A ring-fenced company is a company whose MOI contains special conditions or prohibitions that prohibit the amendment of any particular provision of the MOI. Section 15(2)(b) and (c) allows a company’s powers to be restricted by informing the public that a company’s powers are either limited or restricted where a company’s name is followed by [...]
Archive | August, 2012
Regulated Versus Non-Regulated Company
It is important to note the difference between a Regulated and a Non-Regulated Company, in terms of the Companies Act, since it impacts on the Memorandum of Incorporation. In terms of Section 117 of the Act, a Regulated Company means a company to which sections 117-127, Chapter 5 of the Act and the Takeover Regulations [...]
Domesticated, External And Foreign Companies
A ‘domesticated company’ means a foreign company whose registration has been transferred to the Republic ito section 13(5)-(11) of the Act: A foreign company may apply the prescribed manner and form, accompanied by the prescribed application fee, to transfer its registration to the Republic from the foreign jurisdiction in which it is registered, and thereafter [...]
Conversion Of Par Value Shares To No Par Value Shares
Item 6 of Schedule 5 read with regulation 31 of the Companies Act of 2008, deal with the conversion of ordinary par value shares to no par value shares. There will be no disposal on conversion for the shareholders as contemplated in paragraph 11(1)(a) of the Eighth Schedule to the Income Tax Act, No 58 [...]
The 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 [...]
Recent Articles
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Removal of Directors
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 [...]