Necessary restrictions on the transferability of securities to maintain status as a private company Many private companies are at risk of falling outside of the definition of private company in the new Companies Act because the transferability of securities is … Continue reading
What impact does the memorandum of incorporation have on mergers & acquisitions and joint venture agreements concluded in the past? In the past, the terms of mergers & acquisitions and joint venture agreements, including the rights shareholders, funding obligations, profit … Continue reading
in the same way that people come in all shapes and sizes, companies also have different aspects, dynamics and requirements. It is therefore necessary to ensure that a company’s memorandum of incorporation is correctly “sized and tailored” so that it correctly fits the company. Adopting the standard form memorandum of incorporation or a memorandum of incorporation template may result in a company, shareholders and directors being caught with their “pants down”. Continue reading
Typically leases provide for landlords to be able to cancel leases if the tenant is liquidated but in a business rescue case such clauses would not suffice. It is necessary to insert a special clause in lease agreements which circumvents the potentially prejudicial impact of section 134 of the Companies Act on corporate tenants who are placed under business rescue. Continue reading
In the past, deals and transactions, including mergers, acquisitions and joint ventures were typically negotiated and contained in shareholders agreements. Now many rights of shareholders, including those rights carefully negotiated and contained in shareholders agreements may be at risk if the Memorandum of Incorporation is not immediately amended. Continue reading
All companies which existed before 1 May 2011 may lodge a new Memorandum of Incorporation with the CIPC by no later than 1 May 2013 at no cost. The new Memorandum of Incorporation can take one of 3 forms: A ‘standard’ … Continue reading
1. If your company is a private company and a standard form Memorandum of Incorporation is used, your company will lose its status as a private company, since the standard form does not restrict the transferability of shares, as is … Continue reading
At Gunstons Attorneys, people matter. People matter in our firm, people matter outside our firm – every day of the year. In honour of an extraordinary man who shares this same view, some of us at Gunstons put into action … Continue reading
The Consumer Protection Act 68 of 2008 (CPA or the Act) came into final effect on 31 March 2010 and the regulations under the Act came into effect simultaneously. The CPA has far-reaching impacts on most transactions concluded in South … Continue reading
A recent notice on registration of business (“Trading as”) names under the Consumer Protection Act (CPA) 2008 has been released. For more information please see the following link: Registration of Business under the CPA.