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MEMORANDUM OF INCORPORATION (MOI)

What is a MOI?

The Companies Act 71 of 2008 states that a MOI refers to a:

“document, as amended from time to time that sets out rights, duties and responsibilities of shareholders, directors and others within and in relation to a company, and other matters as contemplated in section 15 and by which”

  1. the company was incorporated under this Act, as contemplated in section 13;
  2. a pre-existing company was structured and governed before the later of the-
  1. effective date; or
  2. date it was converted to a company in terms of Schedule 2;
  1. a domesticated company is structured and governed.

What is the importance of an MOI?

In short, a MOI refers to a document that governs the company. It clearly defines the rules and regulations of the company and is binding on all parties involved in the company, including but not limited to the directors, the shareholders and all other employees or prescribed officers of the company.

The significance of a MOI is that a company cannot be registered without such a document. Thus, apart from the benefits that one can reap from having one in place, it is impossible to register a company without one.

What is addressed in a MOI?

Various areas can be addressed in a MOI, but generally, the following would be included:

  1. The detail of the Incorporators;
  2. The number of directors and alternate directors;
  3. Share capital;
  4. Powers and restrictions of the company;
  5. Meetings between directors and shareholders.

What can Burger Huyser Attorneys offer?

At Burger Huyser Attorneys, we carefully listen to the needs of the company and our clients, and advise them accordingly. We carefully explain the various provisions that can be altered, and prepare a unique MOI that will satisfy the demands and wishes of our clients, whilst ensuring that there are no conflicts between the MOI and the Companies Act.

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CONTACT OUR COMMERCIAL LAW ATTORNEYS TODAY.

Contact a commercial attorney at Burger Huyser Attorneys today as we have gained vast experience in dealing with these matters over the years. We pride ourselves on delivering and sharing our experience, passion and integrity to your advantage.

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