Memorandum of Incorporation – a misconception

There seems to be a misconception in the market that companies have two years from the effective date of the new Companies Act (the Act) to adopt a Memorandum of Incorporation (MOI), which replaces the old Memorandum and Articles of Association. The Act does not actually require that a company adopts an MOI but in that case, the Memorandum and Articles automatically becomes the MOI.

The problem however, is that once the two year period is over, companies are not allowed to have any provisions in the MOI that contradict the Act. As it is likely that an old Memorandum and Articles will contain such provisions, adopting a new MOI will probably be necessary.

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