FORMATION OF COMPANIES & THE

COMPANY CONSTITUTION

CORPORATE LAW

2008 ACT

• SIMPLIFIED REGISTRATION PROCESS• FILE MEMORANDUM OF INCORPORATION

THE INCORPORATORS

• Incorporators (founders) responsible for incorporating the company• One or more persons for profit company & three or more

for non profit [Sec 13(1)]

PROCEDURE

• Complete & sign MOI• File with CIPC• Notice of Incorporation• Notice of appointment of company secretary or auditor• Copy of MOI• Proof of payment of prescribed fee

WHAT IS THE MOI?

• It is the sole founding document of a company• It is the governing document of the company• Sets out the rights, duties & responsibilities of

shareholders and directors• Contains any special conditions relating to the company

REGISTRATION

• On registration CIPC issues Registration Certificate

COMPANY NAMES

• No longer necessary to reserve a name• Name can be words in any language or letters, numbers or

certain symbols• See sections 11 and 12 regarding names and prohibited

names

CONTENTS OF THE MOI

• Powers of the company

• Creation of rules

• Securities

• Shareholders meetings

• Composition of board and its powers

• Compensation of directors etc ……

AMENDING THE MOI

• Can be amended at any time by means of a special resolution• May be proposed by board or shareholder(s) holding at least 10%

of voting rights• May be adopted at meeting or submitted for written vote