Session 3: Drafting a Memorandum of Incorporation

MOI means the document, as amended from time to time, that sets out rights, duties and responsibilities of shareholders, directors and others within and in relation to a company, and other matters …

The MOI must be consistent with the Act, but the company does have the discretion to strengthen certain provisions and alter others. In this way the company can tailor the document to suit their …

The MOI is limited to matters only discussed in the Companies Act

If the company contains restrictive provisions in the MOI, the company MUST insert RF in the company name

The MOI can be amended by way of either a court order or special resolution of shareholders

Effective date of amendment of an MOI: Per S16(9), where the name of the company is not changed the amendment is effective on the later of either: •The date of filing, or •The date specified in …

A company’s Memorandum of Incorporation, and any rules of the company, are binding— (a) between the company and each shareholder; (b) between or among the shareholders of the company; and (c) …

The MOI defines whether a company is public or private be actively restricting the transferability of the company’s securities in the MOI

A company can design and create different types of share classes in its MOI

The MOI is equivalent to a shareholder’s agreement