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Companies Act, 1973 (Act No. 61 of 1973)

Chapter IV: Formation, Objects, Capacity, Powers, Names, Registration and Incorporation of Companies

Memorandum of Association

52. Requirements for memorandum of Association

 

 

1) The memorandum of a company shall state the purpose, referred to in section 32, for which it is to be formed and incorporated, describing the main business which the company is to carry on or, in the case of an association not for gain, the main object it is to promote, and in addition thereto
a) the name of the company;
b) the main object of the company, referred to in section 33(1), stating the general nature of the main business which it is contemplated the company will be entitled to carry on or the main object which an association not for gain will be entitled to promote;
c)
i) the specific ancillary objects, referred to in section 33(1), if any, which are excluded from the unlimited ancillary objects of the company; and
ii) the specific powers or part of any powers of the company, referred to in section 34, if any, which are excluded from the plenary powers or the powers set out in Schedule 2.

 

2) If the company is to have a share capital, the memorandum shall state-
a)
i) the amount of the share capital with which it is proposed to be registered and the division thereof into shares of a fixed amount; or
ii) the number of shares if the company is to have shares of no par value;
b) the number of shares which each subscriber undertakes to take up, stated in words opposite his name: Provided that no subscriber may take less than one share.

 

3) If the company is to be a company limited by guarantee, the memorandum shall state-
a) that the liability of the members is limited to the amount referred to in sub-paragraph (b); and
b) that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges and expenses of the winding-up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount but not less than one rand.