![]() The board has the authority to perform any of the functions of the company except to the extent that the new Companies Act or Memorandum of Incorporation provides otherwise. ![]() The new Companies Act provides for the business and affairs of a company to be managed by, or under, the direction of its board. This document may only be amended in terms of a court order or by virtue of a special resolution or in accordance with section 36(3) & (4) of the Companies Act, 2008. It is intended that the Memorandum of Incorporation be binding between the company and each director or member of the company. ![]() The Memorandum of Incorporation should serve as a higher standard than legislation and should allow for smoother governance processes. In terms of the New Act a company’s governing document is the Memorandum of Incorporation (no longer referred to as the memorandum and articles of association). In addition to encourage entrepreneurship and high standards of corporate governance, amongst others, it is a purpose of the new Act to balance the rights and obligations of shareholders (members) and directors, and to also encourage the efficient and responsible management of a company. While the new Companies Act, 2008 aims to provide a flexible regime that balances accountability and transparency, with less of a regulatory burden, as one aspect of the new Companies Act (No 71 of 2008) is that it records the common law duties and responsibilities of directors, which provides clarity in the performance of the obligations. The new Companies Act 2008, became effective on the 1 st of May, after numerous changes and delays, 4 days after the act was published in the Government Gazette, and will no doubt, have significant consequences for all stakeholders and directors’ of companies.Ī director means a member of a board of a company, as contemplated in section 66, or an alternate director of a company and includes any person occupying the position of a director or alternate director, by whatever name designated. They are subjected to the common law, as found in court rulings and judgments. No lawyer-client, advisory, fiduciary or other relationship is created by accessing or otherwise using the Incorporated.Zone's website or by communicating with Incorporated.Zone by way of e-mail or through our website.Do you still want to be a director under the new Companies Act? Directors’ need to know their rights and must be aware of what is expected of them. ![]() It is not intended to provide legal advice or opinions of any kind. The material provided on the Incorporated.Zone's website is for general information purposes only. ![]() I will only refer my audience to companies that are reputable, offer great products and services, and can bring you value.ĭISCLAIMER. I also participate in affiliate advertising programs that are thoroughly vetted, such as that of and others, where I may earn a commission by linking to the affiliated company's products and services. The revenues help me make enough money to help me pay for the cost of running this blog and providing you with awesome and free content. To help me operate this site, I earn advertising revenues by having ads displayed on my blog. You will find different types of amazing content such as definitions, guides, reviews, comparisons, and other types of articles intended to provide you the knowledge you need to make decisions. ABOUT USIncorporated.Zone is a blog aimed at providing useful information about business, law, marketing, and technology. ![]()
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