Section 71(1) Despite anything to the contrary in a company’s Memorandum of Incorporation or rules, or any agreement between a company and a director, or between any shareholders and a director, a director may be removed by an ordinary resolution adopted at a shareholders meeting by the persons entitled to exercise voting rights in an [...]
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RSS feed for this sectionThe Binding Effect Of A Company’s Moi
In terms of section 15(6) a company’s MOI and any Rules of the company are binding: between the company and each shareholder; between or among the shareholders of the company; and between the company and each director or prescribed officer of the company or any other person serving the company as a member of a [...]
New Definition of a Share
“The Taxation Laws Amendment Act, No 24 of 2011, added the definition of ‘share’ to section 1 of the Income Tax Act, No 58 of 1962,” says Heinrich Louw, an Associate in the Tax Practice at Cliffe Dekker Hofmeyr in a recent article. “With effect from 1 April 2012, a share was therefore defined as [...]
Naming Conventions Of The New Companies Act And The Moi
A company name may comprise one or more words in any language, irrespective of whether the word or words are commonly used or contrived for the purpose, together with any letters, numbers or punctuation marks, any of the following symbols: +, &, #, @, %, =, any other symbol permitted by the regulations or round [...]
The Different Ways Of Controlling The Power Of Directors To Issue Shares
There are different ways of controlling the power of directors to issue shares, as follows: exclude the Board’s power to increase the number of authorised shares so that the shareholders will have to resolve by special resolution to amend the number of authorised shares in the MOI. Subsequently, there will be no authorised but unissued [...]
The Importance of Director Election
In terms of section 66(4)(a)(i) a company’s MOI may provide for the direct appointment or removal of one or more directors, by any person who is named in or determined ito the MOI of that company. In terms of section 67(1) each incorporator of a company is a first director of the company and serves [...]
A Customised Memorandum of Incorporation: Why Your Company Needs One
What is the Memorandum of Incorporation? The MOI is defined as a document that sets out the rights and responsibilities of shareholders, directors and other within a company, and by which a company is incorporated in the Act, or by which a pre-existing company was structured and governed. All companies are required to have a [...]
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Why Convert your CC to a Private Company?
What is the current status of Close Corporations? “Since 1 May 2011 no new Close Corporations may be registered in South Africa,” advises Dr John Hendrikse, co-author of the Corporate Governance Handbook (Juta) and the Business Valuations Handbook (Butterworth). “The New Companies Act in conjunction with amendments to the Close Corporation Act, allows Close Corporations [...]