In South Africa, the new Companies Act 2008, which came into force in 2011, replaced articles of association and letters of intent with a protocol of incorporation or moI. The MoI gives much more leeway to vary the way the company is governed than the previous agreement. [2] [3] The content of the articles of a limited liability company is prescribed in Table F of the Companies Act, 2013. In general, the content of the AOA is as follows: It defines the relationship between the members of the company with each other and with the company It defines the relationship of the company with the external parties The articles of association (AOA) are the essential set of rules of the company that contains the directives and regulations necessary for the operation of each company. The document is intended to define the purpose of the company as an organization and the tasks it must perform internally. Ie. the processing of official financial documents; Organize company meetings and define the role and powers of the company`s directors. The articles of association also regulate and maintain the rights of shareholders and their relationship with directors. Companies that require mandatory settlements are unlimited companies, Companies Limited by Guarantee and Private Companies Limited by Shares. A company may amend its articles of association if necessary. The Corporation must pass a special resolution (by a majority of 2/3 of the members present at the Annual General Meeting) to amend its provisions.
It is also important to remember that the Court does not have the power to amend the ESA. These are the specific guidelines that a company must follow to succeed in a change: In corporate governance, the articles of association of a company (AoA, called a settlement in some jurisdictions) are a document that, together with the articles of association (in cases where the memorandum exists), forms the articles of association of the company and defines the responsibilities of the directors. the nature of the transactions to be carried out and the means by which the shareholders exercise control over the Board of Directors. The articles of association must be carefully drafted at the time of registration of the company, bearing in mind that the provisions of the articles of association are binding on both the partners and the company. The AOA must always comply with the company`s memorandum of understanding, which means that the articles cannot prescribe rules beyond the powers mentioned in the memorandum. There are two important sets of documents that define these objectives and govern the operation of the company and its directors or internal affairs. These documents are the Statutes (AOA) and the Protocol of Association (MOA). Here we will go into the details of the statutes.
In Naresh Chandra Sanyal v. Calcutta Stock Exchange Association Ltd[3], the Supreme Court provided that the articles of association of a company also established a contract between the company and its members, as well as between the members […].