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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 2 : Formation, Administration and Dissolution of Companies

Part B : Incorporation and legal status of companies

17. Alterations, translations and consolidations of Memorandum of Incorporation

 

 

1) The board of a company, or an individual authorised by the board, may alter the company’s rules, or its Memorandum of Incorporation, in any manner necessary to correct a patent error in spelling, punctuation, reference, grammar or similar defect on the face of the document, by—
a) publishing a notice of the alteration, in any manner required or permitted by the Memorandum of Incorporation or the rules of the company; and
b) filing a notice of the alteration.

 

2) The Commission, or a director or shareholder of a company, may apply to the Companies Tribunal for an administrative order setting aside the notice of an alteration published in terms of subsection (1), only on the grounds that the alteration exceeds the authority to correct a patent error or defect, as contemplated in that subsection.

 

3) At any time, a company that has filed its Memorandum of Incorporation may file one or more translations of it, in any official language or languages of the Republic.

 

4) A translation of a company’s Memorandum of Incorporation must be accompanied by a sworn statement by the person who made the translation, stating that it is a true, accurate and complete translation of the Memorandum of Incorporation.

 

5) At any time after a company has filed its Memorandum of Incorporation, and subsequently filed one or more alterations or amendments to it—
a) the company may file a consolidated revision of its Memorandum of Incorporation, as so altered or amended; or
b) the Commission may require the company to file a consolidated revision of its Memorandum of Incorporation, as so altered or amended.

 

6) A consolidated revision of a company’s Memorandum of Incorporation must be accompanied by—
a) a sworn statement by a director of the company; or
b) a statement by an attorney or notary public,

stating that the consolidated revision is a true, accurate and complete representation of the company’s Memorandum of Incorporation, as altered and amended up to the date of the statement.