All Countries
Corporate Governance
Constitution Memorandum And Articles Of Association

Constitution Memorandum And Articles Of Association Template for South Africa

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Constitution Memorandum And Articles Of Association

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Constitution Memorandum And Articles Of Association

"I need a Constitution Memorandum and Articles of Association for a new South African technology startup with multiple share classes, planning to raise venture capital funding in March 2025, with specific provisions for employee share schemes and strong minority shareholder protections."

Celebrated by
Collaborations with
Investors
Document background
The Constitution Memorandum and Articles of Association is a mandatory document required for company registration in South Africa under the Companies Act 71 of 2008. This document is used during the company formation process and continues to govern the company's operations throughout its existence. It combines the memorandum of incorporation (MOI) and articles of association, detailing crucial aspects such as company objectives, share capital structure, shareholder rights, management procedures, and governance rules. The document must comply with South African legislation, including the Companies Act, B-BBEE requirements where applicable, and corporate governance principles outlined in the King IV Report. It serves as the primary reference point for resolving internal disputes and guiding corporate decision-making.
Suggested Sections

1. Company Details and Introduction: States the company name, registration number, and type of company (e.g., private company, public company, non-profit)

2. Definitions and Interpretation: Defines key terms used throughout the document and establishes interpretation rules

3. Purpose and Powers: States the main objectives of the company and its powers to conduct business

4. Share Capital: Details the authorized share capital, classes of shares, and rights attached to shares

5. Shareholders: Outlines shareholders' rights, responsibilities, and voting procedures

6. Directors and Officers: Establishes the board structure, appointment procedures, powers, and duties of directors

7. Meetings: Procedures for shareholder and board meetings, including notice periods, quorum requirements, and voting

8. Financial Matters: Provisions regarding financial year-end, accounts, audits, and financial records

9. Notices: Rules for giving notices to shareholders and directors

10. Winding Up: Procedures and rules for company dissolution and distribution of assets

Optional Sections

1. Pre-emptive Rights: Used when shareholders should have first right to purchase shares before they're offered to outside parties

2. Tag-Along and Drag-Along Rights: Include when protection for minority shareholders or exit mechanisms are needed

3. Dividend Policy: When specific dividend distribution rules need to be established

4. Alternate Directors: Include when the company wants to allow for alternate director appointments

5. Executive Committee: When the company requires a formal executive management structure below board level

6. B-BBEE Provisions: Include specific provisions for companies implementing B-BBEE ownership structures

7. Share Transfer Restrictions: When specific restrictions on share transfers are needed beyond standard pre-emptive rights

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes, numbers, and rights

2. Initial Shareholders: List of founding shareholders and their initial shareholdings

3. First Directors: Details of the first appointed directors of the company

4. Reserved Matters: List of decisions requiring special majority or shareholder approval

5. Adoption Certificate: Certificate confirming adoption of the constitution by shareholders

6. Share Transfer Form: Standard form for transferring shares between parties

7. Proxy Form: Standard form for appointing proxies for shareholder meetings

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Name and Status
Objects and Powers
Share Capital
Share Issuance
Share Transfer
Share Certificates
Shareholders Rights
Shareholder Meetings
Voting Rights
Board Composition
Director Appointments
Director Powers
Director Duties
Board Meetings
Corporate Governance
Financial Management
Audit Requirements
Notices
Dividends
Reserve Accounts
Company Records
Dispute Resolution
Indemnification
Amendment Procedures
Winding Up
Compliance
Electronic Communications
Proxies
Borrowing Powers
Corporate Actions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
B-BBEE Compliance
Relevant Industries

Financial Services

Manufacturing

Retail

Technology

Mining

Professional Services

Healthcare

Agriculture

Real Estate

Construction

Energy

Telecommunications

Education

Transport and Logistics

Entertainment

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Executive Management

Company Secretariat

Risk Management

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Director

Board Member

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Managing Director

Executive Director

Head of Legal

Chief Operating Officer

Company Registrar

Industries
Companies Act 71 of 2008: The primary legislation governing company formation, registration, and corporate governance in South Africa. It provides the legal framework for incorporating companies and establishing their constitutional documents.
Companies Regulations 2011: Detailed regulations that supplement the Companies Act, providing specific requirements for company documentation, forms, and procedures.
King IV Report on Corporate Governance: While not legislation per se, this is a crucial corporate governance code that sets out principles and practices for good corporate governance in South African companies.
Broad-Based Black Economic Empowerment Act 53 of 2003: Legislation that promotes economic transformation and enhanced participation of black people in the South African economy. This affects company ownership structures and operations.
Electronic Communications and Transactions Act 25 of 2002: Relevant for electronic communications and digital signatures in company documentation and communications.
Financial Intelligence Centre Act 38 of 2001: Impacts company compliance requirements regarding money laundering and terrorist financing prevention.
Protection of Personal Information Act 4 of 2013: Governs how companies must handle personal information of directors, shareholders, and other stakeholders.
International Financial Reporting Standards (IFRS): Standards that must be considered for financial reporting requirements in the company's constitutional documents.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Articles Of Association Of A Private Company

A constitutional document governing the internal management and operations of a private company under South African law.

find out more

Memorandum Of Association For Partnership Firm

A legal document under South African law that establishes a business partnership and defines the rights, responsibilities, and relationships between partners.

find out more

Memorandum Of Association For Company Limited By Guarantee

A constitutional document under South African law that establishes a company limited by guarantee, defining its structure, objectives, and member guarantees.

find out more

Memorandum Of Association Of Consulting Company

A foundational legal document under South African law that establishes a consulting company's existence, structure, and governance framework.

find out more

Memorandum Of Association Of A Food And Beverage Company

A foundational legal document under South African law that establishes and governs a food and beverage company's structure, objectives, and operations.

find out more

Memorandum Of Association For Private Limited Company

A foundational legal document under South African law that establishes a private limited company's structure, governance, and operational framework.

find out more

Memorandum Of Association Of Public Limited Company

A foundational constitutional document for South African public limited companies that establishes the company's existence and defines its core characteristics under SA law.

find out more

Form Of Memorandum Of Association

A foundational document under South African law that establishes a company's constitution, governance structure, and operational framework.

find out more

Company Memorandum Of Incorporation

A South African company's constitutional document that establishes its governance framework and operational rules under the Companies Act 71 of 2008.

find out more

Memorandum Of Association Of Marketing Company

A South African legal document establishing a marketing company's structure and operations under the Companies Act 71 of 2008.

find out more

Trust Memorandum Of Association

A South African legal document establishing a trust's structure, governance, and operational framework under the Trust Property Control Act.

find out more

Memorandum And Articles Of Association Charity

A foundational legal document establishing and governing a charitable organization's structure and operations under South African law.

find out more

Memorandum Of Association For Non Profit Organisation

A foundational legal document establishing a non-profit organization's existence and governance structure under South African law.

find out more

Articles Of Association Memorandum Of Association

A mandatory South African corporate governance document that establishes a company's constitutional framework and operational rules under the Companies Act 2008.

find out more

Memorandum And Articles Of Incorporation

A South African company's constitutional document that establishes its legal existence and governs its internal operations under the Companies Act 71 of 2008.

find out more

Memorandum And Articles Of Association Of An Entertainment Company

A foundational legal document under South African law that establishes the governance structure and operational framework for an entertainment company.

find out more

Memorandum And Articles Of Association Of A Transport Company

South African transport company's constitutional document outlining corporate structure, governance, and operational framework under Companies Act 71 of 2008.

find out more

Constitution Memorandum And Articles Of Association

A foundational legal document under South African law that establishes a company's organizational structure, governance rules, and operational framework.

find out more

Company Memorandum And Articles Of Association

A constitutional document required under South African law that establishes a company's governance structure, rights, and operational framework.

find out more

Memorandum Of Association Of Manufacturing Company

A foundational legal document under South African law that establishes a manufacturing company's structure, objectives, and operational framework.

find out more

Memorandum Of Association Of Investment Company

A South African legal document establishing an investment company's constitutional framework under the Companies Act 71 of 2008.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.