If you are considering incorporating your business or forming an llc limited liability company, you either know or are realizing that the process involves certain steps. Download guide to the memorandum of incorporation book pdf free download link or read online here in pdf. A memorandum of incorporation is one of the key documents that needs to be decided on and agreed upon when setting up a business in south africa. A companys constitutional document which must be submitted to companies house before registration.
Final version of memorandum and amended and restated articles. Transitional arrangements and preexisting companys 4 3. The meanings of words in this memorandum of association are as defined in the. In this memorandum of incorporation, unless the context indicates otherwise. The memorandum of incorporation contained in form cor 15.
Articles of incorporation may only be one of the business requirements documents examples that you need to develop and file, but having this at hand can give you an easier time in ensuring that your corporation will be recognized. Form of articles california nonprofit public benefit corporation made possible through the support of the annenberg foundation about this form. Memorandum and amended and restated articles of incorporation of. Jun 05, 2015 the memorandum of incorporation moi is the sole governing document of a company in south africa. Starting a sole proprietorship only requires that you file a trade name if different from your own legal name. The objects for which the society is established, 4. If youre starting a limited liability company llc, you will file articles of organization and transmittal forms. The legal nature of the memorandum of incorporation. Amended and restated articles of incorporation of shanta gold limited the company 1. Memorandum of incorporation afrox south africa a member.
Contents notes on the guide to drafting a new memorandum of incorporation 2 1. Deliver means to deliver in the manner in which the company is entitled to give notice or deliver documents in accordance with clause 36 notices and. Articles of incorporation for churches documents and pdfs. How to file articles of incorporation for churches. Creating your own articles of incorporation can be tedious. Article 1 incorporation and nature of the company 4. The detailed procedure of filing the articles of incorporation of. Explanatory memorandum associations incorporation bill 2014 page 4 of 67 part 2 incorporation of association division 1 eligibility clause 4 associations eligible for incorporation clause 4 of the bill provides that, in order for an association to be eligible for incorporation, it must be formed or carried on for one or. In this memorandum of incorporation a a reference to a section by number refers to the corresponding section of the companies act, 2008. Review of memorandum of incorporation and shareholders.
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. Main objects to be pursued by the company on its incorporation. Similarly details about the term, power of management board and details about amendments to the articles of incorporation for churches are also discussed in it. Annual requirements for all business types include. The promoter of a company should perform the following functions for getting the company registered under the companies act. Kumba iron ore limited memorandum of incorporation 2017. One of these requirements is getting a memorandum of incorporation for your company.
Drafting of memorandum of association generally, the memorandum should contain the following parasclauses. Incorporation or registration of company stages functions. What is the purpose of a memorandum of incorporation. Articles of incorporation must contain pertinent information such as the firms name, street address, agent for service of process and the amount and type of stock to be issued. Republic of south africa companies act, 2008, as amended memorandum of. All documents are returned regular mail or you can provide a fedx or ups account number for express mail. Complete the name of the entity and the entity file number. Instructions for filing memorandums in support and similar documents when filing a memorandum in support, or a similar kind of document e. Memorandum of incorporation pty company registration. Memorandum of understanding between your organization and partnering organization for application to specific program, if necessary this memorandum of understanding mou establishes a type of partnership between your organization and partnering organization.
Read online guide to the memorandum of incorporation book pdf free download link book now. Definitions in this memorandum of incorporation, unless the context indicates otherwise. Company must file a notice of amendment of this memorandum of incorporation in accordance with section 167. Public counsels community development project has designed the attached form articles of incorporation for a california nonprofit public benefit corporation to assist. Jan 05, 2016 one of these requirements is getting a memorandum of incorporation for your company. To manufacture, produce, refine, process, formulate, mix or prepare, enrich, mine, import. A memorandum of incorporation moi is defined in the new act as an instrument. Under the companies act 2006, the memorandum states that the subscribers wish to form a company and have agreed to become members and, in the case of a company that is to have a share capital, to take at least one share each. The contribution from members is current requirement at the time of incorporation or call. Incorporation or registration of a company after promotion, the second stage in the formation of a company is the registration or incorporation. The moi sets out the rules governing the conduct of the company, as specified by its owners. Companies and intellectual property commission republic of south africa this form is prescribed by the minister of trade and industry in terms of section 223 of the companies act, 2008 act no. Memorandum of association and articles of association particulars contents certificates fresh certificate of.
Postincorporation requirements for all business types include. Memorandum of incorporation south africa below we discuss the merits of a memorandum of incorporation. Commission requires it to, must file a consolidated revision of its moi, as so altered. The act requires all companies to convert their existing memorandum and articles of association to a memorandum of incorporation moi.
Act shall mean the companies act 71 of 2008, as amended, consolidated or reenacted from time to time and includes all schedules to such act and the regulations. Sasol limited registration no 197900323106 this moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing memorandum of incorporation of the company. Company is entitled to give notice or deliver documents in accordance with section 42 and the. Some places constitution name is used in place of association. Once youve filled that in you can select whether you want your template as a pdf or a word document and it will be with you in moments. In this memorandum of incorporation, unless the context clearly indicates a contrary. Copies of memorandum and articles to be sent to members65 35 11.
File annual report with the state, if your state requires it, and pay necessary fees. Authorised operator eui or such other person as may for the time being be authorised under the regulation to operate an. 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. Ringfenced and personal liability companys doctrine of constructive notice 11. Publish notice of the incorporation or formation in local newspapers, if the state requires it. If you are in any doubt as to the action you should take, please consult your broker, csdp, attorney, accountant, banker or. This memorandum of incorporation moi was adopted by special resolution. Memorandum of incorporation approved agm 21 november 2015 memorandum of incorporation shall mean this memorandum of incorporation of the company and memorandum shall have a similar meaning.
Actually company or business memorandum is where business objectives or activities clauses are written clearly. Article 1 incorporation and nature of the company this memorandum of incorporation was adopted by the members of the company by special resolution, dated 20 september 2012. Normally each company has two parts 1 memorandum and 2 article of association. Companies that existed prior to 1 may 2011 the effective date, and which have. The companies act imposes certain specific requirements on the content of a memorandum of incorporation, as necessary to protect. Final version of memorandum and amended and restated. Names, addresses, occupations of the governors, council by the rules of the society, management of its affairs is entrusted.
I hereby certify that the said special resolution together with the copy of the memorandum of association as altered has this day been registered. Memorandum of incorporation this document is important and requires your immediate attention the definitions and interpretations commencing on page 7 of this circular apply mutatis mutandis throughout this circular. Delaware division of corporations 401 federal street suite. Instructions for filing memorandums in support and similar. By mark williams, director of operations, bizfilings. Definitions in these articles the following words shall bear the following meanings if not inconsistent with the subject or context. This is very important as public records can be used for auditing and investigation purposes. Articles of incorporation is a set of formal documents filed with a government body to legally document the creation of a corporation. A companys memorandum and articles of association have been replaced with a single document known as the memorandum of incorporation the two year transitional period granted under the new companies act, 2008 the act expires at the end of april 20. The schedules attached to this memorandum are part of the memorandum of incorporation.
Companies and intellectual property commission republic of. Memorandum of incorporation moi the most important document governing a company is the memorandum of incorporation moi. The company shall have power by special resolution to make provision in this memorandum of incorporation for any matter mentioned in section 157 of the law. There is some of the same information mentioned in both of these documents, making them quite easy to merge. The companies act imposes certain specific requirements on the content of a memorandum of incorporation. The memorandum acts as the face of the company to the market and public after its incorporation. Nov 21, 2015 memorandum of incorporation approved agm 21 november 2015 memorandum of incorporation shall mean this memorandum of incorporation of the company and memorandum shall have a similar meaning. Memorandum of incorporation sasol khanyisa fundco rf limited registration no. A memorandum of incorporation is a document that sets out the rights, duties and responsibilities of shareholders, directors and others within and in relation to a company and by which a company is incorporated under the act. Delaware division of corporations 401 federal street.
Articles of incorporation can help you set provisions that must be followed within the entirety of the corporation s existence. What must businesses do after the incorporation is complete. Enclosed please find a copy of the certificate of incorporation to be filed in accordance with the general corporation law of the state of delaware. Articles of incorporation are specifically for corporations. Memorandum of incorporation the company wishes to adopt a new moi to harmonise the companys constitutional documents with the provisions of the companies act, 71 of 2008 companies act, as amended and the jse limited listings requirements listings requirements. A memo or memorandum of incorporation or moi sets out the rights, duties and responsibilities of shareholders, directors and others. What types of business will be engaged are clearly written inside of. If you do not have the file number, you may leave it blank. Guide to the memorandum of incorporation pdf book manual.
With the new companies act of 2008, there is no longer a need both the memorandum of incorporation moi and the articles of associations. New rules relating to incorporation, registration and the moi in general 9 4. Articles of incorporation, once established, can be used as a reference about the details of the business. Articles of association describes the structure, functioning, and management of the company.
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 preexisting company was structured before the date that the act comes into operation. Ordinary general meeting held on 01082017 altered the provisions of its memorandum of association with respect to its objects and complied with the section 1 of the companies act, 20. Special resolution shall mean a decision supported by at least 75% seventyfivepresent of the voting members present and members. Memorandum and articles of association template free pdfword. This document is important and requires your immediate attention the definitions and interpretations commencing on page 7 of this circular apply mutatis mutandis throughout this circular. The detailed procedure of filing the articles of incorporation of a church varies from state to state. Important steps to take after business incorporation.
All books are in clear copy here, and all files are secure so dont worry about it. This memorandum of incorporation is in a form unique to the company, as contemplated in section 1aii of the act. The memorandum of incorporation moi is the sole governing document of a company in south africa. Memorandum of understanding between your organization and partnering organization for application to specific program, if necessary this memorandum of understanding mou establishes a type of partnership between your organization. You can file the memorandum in support as a separate document and therefore as a separate filing event that you link to a previously filed motion or 2. To register a company the required number of people must complete a notice of incorporation and register a memorandum of incorporation moi. What is the purpose of a memorandum of incorporation entire.
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