What are the new CIPC lodgement fees for Memorandums of Incorporation now that the transitional period for companies is over?
The rumour mill has been hard at work.
Now that the CIPC transitional period for companies (Schedule 5) has ended there is talk of penalties being imposed on those companies lodging their Memorandums of Incorporation from 01 May 2013.
A second rumour is that for a company who has not lodged a Memorandum of Incorporation by 30 April 2013, CIPC will deem their new MOI to be in the CIPC standard form as given by CoR 15.1 A to E.
Also not true!
So what is the true position? Let's deal with the second rumour first.
Where a company registered before 01 May 2011 did not adopt a Memorandum of Incorporation by 30 April 2013, its existing Memorandum of Association and Articles of Association are deemed to be its Memorandum of Incorporation since 01 May 2011, and remain as such until an amended Memorandum of Incorporation is lodged.
It follows then that any clause in the Memorandum of Association and Articles of Association that is in contravention of the Companies Act, Act 71 of 2008 will be null and void.
Now let's deal with the rumour that CIPC will impose a penalty on a company lodging its Memorandum of Incorporation from 01 May 2013. The rumour is not true, but what is the real situation?
For a Memorandum of Incorporation lodged on or after 01 May 2013, the prescribed lodgement fee structure is as follows:
For a newly formed company registered on or after 01 May 2011: R475 to lodge a unique Memorandum of Incorporation, including Form CoR 14.1; and
For an existing company registered before 01 May 2011: R250 to lodge a unique, amended Memorandum of Incorporation, including Form CoR 15.2.
There are no penalties attached to lodgements of Memorandums of Incorporation after 01 May 2013.
We recommend that you continue to advise your clients to adopt a unique and fully compliant Memorandum of Incorporation, one that is in the best legal interests of the company and all its shareholders.
by Dr John Hendrikse on MAY 9, 2013 in COMMENTARY