[Article] Is your MOI in order?

[Blurock]

The deadline is 30 April 2013 to bring your shareholder agreement/s and your company’s “MOI” in line with the new Companies Act.

The old “Memorandum and Articles of Association” is now a “Memorandum of Incorporation” (MOI)

[Cheryl_Mac]

Read Practice note 1 of 2012: Position of the Pre-existing companies on the adoption of new MoI or the amendment of MoI. Ms Astrid Lundin stated that the recent Company Law Symposium that companies do not have to take any action regarding their MoI. If no action is taken the clauses in the MoI which are not consistent with the Companies Act are void. From the notice ".. it is not compulsory for any company to adopt a new MoI nor will the CIPC convert any existing MoI into a new MoI after 31 April 2013, the date on which the two year period expires. Every company must decide for itself whether it wants to amend its existing MoI or adopt a new MoI and every company should realise that after 30 April 2013 its existing MoI will continue to be of force and effect but only to the extent that its is not in conflict with the Act."

Companies should be aware that at the end of the transitional period, the shareholders agreement will no longer be able to override any provisions in the MoI.

[Dave A]

The main reason I've seen as to why many companies should seriously consider changing their MOI is to take advantage of the change in audit requirements between the old and new Acts.

When you get down to it, what other issues are broadly applicable and warrant changing?

[Blurock]

Companies should be aware that at the end of the transitional period, the shareholders agreement will no longer be able to override any provisions in the MoI.

Shareholders may be affected if there are any special conditions which will fall away if in conflict with the new companies act.

[Justloadit]

I would assume that any changes to the MOI, if in conflict with the new act would still be null and void, so care must be applied if any change is adopted.