Business Formation & Corporate Documents

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Business Formation & Corporate Documents

Business Formation & Corporate Documents

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

MEMORANDUM OF INCORPORATION

This Memorandum of Incorporation is made and entered into on this {{day}} day of {{month}}, {{year}} by and between the undersigned persons, for the purpose of forming a company under the laws of {{jurisdiction}}.

**1. Name of the Company:** The name of the company is {{company_legal_name}} (Pty) Ltd.

**2. Type of Company:** The company is a private company.

**3. Main Business:** The main business of the company shall be {{company_business_description}}.

**4. Registered Office:** The registered office of the company shall be at {{registered_office_address}}.

**5. Share Capital:** The authorised share capital of the company shall be {{authorised_share_capital}} divided into {{number_of_shares}} ordinary shares of {{par_value_per_share}} each.

ARTICLES OF ASSOCIATION

**1. Interpretation:** In these Articles, unless the context otherwise requires, 'the Act' means the Companies Act, {{year_of_act}}.

**2. Share Capital and Variation of Rights:** Subject to the Act, the company may issue various classes of shares with such rights, privileges, limitations, and conditions as determined by the directors.

**3. Directors:** The business of the company shall be managed by the directors. The minimum number of directors shall be {{min_directors}} and the maximum {{max_directors}}. Directors shall be appointed by ordinary resolution.

**4. Meetings of Directors:** Directors may meet for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes.

**5. General Meetings:** An annual general meeting shall be held in accordance with the Act. All other general meetings shall be called extraordinary general meetings.

SHAREHOLDERS AGREEMENT

This Shareholders Agreement is entered into on this {{day}} day of {{month}}, {{year}} by and between {{shareholder_1_name}} and {{shareholder_2_name}} (collectively, "the Shareholders") and {{company_legal_name}} (Pty) Ltd (the "Company").

**1. Purpose:** The purpose of this Agreement is to regulate the relationship between the Shareholders and the Company, to provide for the management of the Company, and to provide for the transfer of shares.

**2. Shareholding:** The current shareholding in the Company is as follows:

- {{shareholder_1_name}}: {{shareholder_1_percentage}}% ({{shareholder_1_shares}} shares)

- {{shareholder_2_name}}: {{shareholder_2_percentage}}% ({{shareholder_2_shares}} shares)

**3. Board of Directors:** The Board of Directors shall consist of {{number_of_directors}} directors. Each Shareholder shall have the right to appoint {{director_appointments_per_shareholder}} director(s).

**4. Transfer of Shares:** No Shareholder shall be entitled to sell, transfer, or encumber their shares without the prior written consent of the other Shareholders, subject to the provisions of this Agreement.

INITIAL BOARD RESOLUTIONS

**RESOLUTION 1: Appointment of Directors**

RESOLVED THAT the following persons be and are hereby appointed as the initial directors of the Company:

- {{director_1_name}}

- {{director_2_name}}

**RESOLUTION 2: Appointment of Company Secretary**

RESOLVED THAT {{company_secretary_name}} be and is hereby appointed as the company secretary of the Company.

**RESOLUTION 3: Registered Office**

RESOLVED THAT the registered office of the Company shall be {{registered_office_address}}.

**RESOLUTION 4: Opening of Bank Account**

RESOLVED THAT the directors be and are hereby authorised to open a bank account for the Company with {{bank_name}}.

SHARE CERTIFICATE

**Certificate No.:** {{certificate_number}}

**No. of Shares:** {{number_of_shares_issued}}

**Issued to:** {{shareholder_name}}

**Dated:** {{issue_date}}

This certifies that {{shareholder_name}} is the registered owner of {{number_of_shares_issued}} ordinary shares of {{par_value_per_share}} each in the capital of {{company_legal_name}} (Pty) Ltd, subject to the Memorandum of Incorporation and Articles of Association of the Company.

REGISTER OF DIRECTORS AND OFFICERS

**Company Name:** {{company_legal_name}} (Pty) Ltd

**Date of Registration:** {{registration_date}}

**Directors:**

- Name: {{director_1_name}}, Address: {{director_1_address}}, Date of Appointment: {{director_1_appointment_date}}

- Name: {{director_2_name}}, Address: {{director_2_address}}, Date of Appointment: {{director_2_appointment_date}}

**Company Secretary:**

- Name: {{company_secretary_name}}, Address: {{company_secretary_address}}, Date of Appointment: {{company_secretary_appointment_date}}

REGISTER OF MEMBERS/SHAREHOLDERS

**Company Name:** {{company_legal_name}} (Pty) Ltd

**Date of Registration:** {{registration_date}}

**Shareholders:**

- Name: {{shareholder_1_name}}, Address: {{shareholder_1_address}}, Number of Shares: {{shareholder_1_shares}}, Date of Share Acquisition: {{shareholder_1_acquisition_date}}

- Name: {{shareholder_2_name}}, Address: {{shareholder_2_address}}, Number of Shares: {{shareholder_2_shares}}, Date of Share Acquisition: {{shareholder_2_acquisition_date}}

SIGNATURE BLOCK

_____________________________

{{authorised_signatory_name}}

Director

Date: {{signature_date}}