The new Companies Act requires all companies to amend their existing memorandum and articles of association – now called a “Memorandum of Incorporation” (MOI) – to comply with the new Act. This has to be done by 1 May 2013. The MOI must be sent to the Companies and Intellectual Property Commission (CIPC) accompanied by a special resolution approving the MOI. In the interim your existing articles and memorandum are regarded by the Companies Act as your “deemed” MOI. Your company is therefore still bound by them. Check whether your company is one of the many formed under the old Companies Act which used the standard “Table B” Articles of Association – if so this could be costly to you as:
- In terms of the new Companies Act, certain companies will not require an audit but Table B states that the company shall appoint an auditor – rather give your company the flexibility to choose audit or not according to your requirements.
- Most companies are not required to have an Annual General Meeting (AGM), but once again Table B prescribes that an AGM shall be held.
- Restrictions are placed on the sale of shares in Table B which may not be appropriate today.
For this reason, it is worth examining your current articles and memorandum to see if these restrictions are currently placed on you. If so, this is a good time to ask us for an opinion on issuing a new MOI – as we have seen the issues are not simple and expert advice is required. © DotNews, 2005-2012. This newsletter is a general information sheet and should not be used or relied on as legal or other professional advice. No liability can be accepted for any errors or omissions nor for any loss or damage arising from reliance upon any information herein. Always contact your legal adviser for specific and detailed advice.