Introduction to the Memorandum of Incorporation.
All companies which existed before 1 May 2011 were required to lodge an amendment to their Memorandum and Articles of Association by no later than 1 May 2013 so as to make it consistent with the new Act (now referred to as the Memorandum of Incorporation or MOI).
Until 1 May 2013, if there was conflict between the Act and a provision of the old Memorandum and Articles, the latter will prevail. This in effect meant that the old Articles (where all companies required an audit) prevailed until 1 May 2013.
Under the New Companies Act, the MOI is the sole governing document of the company. It must be consistent with the Act, and is void to the extent that it contravenes or is inconsistent with the Act. The MOI is binding between Company and each shareholder, amongst shareholders, and between company and directors or offices.
Shareholders can enter into any other agreement with one another but if the agreement is inconsistent with the act or the MOI, it will be void to the extent of the inconsistency.
We have provided you with a Companies Act compliance dashboard and have included a summary of the alterable provisions which can be amended for your entity’s specific Memorandum of Incorporation.
Please contact our office as a matter of urgency should you wish for our office to provide you with the necessary assistance to convert your existing Articles of Association to the Memorandum of Incorporation and to provide you with any further assistance which may be highlighted on the dashboard.
Company Secretarial Dashboard
Guide to the Memorandum of Incorporation
Guide to Companies Act No 71 of 2008
Directors Guide 2011