Companies have until 30 April 2013 to either adopt a new Memorandum of Incorporation or amend an existing Memorandum of Incorporation to ensure that no provisions of its current memorandum and articles of association, shareholders agreement or Memorandum of Incorporation are in conflict with the Companies Act.

In terms of the new Companies Act the memorandum and articles of association is replaced by a document known as the memorandum of incorporation or ?MOI?. The Companies Act requires every company's MOI to comply with the provisions of the Companies Act. Should there be any inconsistencies between a company's MOI and the Act, the provisions of the MOI will be void to the extent that it is inconsistent with the Companies Act. The same is true for a company's shareholders agreements.

The Companies Act introduces many changes many which may have an important impact on the way a company will operate or the way in which shareholders agreed to regulate their relationship with the company and one another. It is thus vital for companies to consider their current constitutional documents and to consider the role of its existing shareholders agreements, failing which there may be unintended consequences.

Rian Geldenhuys
© Trade Law Chambers 2013