Proprietary Company Registration and Governance

This assignment explores the process of registering a proprietary company named 'Morbid Proprietary (Pty) Company Ltd', delving into legal requirements and internal management structures. It examines sections 117, 134, 135, and 169 of the company's Act, highlighting their significance in establishing the company's constitution, share registers, and governance practices. A key element of the assignment is an extraordinary meeting notice outlining a resolution to amend the company's constitution by creating a class of preference shares.

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Company Law
Name:
Course
Professor’s name
University name
City, State
Date of submission

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Part 1
Introduction
Registration of a Proprietary Company
Registering a proprietary company requires the use of laws and regulations in its set up. For a
functional company to operate as its own independent legal body, it has to set its own
constitution and the articles and memorandum of association. These documents are aimed at
ensuring that the proprietary company runs as an independent and autonomous body (Mason,
2009).
The company’s name is Morbid Proprietary (Pty) Company Limited. It deals with gemstone
mining and will require a fully functional structure to help in its operations within and without.
The constitution guides its external operations while the memorandum and articles of association
helps in the internal management of the company. There are however several steps that must be
taken into consideration in order to register a proprietary company. These steps are informed by
the company’s Act in sections 117, 134, 135 and 169 respectively (Hannigan, 2016). During the
set-up, the proprietor(s) of the company must ensure that all the sections under company law are
adhered to. Other statutory bodies in the company that help in the management of the internal
affairs of the company are the audit department in the company and the Board of Directors.
Section 117 is divided into 6 sub-sections. They include;
Section 117(3) prescribes the copy of the constitution. If a company is to become a public
company it must have a constitution.

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Section 117(4) prescribed form. It states that the company registration must be in form of a
prescribed form.
Section 117(5) consents and agreements of registration of the company.
Section 117(60 it shows the strict liability offense
The section contains resolutions and agreements filled and also has the following; that
 The company must have a physical address in registration
 One of the directors should live in Australia, and
 A company secretary must live in Australia
Section 134/ 135 in a proprietary company registration involves its internal management.
Internal management is important as it brings both efficiency and effectiveness in the company
(DIGNAM, 2018).
Section 169 suggest that the company must share a register for each class of share
A proprietary company must maintain a register of its class of shares. The share register is
important as it;
 The prescribed date of the member entry, and
 Contains the address and the name of the member
 The number of shares held by each member
.

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PART 2
MOBID PROPRIETORY (PTY) COMPANY LTD
ACN 456 090 321
NOTICE OF EXTRAORDINARY MEETING
All shareholders are requested to read the following explanatory statement and fill a proxy form
if they are to be represented during the meeting.
Date of Meeting:
Monday , 12th April, 2018
Time of Meeting:
12:00 PM (AEDT)
Place of Meeting:
Mobid Towers (Company’s headquarters in Australia)
Swan Road Street, 2334
Perth, Australia.

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This notice of an extra ordinary general meeting for Mobid Pty Ltd should be read in its entirety
together with the explanatory statement. If the shareholders have any doubts in relation to the
vote and how the vote will be carried out, they should seek advice from any professional advisor
who has knowledge on this matter (Forde and Kennedy, n.d.).
NOTICE OF EXTRAORDINARY MEETING
We hereby give notice to shareholders of Mobid Proprietary (Pty) Company Ltd that an
extraordinary meeting will be held at the company’s headquarters located in Perth, Australia.
Mobid Towers (Company’s headquarters in Australia),Swan Road Street, 2334,Perth, Australia
on Monday , 12th April, 2018 at 12:00 PM (AEDT). (“Extraordinary General Meeting” or
“Meeting”)
AGENDA
The explanatory statement together with the proxy form that form part of this notice, will provide
a detailed description on the agenda of the meeting and all the matters that will be considered in
the meeting. We hereby request all shareholders to consider the explanation statement and the
proxy form in their entirety.
ORDINARY BUSINESS
Resolution1: Amending the company’s constitution to create a class of preference shares.
Shareholders will be asked to consider, and if they think is fit to pass this resolution as an
ordinary resolution.

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Explain the justification for Section 254(A)
A notice of 21 days or more is given as required in section 254(A) to shareholders to amend the
company’s constitution. An extraordinary meeting is convened and the company’s objects must
be given in writing to:
 All the company’s shareholders
 Debenture holders to all debenture holders whose names are at the time of posting known
to the company.
PROXY FORM
How to vote on Items of Business
The vote will be done in accordance with your direction as the shareholder.
Appointment of a proxy
The appointed proxy will represent 100% of your holding , he can also choose to abstain by not
marking the boxes on the items below (Forde and Kennedy, n.d.).
Attending the meeting
Bring this form to the meeting to assist in registration.
Appoint a proxy on your behalf
I being a member of Intercom Communication Pty Ltd hereby appoint
________________________________________ as a proxy. Signature___________

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Items of business
Resolution 1: amending the constitution to create a class of preference shares
For Against Abstain
Signature of security holder
Individual or shareholder 1 Shareholder 2 Shareholder 3
Contact name ___________
Telephone_____________
Date ___________________

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References
DIGNAM, A. (2018). COMPANY LAW. [S.l.]: OXFORD UNIV PRESS.
Forde, M. and Kennedy, H. (n.d.). Company law.
French, D., Mayson, S. and Ryan, C. (n.d.). Mayson, French and Ryan on company law.
Hannigan, B. (2016). Company law. Oxford: Oxford University Press.