Numerous amendments to the Corporations Act (Act 71 of 2008) got here into impact on 27 December 2024. These amendments have been contained within the Corporations Modification Act (Act 16 of 2024) and within the Corporations Second Modification Act (Act 17 of 2024).
What Modified in Part 16(9)(b)?
One in all these amendments was to part s16(9)(b). This part describes when an modification to an MOI that’s filed on the Corporations and Mental Property Fee (“the Fee”) comes into impact. This little modification could be very welcome as a result of beforehand, there was a lot confusion about this. It was an uncomfortable place, as a result of events in business transactions that embody new or amended MOIs as a part of the agreed suite of transaction paperwork, need certainty as to after they come into impact.
The complicated language from the outdated sub-section mentioned that the modification got here into impact on the date and time when the Discover of Modification was ‘filed’ on the Fee, however the definition of ‘file’ referred to ‘supply’, and it was not clear when supply to the Fee occurred.
[Just note that this amendment does not apply to when an MOI amendment changes the name of a company, as this is dealt with under a different sub-section.]
The New, Clearer Place
The brand new place is that the modification comes into impact:
(i) ‘10 enterprise days after receipt of the Discover of Modification by the Fee, until endorsed or rejected with causes by the Fee earlier than the expiry of the ten enterprise days interval; or
(ii) Such later date, if any, as set out within the Discover of Modification.’
What Ought to Corporations Do Now?
We advocate checking whether or not your template MOI, or any draft modification to an MOI or draft new MOI accommodates a definition of ‘Efficient Date’, or a clause referring to when the modification or new MOI comes into impact that displays the outdated place underneath the Corporations Act. Updating it to replicate the brand new provision will probably be fascinating in order that the corporate can profit from the readability supplied by the brand new provision, and to keep away from debates about whether or not the MOI’s provision or the amended Corporations Act provision applies.
Written by Abigail Reynolds (Company & Business Legislation Specialist)
This text was initially revealed by Reynolds Attorneys
