Background

The new Companies Act replaces the memorandum and articles of association of the old Act with a single memorandum of incorporation which may be supplemented by optional governance rules. A properly drafted memorandum of incorporation aligned with the needs of particular clients will enable their company to benefit from the opportunities created by the new Act and avoid being caught in some of its unexpected pitfalls.

Aim

To provide -
  • an overview of important aspects of the new Companies Act that have a bearing on the drafting of memoranda of incorporation
  • a detailed analysis of the specific provisions pertaining to the memorandum of incorporation
  • an exposition of the various options presented by the prescribed forms
  • guidelines for drafting a unique form of memorandum of incorporation
  • an explanation of the implications for pre-existing companies