Chapter 2: Formation, Administration and Dissolution of Companies
Part B: Incorporation and legal status of companies
R15: Memorandum of Incorporation
- (1) If the incorporators of a company elect to use a standard form Memorandum of Incorporation, as contemplated in section 13 (1)(a)(i), to incorporate-
- (a) a private company, that Memorandum of Incorporation may be in either the 'short form' CoR 15.1A, or the 'long form' CoR 15.1B;
- (b) a profit company other than a private company, that Memorandum of Incorporation must be in Form CoR 15.1B; or
- (c) a non-profit company-
- (i) without members, that Memorandum of Incorporation may be in either the 'short form' CoR 15.1C, or the 'long form' CoR 15.1D; or
- (ii) with members, that Memorandum of Incorporation must be in Form CoR15.1E.
- (2) At any time after the incorporation of a company using Form CoR 15.1A in the case of a profit company, or CoR 15.1C in the case of a non-profit company, the company may substitute its Memorandum of Incorporation with a Memorandum of Incorporation in the Form CoR 15.1B, or 15.1D, respectively, by filing-
- (a) a Notice of Amendment in Form CoR 15.2;
- (b) a copy of the completed Memorandum of Incorporation in Form CoR 15.1B or CoR 15.1D, as applicable; and
- (c) a copy of a special resolution of the company approving the new form of Memorandum of Incorporation together with the appropriate filing fee, as set out in Table CR 2B.
- (3) Within 10 business days after an amendment to a company's Memorandum of Incorporation has been effected in any manner contemplated in section 16 (1), the company must file a Notice of Amendment in Form CoR 15.2, together with-
- (a) the relevant documents required by section 16 (7); and
- (b) the fee set out in Table CR 2B, subject to any fee waiver provided for in the Act or these regulations.
- (4) Within 10 business days after publishing a notice of alteration of its Memorandum of Incorporation, as contemplated in section 17 (1 )(a), a company must file a Notice of Alteration in Form CoR 15.3, together with the fee set out in Table CR 1.
- (5) A filed translation of a company's Memorandum of Incorporation must be accompanied by Form CoR 15.4, which must include the sworn statement required by section 17 ( 4), together with the fee set out in Table CR 1.
- (6) A consolidated revision of a company's Memorandum of Incorporation must be accompanied by Form CoR 15.5, which must include a sworn statement, or a statement by an attorney or notary, as required by section 17 (6), together with the fee set out in Table CR 1.
- (7) A notice by the Commission requiring a company to file a consolidated revision of its Memorandum of Incorporation must be in Form CoR 15 .6.
Related Regulations
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Related Forms
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