Partnerships & Types of companies Flashcards
What are the essentials of a partnership?
1) Contract.
2) Under section 515; 2-20 members unless Minister approves to expend it.
3) Contribution, Common Stock, Joint benefit & Profit Sharing.
Types of partnerships and their features include?
1) Limited/ extra-ordinary: Sleeping agent/one partner with limited liability/can’t manage the co.
2) Ordinary/ General partnership: All partners are severally liable however have the right to participate in managing the co.
What are the rights and duties of partners?
Duties-
1) Good faith
2) NDA, NCA, no secret profit/ personal use of assets
3) Use power within limits
4) Abide by majority rule
Rights-
1) Profit & Power
2) Protection from 3rd party claims
3) Reimbursement
4) Exist/ Retire/ Access to info
6 differences betweeen a company and a partnership
1) Co has to be incorporated
Part has no legal personality
2) Co is limited in liability
Part is joint % severe in liability
3) Co must be registered
Part must be formed Informally
4) Co has perpetual succession
Part’s terminated(death, insolvency etc)
5) Co has max members of 25, CC is 5
Part is max 25(unless minister allows +)
6) Co has separation of ownership & control
Part has no separation
Types of limited liability company’s include?
1) Private (ltd)
2) Public (pty ltd)
3) Limited by guarantee
4) Close Company
What are the companies with share capital and their specifics?
a) Private:
1) Can’t issue shares and debentures due to not being listed on a stock exchange.
2) Have atleast 1 shareholder and 1 director
3) Is exempt from having an auditor and qualified secretary.
b) Public:
1) Can issue shares and debentures as its listed on a stock exchange
2) Have atleast 1 shareholder but 2 directors
3) Not exempt from having an auditor and qualified secretary
What are the companies without share capital and their specifics?
a) Limited by guarantee
1) Liability of members is limited by amount stated in the application of registration
2) No min/max of members.
3) A non-profit
b) Closed Company
1) 1-5 members with % interest determining control.
2) Natural persons only with artificials as representatives.
3) Can’t engage in banking and finance.
What’s needed for a company registration?
a) Reserve Co’s name-
1) Name’s shouldn’t be identical/close to a reserved name.
2) Not mislead the public.
3) Not associate with governmental orgs
b) Application of registration-
1) Use of prescribed forms.
2) Names and addressed of directors and cs.
3) In CC’s its memebers and their % interest.
