Company Law

This is an area of law which has changed significantly in recent years. The old Memorandum and Articles of Association have been replaced by the Memorandum of Incorporation (“MOI”). Directors have been given more power than before, but also more responsibility. Directors need to be aware of their rights and responsibilities so that they minimise their risk of personal liability for reckless or negligent acts.

We are registered with the Companies and Intellectual Property Commission (CIPC) and, as we are well-versed in the 2008 Companies Act, can assist our clients with:

  • Reserving a new company name with CIPC;
  • Drawing and amending shareholders agreements to comply with the 2008 Companies Act and align them with the Company’s MOI
  • Preparing MOI’s and amending existing Memoranda and Articles of Association and MOI’s to comply with the 2008 Companies Act (for a number of reasons we do not recommend using the standard short form MOI)
  • Registering a new company (private company, non-profit company, personal liability company)
  • Amending a company’s registered office, directors/members, financial year-end, etc
  • Understanding the role and authority of directors and shareholders
  • Advice on other aspects of the Companies Act, 2008
  • Drawing resolutions authorising particular acts
  • Drawing sale of shares agreements

New close corporations cannot be formed. Existing close corporations are run like companies and we can assist with:

  • Conversions from a close corporation to a company
  • Drawing sale of member’s interest agreements
  • Drawing association agreements governing the relationship between members of a close corporation
  • Amending a close corporation’s details on CIPC