INTRODUCTION Shareholder information 1.1 The Memorandum of Incorporation … Restriction of Transfer of Land 14 - 15 13. : 1979/003231/06 . Notice of Amendment of Memorandum of Incorporation – Form CoR 15.2. Category: Free Legal Documents. REVISED RELATED PARTY ACQUISITION, RIGHTS OFFER AND AMENDMENT OF MEMORANDUM OF INCORPORATION 1. united states securities and exchange commission washington, dc 20549 form 6-k report of foreign private issuer pursuant to rule 13a-16 or 15d-16 of Republic of South Africa Companies Act, No 71 of 2008, as amended MEMORANDUM OF INCORPORATION FOR A PUBLIC COMPANY Name of company: SIBANYE GOLD LIMITED Registration Number:2002/031431/06 This Memorandum of Incorporation (“MOI”) was adopted by Special Resolution passed on 24 May 2016, a copy of which was Filed, together with the notice of amendment… Such an amendment seeks to clarify the issue many practitioners have faced and been divided on in respect to the definition of ‘file’ in the Companies Act. It will thus be clear that the CIPC has 10 business days after receipt of the notice of amendment to accept or reject the notice of amendment. Explanatory Guide to the Companies Act 71 of 2008. 10. One of the proposed amendments the Bill introduces is the amendment to section 16 of the Companies Act, specifically the effective date of the amendment of a company’s memorandum of incorporation (“MOI”). 38! 1. Download Free. The full MOI document has been made available on SAMRO’s portal and can be accessed by clicking here. This MOI was adopted by Special Resolution passed on30 November 2012 in substitution for the existing memorandum of incorporation … 4.5 The Board or a person authorised by the Board may alter the … 1.1 In this Memorandum of Incorporation, unless the context clearly indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear … Memorandum of Incorporation of (Insert Name of Company ) _____ which is a private company, has at least _____ director(s) and _____ alternate director(s), is authorised to issue no more than_____ shares of a single class of shares as described in Article 2, and is referred to in the rest of this Memorandum of Incorporation as “the Company”. 3. This guide is intended to serve as a guideline to the drafting of a new MOI as required by the Act (read together with the Companies Amendment … The most important document governing a company is the Memorandum of Incorporation (MOI). Memorandum of Incorporation. This guide is intended to serve as a guideline to the drafting of a new MOI as required by the Act (read together with the Companies Amendment Act and Companies Regulations). MFA NPC Memorandum of Incorporation 16/01/2020 8 remedies of any other person in terms of this MOI or otherwise, the Board shall expeditiously: 4.3.1 assess that amendment to the Companies Act and/or that inconsistency or contravention; 4.3.2 obtain reasoned written external legal opinion if the Board deems it necessary The Memorandum of Incorporation ( MOI ) is the sole governing document of a company in South Africa. This article serves as the first of five instalments dedicated to addressing the five most significant amendments proposed by the Bill and the writer’s comments thereon. A Memorandum of Incorporation is a document that spells out the rights, responsibilities, and duties of the directors, shareholders and other important personalities in a particular organisation. 31.4 Prior to the holding of any meeting of Shareholders at which the remuneration of the Directors shall be determined, the Company shall appoint an accounting firm or merchant bank to make a recommendation on the remuneration of the Directors, which recommendation … Memorandum of Incorporation; 1.2.5 in any instance where there is a conflict between a provision (be it expressed, implied or tacit) of this Memorandum of Incorporation and – 1.2.5.1 a provision of any Shareholders Agreement, the provision of this Memorandum of Incorporation … An MOI … Amendment of Memorandum of Incorporation (MOI) The MOI is regarded as the Constitution of the organisation and members have the opportunity to amend the document with adequate and lawful inputs. Obligation of Members to Pay Levies 11 - 14 12. INTERPRETATION In this MOI, - 1.1. words that are defined in … Article 2 – Members and Directors of the HOA 9 9. INTERPRETATION 1.1. Under this old act there were two documents known as the M&A: 1. The Act gives companies a two year “transitional” or “grace” period – in which to comply with the new Act. Memorandum of Incorporation is silent on a matter, the Act should be consulted. Memorandum of Incorporation shall prevail to the extent of the conflict; 1.2.3.2 an alterable or elective provision of the Act, the provision of this Memorandum of Incorporation shall prevail to the extent of the conflict; and 1.2.3.3 an unalterable or non-elective provision of the Act, the unalterable or Environmental Health & Safety, Carmen McKinlay, South African Government COVID-19 Resource Portal. ANNEXURE A: MEMORANDUM OF INCORPORATION AMENDMENT. If an amendment to this Memorandum has the effect of substituting this Memorandum with a new memorandum, the changes required also apply to the filing of the Amendment. One of the proposed amendments the Bill introduces is the amendment to section 16 of the Companies Act, specifically the effective date of the amendment of a company's memorandum of incorporation ("MOI"). can be done via an amendment in MOA. AMENDMENT OF MEMORANDUNM OF INCORPORATION ..... 37! Such an amendment seeks to clarify the issue many practitioners have faced and been divided on in respect to the definition of 'file' in the Companies Act. specify, by way of an amendment to this Memorandum, the terms on which and the manner in which any such preference shares shall be redeemed. One of the proposed amendments the Bill introduces is the amendment to section 16 of the Companies Act, specifically the effective date of the amendment of a company's memorandum of incorporation (" … File a Notice of Amendment of its Memorandum of Incorporation that sets out the changes effected by the board; or at any other time, In respect of profit companies, when a special resolution to amend it was proposed by the board of the company or shareholders entitled to exercise at least 10% of voting rights and such proposal was adopted at a shareholders meeting. Making changes to your company - passing resolutions, changing addesses and where your records are kept, your company name and type, directors' and secretaries' details, share structure, constitution MEMORANDUM OF INCORPORATION Name of company: Sasol Limited. The Memorandum of Association which was the founding document of a company. Notice of Amendment to the Memorandum of Incorporation (Draft of proposed amendment may be lodged for vetting purposes) Payment of a filing fee, unless it is the first such filing by a pre-existing … Explanatory … INTRODUCTION Shareholder information 1.1 The Memorandum of Incorporation in the prescribed form contemplated in section 13(1)(a)(i) of the Act shall not apply to the Company. The Memorandum of Incorporation is registered with CIPC (The Corporate and Intellectual Property Commission) when the Company is registered. Memorandum of Incorporation; 1.2.3 in any instance where there is a conflict between a provision (be it expressed, implied or tacit) of this Memorandum of Incorporation and – 1.2.3.1 a provision of any agreement between Shareholders as contemplated in section 15(7) of the Act, the provision of this Memorandum of Incorporation shall prevail to A company may … 1 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Memorandum of Incorporation, unless clearly inconsistent with or otherwise indicated by the context - 1.1.1 "Act" means the Companies Act, No. Registration No. This document can also be found in Memorandums and Articles of Association Folder, in the Amending Company Constitution Subfolder as well as in Company Secretary and Administration Folder, in the Role and Appointment of a Company Secretary Subfolder, entitled Shareholders’ Special Resolution - Amendment to Memorandum of Association. Description Standard CIPC form to be used when notifying CIPC of amendments to a company’s MOI. One of the proposed amendments the Bill introduces is the amendment to section 16 of the Companies Act, specifically the effective date of the amendment of a company’s memorandum of … 39 AMENDMENT TO MEMORANDUM.....45 40 COMPANY RULES.....45 . Amendment of Memorandum of Incorporation (MOI) The MOI is regarded as the Constitution of the organisation and members have the opportunity to amend the document with adequate and lawful … The Companies Amendment Bill (2018): when does an amendment to a memorandum of incorporation take place? Memorandum of Association is a legal document of the company prepared at the time of incorporation of the company with an option to carry out alteration of memorandum of association as and when required to define the various clauses as per Schedule I under the Companies Act. The amendment will take effect in terms of … PART 1: INTRODUCTION 1. R 0.00. Based on the proposed amendment, drafting of any conditions precedents in transaction documents, in so far as the effective date of the MOI, needs to be considered and attention as to the time lines taken cognisance of. The full MOI document has been made available on SAMRO’s portal and can be … Bodies Corporate within the HOA 8 8. The Act requires all companies to convert their existing Memorandum and Articles of Association to a Memorandum of Incorporation (MOI). the memorandum of incorporation of the Company, as amended from time to time; “MOI Amendments” the amendments proposed to the current MOI in order to amend certain terms of the Class D, Class E, … The Memorandum of Incorporation was introduced in 2008 and has replaced previous legislation that was under the Companies Act, No 61 of 1973 (‘the old Act’). Accreditation of Estate Agents 15 14. Your input can be submitted by email to the Company Secretary at secretary@samro.org.za. The proposed amendment states that the amendment of a company’s MOI will take effect 10 business days after the receipt of the notice of amendment, if the Companies and Intellectual Property Commission (“CIPC”) after the expiry of the 10 business days has (i) not endorsed the notice of amendment; or (ii) failed to deliver a rejection of the notice of amendment to the company with reasons. This document can also be found in Memorandums and Articles of Association Folder, in the Amending Company Constitution Subfolder as well as in Company Secretary and Administration Folder, in the Role and Appointment of a Company Secretary Subfolder, entitled Shareholders’ Special Resolution - Amendment to Memorandum … A memo or “Memorandum of Incorporation” or “MOI” sets out the rights, duties and responsibilities of shareholders, directors and others. Registration No. Rights and Obligations of Members 9 - 11 11. This must be done within 15 days of the amendment. Notice of Amendment of Memorandum of Incorporation – Form CoR 15.2 . MFA NPC Memorandum of Incorporation 16/01/2020 8 remedies of any other person in terms of this MOI or otherwise, the Board shall expeditiously: 4.3.1 assess that amendment to the Companies Act and/or … The Memorandum of Incorporation replaces the previous Articles and Memorandum of Association. You will need your username and password to login to the portal to access the MOI file located under the 'My Documents' section. The Memorandum of Incorporation is defined as a document that sets out the rights, duties and responsibilities of shareholders, directors and others within a company, and by which a … Alteration or Amendment of Memorandum of Incorporation 8 7. The writer believes the different schools of thought over when an amendment to a company’s MOI takes effect will be resolved by the proposed amendment and provides much needed clarity as to the exact timing of a company’s amendment to its MOI. Directors 16 15. ANNEXURE A: MEMORANDUM OF INCORPORATION AMENDMENT. MEMORANDUM OF INCORPORATION FOR A NON PROFIT COMPANY WITH MEMBERS Name of company: ... 4.4 The Board shall ensure that a copy of any amendments that have been made to the MOI have been provided to the Commissioner for the South African Revenue Service within 30 (thirty) days of having effected such amendments. Category: Free Legal Documents. The deadline for submitting recommended changes to the MOI is 08 November 2019. To remove entrenched provisions from the articles of an existing company, you must notify Companies House on Form CC02. The Bill proposes a number of amendments to the Companies Act, 2008 (the “Companies Act”) in order to align the Companies Act with global trends and to close loopholes identified during the implementation phase of the Companies Act. Now, a Notice of Incorporation must be completed, and a Memorandum of Incorporation (MOI) registered before any organisation can be registered. Moreover, an emphasis is placed on this document so that if it is not composed or if the contents do not align according to the Act, no registration would take effect, hence, the need to get the process right before you start off. Notice of Amendment of Memorandum of Incorporation – Form CoR 15.2. The MOI sets out the rules governing the conduct of the company, as specified by its owners. : 1979/003231/06 This MOI was adopted by Special Resolution passed on 30 November 2012 in substitution for the existing memorandum of incorporation of the Company. A special resolution is required to amend the company's MOI if the amendment is proposed by the board of directors or shareholders entitles to exercise at least 10% of the voting rights that may be exercised … Article 2 – Members and Directors of the HOA 9 9. The Companies Act imposes certain specific requirements on the content of a Memorandum of Incorporation… AMENDMENT OF THIS MEMORANDUM OF INCORPORATION As is contemplated in sections 16(2)and 16(3) of the 2008 Act, the Board may, in its absolute discretion, adopt a resolution to amend any or all … In fact, we refer to … The amendment will take effect in terms of section 16(9)(b)(i) of the Companies Act on the date and time at which the notice of amendment is filed with the Commission. this Memorandum of Incorporation, or - 7 - Amended at an HOA AGM held on 31/01/2019 Lodged with CPIC on 14/02/2019 Amendments Registered with CPIC on 04/03/2019 This memorandum of incorporation was adopted by special resolution passed on 8 February 2013 and amended by Special Resolution passed on [insert date]. Any change in terms of memorandum of association such as change in authorised capital, change in object, change in name of the company, etc. Membership 9 10. Bodies Corporate within the HOA 8 8. : 1979/003231/06 . Description Standard CIPC form to be used when notifying CIPC of amendments … You are hereby invited to give your valuable input into the amendment of the Memorandum of Incorporation (MOI) of SAMRO NPC. Changes upon incorporation: Companies House Form IN01; Amending the articles after incorporation: Form CC01. R 0.00. Memorandum of incorporation and Company Rules (1) This MOI of the Company may be altered or amended only: (a) in compliance with a court order to be effected by a resolution of the Company’s Board; The Memorandum of Incorporation is the single most important document of a Company as this document will set out how the Company will be put together (shareholders, name, financial information and also the rules of the Company). Articles of Association to a Memorandum of Incorporation (MOI). 2 1. MEMORANDUM OF INCORPORATION Name of company: Sasol Limited. 2. The MOI is regarded as the Constitution of the organisation and members have the opportunity to amend the document with adequate and lawful inputs. AfroCentric INTEGRATED ANNUAL REPORT 2016 119 1. The Memorandum of Incorporation is defined as a document that sets out the rights, duties and responsibilities of shareholders, directors and others within a company, and by which a company is incorporated in the Act or a pre-existing company was structured before the date that the Act comes … The Racing Association NPC: Memorandum of Incorporation Companies and Intellectual Property Commission Republic of South Africa MEMORANDUM OF INCORPORATION OF THE RACING ASSOCIATION NPC (Registration number: 1997/019092/08) (“the Company”) A Non-Profit Company The amendments to this Memorandum of Incorporation were approved in terms of special resolutions … It is interesting to note from the proposed amendment that simple rejection of the notice of amendment is not enough, the CIPC must supplement the rejection with reasons. vi) If the amendment to this Memorandum has altered this Memorandum, the Company must submit a copy of … With the new Companies Act of 2008, there is no longer a need both the Memorandum of Incorporation … How to remove entrenched provisions. Related products. So if the CIPC does not respond to the notice of amendment within 10 business days, it will be deemed that the MOI amendment is effective and the CIPC will be precluded from rejecting the MOI amendment after the 10 business days has elapsed (even if material grounds exist to do so). Download Free. 1 As amended by special resolutions on 21 November 2014,and on 25 November 2016and [17November 2017] 2 . Introduction On 10 October 2019, it was announced by MRI on the Securities Exchange News Service that it had entered into a share purchase agreement with the shareholders of Langpan Mining Co Proprietary Limited (“Langpan”) (“the Vendors”) in terms of which the Vendors will … ALTERATION OF SHARES 10.1 Any amendment to this Memorandum … 1 1 As amended by special resolution on 21 November 2014. This MOI was adopted by Special Resolution passed on30 November 2012 in substitution for the existing memorandum of incorporation of the Company. MEMORANDUM OF INCORPORATION Name of company: Sasol Limited Registration No. This memorandum of incorporation was adopted by special resolution passed on 8 February 2013 and amended by Special Resolution passed on [insert date]. 1.11 To the extent that any provisions of this Memorandum of Incorporationare based on any unalterable provisions of the Act or the Regulations and any of these provisions are amended, the Directors are authorised to amend this Memorandum of Incorporation… What is a MOI? As amended … 1.2 This Memorandum does not: 1.2.1 contain any restrictive conditions contemplated in section 15(2)(b) … The Minister of Trade and Industry published the Companies Amendment Bill, 2018 (the “Bill”) for public comment on 21 September 2018. Proposed amendments in the Bill that may impact on M&A transactions include amendments to: Section 16 (Amending Memorandum of Incorporation) Section 38A (Validation of irregular creation, allotment or issuing of shares) Section 48 (Company or subsidiary acquiring company's shares) Section 118 (Application of Part B, Part C and Takeover Regulations) The first prescribed format, made in The Joint Stock Companies Act, 1856, were called ‘Table B’, because they were preceded by a form of Memorandum of Association called ‘Form A’. Download Free. Notice of Amendment of Memorandum of Incorporation – Form CoR 15.2. Membership 9 10. This Memorandum of Incorporation does not contain any restrictive conditions applicable to the Company as contemplated in section 15(2)(b) or (c) or prohibit the amendment of any particular … Alteration or Amendment of Memorandum of Incorporation 8 7. 71 of 2008, as amended, and includes all schedules to such Act; 1.1.2 "Board" means the board of Directors from time to time of … AfroCentric INTEGRATED ANNUAL REPORT 2016 119 1. Such a proposed amendment is welcomed.