GUIDE TO THE MEMORANDUM OF INCORPORATION

●●It may thus incorporate “restrictive conditions” applicable to the companyand any requirement for the amendment of any such condition. It mayprohibit the amendment of any particular provision of the MOI. In suchcases the Notice of Incorporation must clearly point this out, and alsoindicate the particular clause’s location in the MOI. The name of thecompany must have RF immediately following it (Ring fencing).All persons or the public are then regarded as having notice andknowledge of such a provision in the company’s MOI.4. RING-FENCED AND PERSONALLIABILITY COMPANY’S – DOCTRINE OFCONSTRUCTIVE NOTICE●●●●●●●●Under the previous Act the public was deemed to be fully acquainted withthe Memorandum and Articles of the company, and consequently anylimitation of powers of the directors – in other words they are deemed tohave “constructive notice” of the company’s public documents;A party contracting with a director who acts on behalf of the company,beyond the scope of his powers (acts ultra vires), cannot therefore statethat he did not have knowledge of the director’s lack of authority to act orlimitation;the company would not be bound by the contract, unless it chose to ratifyit (or unless the director fraudulently did not disclose his limitation);On implementation of the new Act, the public will not deemed to beacquainted with or having knowledge of any provision of a company’s MOImerely because it is filed with the Commission or is available for inspectionat the company’s office, except for the following two specific scenarios:RING-FENCING (RF)Restrictive Provision in MOI●●if a company’s MOI includesany restrictive provisioncontemplated in Section15(20(a)(iii) and Section 15(2)(b) to (d) – as detailed in pages10 and 11.Personal liability Company●●All persons are regarded ashaving notice and knowledge ofthe fact that a personal liabilitycompany (Inc) means that thedirectors and past directorsare jointly and severally liable,together with the company,for any debts and liabilitiesof the company as are orwere contracted during theirrespective periods of office.Pre-existing companies may thus need to identify specific conditions whichmay be applicable to them and if necessary register a name change (RF)on implementation of the Act.11