The deadline for the registration of all pre-existing companies’ Memorandums of Incorporation (“MOI”) is 1 May 2013. A MOI is only valid and effective once it is registered at the Company and Intellectual Property Commission (“CIPC”), and it shall not be sufficient to have merely lodged the relevant documents by this date.
The concern is that CIPC service standards allows for 55 business days (which equates to just under a period of 3 months) to register MOI’s – this is if there is no back log. We have seen in the past that when there is a backlog at CIPC, the registration process can exceed this guideline period.
Most private companies in South Africa have set their financial year end to end of February, which means that it is likely the case that most MOI’s are will only be tabled and approved during around March to May 2013 (at the first AGM following year end). This is concerning having regard to the deadline date looming for final registrations of MOI’s (1 May 2013).
We are finding that incorporating a company’s current shareholding arrangements into the company’s new MOI can be problematic and time consuming due to the fact that companies are still grappling with certain concepts and changes brought about by the new Companies Act, 2008, as compared with the same positions under the old Companies Act, 1973.
We therefore urge you to get your new MOI in place before it is too late and you are exposed to unnecessary legal and commercial risk.