to help you register the chosen address of your start-up. That way you’ll be sure that all the formalities are correct, and that the company you’re dealing with abides by ISPA’s code of conduct.

Finally, as there are already almost 950 000 .co.za domains registered, it’s a good idea to surf to www.domains.co.za and perform searches to see if the domain you would like is indeed available.

Related: Does the South African government award grants to franchisees?


[1] Chuck Jones, “Ecommerce is growing nicely while mcommerce is on a tear”, Forbes, 2 October 2013, available at http://mashable.com/2013/02/05/ecommerce-sales-top-1-trillion-worldwide/.

[2] “Internet 2% of SA economy”, 29 May 2012, available at http://www.worldwideworx.com/internet-2-of-sa-economy/.

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Starting a Business

How to protect your business idea when sending them to financial instituitons?

Signing an NDA, is it necessary?

Anton Ressel

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How can I protect my business idea before I submit my business plan to financial institutions and other agencies for help?

You have a few options:

Firstly, you can include a disclaimer as an introductory clause, saying that any and all information contained in the business plan and related documents remain the Intellectual Property of xxx (your name) and may not be reproduced, copied or used in any manner without express written consent. This is not legally binding, but usually enough.

Secondly, you could ask them to sign a non-disclosure agreement, which is more binding from a legal perspective. The downside of this is that it can come across as arrogant, especially from someone who is approaching us for help. Personally I refuse to sign any NDA from clients who approach me for help, it just smacks of mistrust and arrogance.

On a final note, good ideas always get copied. If you are that worried that your idea will be stolen, you may need to re-look at it and find ways to make it difficult to replicate, or better yet, make sure you are first to market.

Related: As a start-up, what are the most important areas I should be looking at?

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Starting a Business

Does the South African government award grants to franchisees?

In my experience, unless you as the entrepreneur have some ‘skin in the game’ and a reason to get up and make the business work every morning, it seldom will.

Anton Ressel

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I am considering purchasing a children’s education franchise and wanted to know if the government offers grants. The cost of the franchise is R 86 000. If so what are the criteria to qualify and how does one go about it?

Accessing grant funding for a franchise may prove challenging, unless that franchise is registered and accredited, in which case there is a fund that may consider it – see CNBC for more info.

Otherwise, you could look at www.investmentincentives.co.za and see if any of those sources of financing are of interest. It naturally depends on your own PDI (previously disadvantaged individual) status as many of these funds are focused on youth, women and PDI’s.

Finally, on an emotional level I would caution against going all out for grant funding and not loan finance. In my experience, unless you as the entrepreneur have some ‘skin in the game’ and a reason to get up and make the business work every morning, it seldom will.

 

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