Company Law and Legal Persons
Company Law and Legal Persons
This domain tests how notaries act for companies, partnerships, trusts and other legal persons, and how authority is verified.
Core rules
- The Companies Act No. 7 of 2007 gives a company separate legal personality, limited liability and capacity to contract through its organs.
- Directors act collectively; a notary should see a board resolution or power of attorney authorising the signatory and confirm any restrictions in the articles.
- Share transfers, charges, debentures and powers of attorney require notarial attestation and, where applicable, registration and stamping.
- Partnerships, trusts and societies have separate governing instruments; the notary must check the deed of partnership, trust deed or rules.
Worked example
A director signs a deed of sale on behalf of a company. The notary checks the articles, a board resolution and the director's identity. If the articles require two directors or a company seal, a single director's signature is insufficient. The reasoning is that the company has capacity, but the individual's authority is not presumed merely from the title “director”; it must be established from the constitution and corporate authorisation.
Traps
Assuming any director can bind the company; ignoring the articles; missing registration of charges; accepting a deed from a struck-off company; and failing to verify beneficial ownership.