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

Companies Regulations, 2011

Chapter 2 : Formation, Administration and Dissolution of Companies

Part B : Incorporation and Legal Status of Companies

15. Memorandum of Incorporation

 

 

See section 13(1) and section 16

 

(1) If the incorporators of a company elect to use a standard form Memorandum of Incorporation, as contemplated in section 13 (1)(a)(i), to incorporate—
(a) a private company, that Memorandum of Incorporation may be in either the 'short form' CoR 15.1A, or the 'long form' CoR 15.1B;
(b) a profit company other than a private company, that Memorandum of Incorporation must be in Form CoR 15.1B; or
(c) a non-profit company—
(i) without members, that Memorandum of Incorporation may be in either the 'short form' CoR 15.1C, or the 'long form' CoR 15.1D; or
(ii) with members, that Memorandum of Incorporation must be in Form CoR15.1E.

 

(2) At any time after the incorporation of a company using Form CoR 15.1A in the case of a profit company, or CoR 15.1C in the case of a non-profit company, the company may substitute its Memorandum of Incorporation with a Memorandum of Incorporation in the Form CoR 15.1B, or 15.1D, respectively, by filing—
(a) a Notice of Amendment in Form CoR 15.2;
(b) a copy of the completed Memorandum of Incorporation in Form CoR 15.1B or CoR 15.1D, as applicable; and
(c) a copy of a special resolution of the company approving the new form of Memorandum of Incorporation

together with the appropriate filing fee, as set out in Table CR 2B.

 

(3) Within 10 business days after an amendment to a company's Memorandum of Incorporation has been effected in any manner contemplated in section 16 (1), the company must file a Notice of Amendment in Form CoR 15.2, together with—
(a) the relevant documents required by section 16 (7); and
(b) the fee set out in Table CR 2B, subject to any fee waiver provided for in the Act or these regulations.

 

(4) Within 10 business days after publishing a notice of alteration of its Memorandum of Incorporation, as contemplated in section 17 (1)(a), a company must file a Notice of Alteration in Form CoR 15.3, together with the fee set out in Table CR 1.

 

(5) A filed translation of a company's Memorandum of Incorporation must be accompanied by Form CoR 15.4, which must include the sworn statement required by section 17 (

4), together with the fee set out in Table CR 1.

 

(6) A consolidated revision of a company's Memorandum of Incorporation must be accompanied by Form CoR 15.5, which must include a sworn statement, or a statement by an attorney or notary, as required by section 17 (6), together with the fee set out in Table CR 1.

 

(7) A notice by the Commission requiring a company to file a consolidated revision of its Memorandum of Incorporation must be in Form CoR 15 .6.