1 Mandla and Suzan want to incorporate a company called Uniq Ltd. Briefly explain the steps that would need to be taken in order to incorporate the company.

Question 1.1 (6) Step 1: Obtain name reservation for "Uniq Ltd". Submit Form CoR 9.4 to the Companies and Intellectual Property Commission (CIPC) online or manually, together with the prescribed fee. Step 2: Prepare the Memorandum of Incorporation (MOI). Use the standard form MOI (submit Form CoR 15.1C) or a customised MOI. Step 3: Obtain consent from at least one person to act as first director(s) by completing and signing Form CoR 39. Step 4: Complete Form CoR 14.1 (Notice of Incorporation of Company). Step 5: Gather supporting documents: Certified copies of ID or passport of incorporator(s) and director(s), proof of directors' residential addresses, and certified copies of CoR 39 and name reservation. Step 6: Submit all documents to CIPC and pay the incorporation fee. Upon approval, CIPC issues Form CoR 14.3 (Certificate of Incorporation), and Uniq Ltd comes into existence. Question 1.2 (4) Susan will be held personally liable for the pre-incorporation contract for the office building if Uniq Ltd is not registered, under section 21 of the Companies Act 71 of 2008, in the following conditions: Step 1: The contract qualifies as a "pre-incorporation contract" - entered into by Susan purporting to act on behalf of Uniq Ltd when it did not yet exist (s 21(1)). Step 2: Susan is a party to the contract (s 21(2)(a)). Step 3: Susan purports to enter into the contract on behalf of Uniq Ltd (s 21(2)(b)). Step 4: Uniq Ltd does not ratify the contract within three months after incorporation, or Susan is not absolved by agreement (s 21(5) and (3)). Question 2 (10) Step 1: Identify the nature of the close corporation (CC). Babet, Baba and Malta established a CC specialising in various types of immovable property (real estate). Step 2: Examine the members' association agreement. It details specific rules and regulations, including that no member is responsible or able to bind the CC for services outside their particular specialties. Step 3: Consider Baba's action. Baba, acting on behalf of the CC, entered into a contract to sell cars, which falls outside the scope of the CC's operations (immovable property) and Baba's specialty. Step 4: Apply section 42 of the Close Corporations Act 69 of 1984. Section 42(1) provides that an act by a member binds the CC only if performed by the member acting within the scope of the CC's business or with the authority of the majority of members. Step 5: Consider internal restrictions. The association agreement restricts members to their specialties, making the car sales contract ultra vires the CC's business. Step 6: Third party protection. Under the common law principle (applied to CCs via s 20(1)), third parties are protected by the "indoor management rule" if they had no knowledge of the limitation and the act appeared authorised. However, since the CC specialises in immovable property, selling cars lacks apparent authority. Step 7: Relevant case law - Hencker v Papenfus 1983 (3) SA 919 (T): A member's act outside the CC's known business scope does not bind the CC, as third parties cannot reasonably assume authority for unrelated transactions. Step 8: Conclusion from Act and case law. The CC will not be bound by the contract, as it falls outside the scope of operations specified in the association agreement and lacks apparent authority. The close corporation will not be bound by the contract.