ADMIN
Section 32, R8
Section 1
Name and registration number
Definitions please refer to Act Rules s15(3-5)
Change s16(8)
Board may make
MOI and rules S15, R16
Minimum information to be included in the MoI:
1) Details of the incorporation of the company (date, type of company) section 8
2) Alteration of the MOI section 16
3) Authorised shares, number and class section 36
4) Authority of the board to issue debt instruments
5) Shareholders rights
6) Shareholders meetings (notice, location, quorum, resolutions) section 60’s
7) Directors – composition, committees, meetings and compensation KING IV
Difference between alterable and unalterable provisions
Alterable provisions s1, s15(2)(a)(ii) Unalterable provisions s1
The Act make certain provisions/recommendations, The Act prescribes certain matters
but it may be changed by the MOI Cannot be changed by the MOI
I.e. the Act allows for the MOI to adjust certain S15(2)(a)(iii)
matters and even make it less strict Higher, greater, longer, onerous
E.g. Quorum for a meeting is 25% of voting rights,
but MOI can make it 30% OR 20%
Restrictive conditions s15(2)(b)
MOI can be changed (amended) by:
Changing the MOI can be proposed by:
s16, R15
➢The board; or ➢Court order; or
➢Shareholders (hold at least 10% of the ➢The board s6(3-4)
voting rights) ➢Special Shareholders Resolution (>75%)
➢Can be different in the MOI (alterable must APPROVE the change
provision) (unalterable)
Changes to the MOI must be filed at the CIPC
CIPC = Companies and Intellectual Property Commission
, S24 Form and standards of S24(3) Must maintain
company records
S24(1s) Written
S24(1b) 7 years
Company records
S25 Location
R22
S26 Access records
R24
S27 Financial year First not > 15 months
R25
S28 Accounting records Official language
R25
S29 Financial statements R27 Financial reporting standards
S30 Annual financial 6 months after year-end s30(1)
R28/29 statements
R27 Financial reporting standards
S33 Annual return
R30
First director
DIRECTORS s66
S67 Election(appointment)
Profit companies s68
Record of directors Compensation s66(8-9)
s24(3)(b), s24(5), R23 Disclosure s30(4-6)
Ineligibility and Disqualification of a person from being a director s69, R39
A person who is ineligible or disqualified must not be appointed, elected, consent to be, or act as
a director.
A person is ineligible if the person: A person is disqualified if the person:
1. Prohibited/declared delinquent by the
1. Is a juristic person (company); or court;
2. Unemancipated minor; or 2. Prohibited in terms of any public regulation
3. Does not satisfy the qualifications set out 3. Is an un-rehabilitated insolvent;
in the MOI 4. Has been removed from an office of trust
due to misconduct or dishonesty*;
5. Has been convicted, and imprisoned
(without the option of a fine) for theft, fraud,
Applies to board forgery, perjury*.
committees
Auditor, secretary as well *A person who has been disqualified, will have the
disqualification lifted after 5 years, unless the court
S72(2)(a)(i) deems otherwise.
, Removal(dismissal) s71
Vacancies
Ordinary resolution
S70, R39 Cannot change in MOI to more than 50%
S65(8)
Board composition
The minimum number of directors for the different type of companies s66(2), R38
Private Company at least 1 director
Personal liability Company at least 1 director
Non-profit Company at least 3 directors
at least 3 directors AND an audit committee
Public Company
in some cases, a social and ethics committee as
well.
MOI may require a ↑ number (not ↓)
Committees s72, R43 Social and ethics committee R43 → entitled to s72(8)
Audit committee
1 director only s57(3)
Meetings s73 Other than meeting
s74
Call Electronic Notice s73(4)
Majority present
before vote may
Voting Minutes
be called
S73(5)(b)
See director’s actions
