Registration and Administration of Companies

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Disclosure of Director’s Personal Financial Interest

One of the duties imposed on a director of a company is the duty to avoid conflict of interest – this forms part of the director’s fiduciary duties. This duty has always existed under common law, as gleaned from the decided court cases, but it has now been codified in the Companies Act (“the Act”), under […]

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New Companies Act: Restrictions in a company’s MOI

Under the old Companies Act, a company only had the powers and capacity determined by its main objects, which were set out in the company’s Memorandum of Incorporation (MOI). However, the new Companies Act (the Act) provides that a company has all the legal powers and capacity of a person except for those powers that, […]

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The new Companies Act: what business owners need to know

Most people are now aware that the new Companies Act1 (the new Act) came into effect on 1 May 2011. But as business owner, are you aware that you have until 30 April 2013 to bring your shareholders agreements and company’s MOI into line with the new Act? Failure to do so may result in […]

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The effects of the memorandum of incorporation (MOI) on third parties

Do you manage a business? If so, it is important that you understand the very significant changes triggered by the Companies Act 71 of 2008. Under the Companies Act 61 of 1973 (the “Old Act”), every company had to register its Memorandum of Association and its Articles of Association. While the previous Act imposed various requirements on the form and […]

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Executive and non-executive directors in terms of the new Companies Act

The Companies Act 61 of 1973 (referred to here as the ‘old Act’) distinguished between the rights and duties of executive and non-executive directors. The relationship between the company and its executive directors was regulated by their employment or service agreements and by prevailing corporate laws. Under the old Act, executive directors are employees of […]

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