Corporate capacity and authority of agents under the Botswana Companies Act 2003

The purpose of this paper is to examine the way in which the capacity of the company is to be determined and also how the law has been changed with regard to when the company acts beyond its capacity and where directors or other agents acts beyond their authority. Corporate capacity herein refers to the ability of a company to enter into a particular transaction with a third party and Authority on the other hand will refer to acts by individuals who purport to take decisions on behalf of the company. The effectiveness of the Act in addressing the capability of the company to contract will be critically analysed and so are the protections offered to shareholders, the company and in equal measure third parties dealing with the company. The paper will particularly analyse the two fundamental doctrines/rules relating to corporate capacity, namely the ultra vires doctrine and constructive notice. The Turquand rule, agency principles and constructive notice will be discussed in so far as they relate to authority of agents. A comparative analysis of the provisions of the Act on capacity and authority will be undertaken with reference to the South African Companies Act of 2008. The comparison is meant to assess the competitiveness and harmonization of the Act with those of other countries particularly in the SADC region, to foster regional Integration.

Grantor dc:publisher.institution

Department of Commercial Law

Year dc:date.issued

2014

Author dc:creator

• Baiketlile, Lindani

Advisor dc:contributor.advisor

• Jooste, Richard

Language dc:language.iso

eng

Handle dc:identifier.uri

http://hdl.handle.net/11427/9169

OAI identifier oai:identifier

oai:open.uct.ac.za:11427/9169