Section 113(3)(b) of the Companies Act, 2008 (“Companies Act”) provides that a company’s name must be followed by the expression ‘(RF)’ if a company’s memorandum of incorporation contains the following:
- any restrictive conditions applicable to the company and any procedural requirement that impedes the amendment of any particular provision of the memorandum of incorporation; or
- if a company’s memorandum of incorporation contains any provision restricting or prohibiting the amendment of any particular provision of the memorandum of incorporation.
As a result, if a company’s name ends with the letters ‘RF’, individuals or entities dealing with the company are made aware that there are special provisions in that company’s memorandum of incorporation. The Companies Act furthermore states that if a company’s memorandum of incorporation includes any of the aforementioned provisions, the notice of incorporation filed by the company must include a prominent statement drawing attention to each such provision and its location in the memorandum of incorporation.
These provisions are important for third parties dealing with an RF company, as third parties dealing with a company are not usually affected by the provisions in a company’s memorandum of incorporation.
Lastly, a third party dealing with an RF company can be presumed to have been made aware of certain special provisions in that company’s memorandum of incorporation, and therefore ought reasonably to know that the company has to comply with such special provisions.