The Companies Act 2008 has brought about the need to review in detail and change every Memorandum of Incorporation (MOI, previously the Memoramdum & Articles of Association). The deadline for changing over to the new MOI is 30 April 2013.
If the investors in a business require the protection of limited liability, a private or public company will be formed.
Company directors and secretaries are responsible for compliance with the Companies Act. While specific tasks might individually not appear to be onerous, the Act expects responsible officials to have the detailed knowledge to comply.
By outsourcing the company secretarial tasks to specialist professionals, directors can rest assured that their compliance responsibilities are in good hands.
It is a misconception that “one size fits all” in companies. The 2008 Companies Act contains approximately 60 “alterable provisions” – many of which define the divisions of powers between directors and shareholders.
While less costly to establish, a shelf company will not make provision for a company’s specific requirements. Shareholders might well be advised to take professional advice about the provisions in the company’s Memorandum of Incorporation from the outset. In addition it should be considered whether there are matters which should be incorporated in a shareholders’ agreement.
Early planning can avoid costly consequences in due course.
All company details which constitute public information are registered at the Companies and Intellectual Property Commission (CIPC) or require to be maintained in perpetuity at the company’s registered office.
The latter will include, for example, registers and company minutes. In order for a company to remain on the register, certain resolutions, as well as an annual return incorporating up to date financial information and changes in directors and officers, required to be filed with CIPC. In order for actions by the company to be valid and legally binding it is critical that administrative requirements of the Companies Act are complied with meticulously.
We offer a registered office (peace of mind) facility to all of our limited liability clients. This facility provides the business with its formal address for service of notice and a repository for its statutory records but most importantly, it ensures that your statutory obligations are managed in a timely fashion.
Our specific administration services include:
- Formation, Registration & Amendment of Companies, Close Corporations & Trusts
- Preparation of Minutes & Resolutions
- Conversions of Corporations
- Maintenance of Statutory Records
- Amendments to & Registration of Statutory Details at CIPC
- Registered Office Facility
- Statutory Registrations
- Deregistration of Companies, Close Corporations & Trusts
- Submission of Annual Returns for Companies & Close Corporations