Companies are urged to lodge their new memorandum of incorporation in terms of the Companies Act on or before 30 April 2013. With the deadline upon us, companies are encouraged to submit their MOI’s within the 2 year grace period provided for in terms of the Act and in doing so, will not be liable for payment of the normal fees associated with lodging a new MOI.
Given the administrative burden that this poses, CIPC will undoubtedly see an influx of companies failing to meet this deadline.
The question arises, what penalties do companies face for failing to comply with this transitional provision?
Whilst the Act fails to make reference to penalties for non-compliance with this transitional provision, the Act does provide that companies will be allowed to lodge their new MOI’s even after the window period has expired, however in these instances
companies will be liable for all costs associated with lodging a new MOI as well as a fee for registration of the special resolution (in the event that one is needed) with CIPC.
A failure to lodge a new MOI will result in a company’s MOI remaining in force and effect subsequent to 30 April 2013 to the extent that its provisions are in harmony with the Act and all those provisions that are in contravention with the Act will be void. Whilst this may not be as stringent as CIPC adopting a ‘standard’ MOI by default, this approach may result in adverse effects for companies.
In order to avoid this less than desirable situation, companies are encouraged to lodge their new MOI in accordance with the Act before the deadline expires.
– Kimmona Kannigan, Candidate Attorney – Lanham-Love Attorneys