Pre-Existing Companies on the Adoption of a New Memorandum of Incorporation (MOI) – The New Companies Act of 2008 now in force.
If you require assistance contact Karen. This can be done at a reasonable fee!
Due to the uncertainty surrounding the new MOI and the teething problems that CIPC experienced last year, companies initially held replacing their Memorandum and Articles with the new MOI.
However:
- The New Companies Act, 2008 requires that existing companies bring their Memorandum and Articles of Association in line with the new Act by May 2013.
- By Adopting the new MOI, many companies will also avoid the need to prepare audited financial statements (private Companies who do not bring their MOI into line with the new act remain subject to a full audit).
- As from May 2013, the Commission will begin issuing compliance notices to companies who have not yet registered their new MOI.
It is therefore recommended that all companies change their Memorandum and Articles to be in line with the new requirements as soon as possible to avoid the rush with CIPC in March and April next year.
Most private companies will want to use the short MOI which will be suitable for:
- Companies where shareholders and directors are the same.
- Companies where there are no separate shareholders agreements.
- Subsidiaries who have the same or similar directors as the holding company.
- Companies where the relationship between shareholders and directors is such that there is no need for the shareholders to exercise control over the directors.
- Companies that want their directors to utilise their powers to make rules relating to the governance of the company.