GUIDE TO THE MEMORANDUM OF INCORPORATION

●●Form CoR 15.1E – Long Standard form non-profit companies withmembersForm CoR 15.1B:For purposes of this guide, we have taken the Form CoR 15.1B as an exampleof an MOI and how it can be drafted and tailored to meet the specificrequirements of a profit company;This section only applies only to for profit companies (private, personal liabilityor public company’s), that wish to extend, limit or vary the alterable provisionsin the Act in its MOI, and comprises a detailed explanation for each Article inthe CoR 15.1B form, of which there are 6. There are also 5 Schedules in theform – where alterations and additions to the MOI are expanded upon. TheSchedules form part of the MOI.Commentary on the options available with reference to relevant sections in theAct are inserted and are displayed in grey shaded boxes.Cover page of the MOI:The incorporators must complete the form by –a) filling in the name of the company, unless it has to be completed by theCommission in terms of Regulation 14(b)(i) or (iii),b) inserting the number of directors and alternate directors in the spacesprovided,c) inserting the number of authorised shares in the space provided,d) each signing and dating the form on a line in a table on the front page ofthe form.The MOI states that words appearing to the right of an optional check line arevoid unless that line contains a mark to indicate that is has been chosen asthe applicable option.ARTICLE 1 – INCORPORATION AND NATURE OF THECOMPANY1.1 IncorporationThe MOI states:(1) the date of incorporation and category of company (private, personalliability or public company). An indication of which category of companyis applicable is reflected by making a mark next to the appropriatecategory;(2) that company is incorporated in accordance with and governed by theunalterable provisions of the Act, and the alterable provisions (subject tolimitations, extensions, variations set out in the MOI), and the provisionsof the MOI;Section 19(2) of the Act – Default provision – A person is not, solelyby reason of being an incorporator, shareholder or director, liable forthe obligations of the company except to the extent that the Act orthe company’s MOI expressly provide otherwise. A personal liabilitycompany would be required to specify that the directors are jointly andseverally liable with the company for any of its debts and liabilities in thisArticle.15