GUIDE TO THE MEMORANDUM OF INCORPORATION

Table ACATEGORISATION OF COMPANIESFORPROFITSection 8(2)a) state owned company (SOC Ltd);b) a private company [(Pty) Ltd] if:(i) its not a state owned company;(ii) its Memorandum of Incorporation (MOI);(aa) prohibits it offering any of its securities to thepublic and(bb) restricts the transferability of its securities,{note: no limit on no. of shareholders (previously was limitof 50) and a share no longer has a nominal or par value}c) a personal liability company (Incorporated or Inc) if(i) it meets the criteria for a private company;(ii) its MOI states that it is a personal liability company{i.e that the directors and past directors are jointlyand severally liable together with the company, forthe debts and liabilities of the company that werecontracted during their respective terms of office}.{note: these are the old Section 53(b) companies}d) a public company, (Ltd) in any other case;{note: min number of incorporators is reduced from7 to 1}NOT FORPROFITName to be followed by suffix “NPC”, {previously Section 21Companies};{Incorporated for a public benefit or an object relating to oneor more cultural or social activities, or communal or groupinterests}.{Can be incorporated with or without members}External Company means a foreign company (for profit or not for profit)that is conducting business or non-profit activities within the RSA, as setout in Section 23(2) for example, if such a company is party to one or moreemployment contracts within the RSA. The company does business in the RSAwhile remaining primarily regulated by its country of origin or registration.Regulation 20 – sets out requirements for registration at the Commission.Domesticated Company means a foreign company whose registration hasbeen transferred to the RSA in terms of Section 13(5) to (11). It is regulatedas if it had been incorporated in the RSA.40