Companies Act newsletter October 2011




October 2011


IN THIS ISSUE...

 

 
Your MOI - Tips for the way forward
 
 
What about our shareholders agreement
 
 
Should my company be voluntarily audited?
 
 
Directors - Banned for Life?

 
 
 

 

 
Inspiring Quotes:
 

If we are together nothing is impossible. If we are divided all will fail. - Winston Churchill
 
 
"A leader leads by example not by force"  - Sun Tzu
 

 


YOUR MOI - TIPS FOR THE WAY FORWARD
Your company's "Memorandum and Articles of Association" is now automatically referred to as a Memorandum of Incorporation or MOI. It is the same document, just with a new name.
Companies which existed before 1 May 2011 have been given a "grace" period of two years until 1 May 2013 in which to convert their old Memorandum to comply with the new Act. The amendment needs to be registered at the Commission, together with a special resolution.
 
 

 
 
WHAT ABOUT OUR SHAREHOLDERS AGREEMENT
Most people who are married have an antenuptial contract, yet how many shareholders in business have a contract which offers them, together with the business, a form of protection in the event of unforeseen circumstances? The advent of the new Companies Act by no means changes the fact that a shareholder agreement is still vital to your business, as it deals with the very crucial relationships between the shareholders themselves and the company.
 
SHOULD MY COMPANY BE VOLUNTARILY AUDITED?
The new Act aims to relieve certain levels of business from the formal requirements of an audit.
Public and State-owned companies have to be audited.  However, a private, personal liability or non-profit company will only require an audit if it is desirable in the public interest, having regard to certain factors such as annual turnover, size of workforce and the nature of its activities, and those who fall outside the public interest criteria will be required to have an independent review of their annual financial statements.
 

DIRECTORS - BANNED FOR LIFE?
Amongst the myriad of factors that a director needs to be aware of, there is also the potential that he can be placed on probation or declared delinquent. This includes members of close corporations who are participating in the management of a CC.  It also includes prescribed officers (for example if you are a senior manager with executive control).
The director does not even have to be a current director – the application can still be made against an ex-director as long as within the twenty four months preceding the application he was a director of the company.
 
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