Companies and Intellectual Property Commission
Republic of South Africa
Notice of Incorporation
Notice of Ring Fencing Provisions:
EXAMPLE
Form CoR 14.1
Annexure C
•
•
This form is issued in
terms of section 13 of the
Companies Act, 2008, and
Regulation 14 of the
Companies Regulations,
2011.
Annexure C must be
completed and attached to
the Notice of Incorporation
when it is filed only if the
incorporators have chosen
the 2nd option at paragraph
7 of the Notice.
•
For further reference, see
section 13 (3) and 15 (2)
(b) and (c) of the Act.
•
A
company
is not
registered
until
the
Commission has issued a
Registration Certificate in
Form CoR 14.3.
The incorporators advise that the Memorandum of Incorporation of the company, which is
attached, contains the following provisions that prohibit, restrict, or impose special
procedural requirements upon the amendment of any part of the Memorandum of
Incorporation.
For each provision, show the Article number, its purpose, and the relevant Article of the
Memorandum of Incorporation.
Article No
Purpose
Article wording
In Table attached: Article 1.9 – clause 1
In Table attached: Article 1.2 – clause 1
In Table attached: Article 1.16 – clause 4
In Table attached: Supplementary ring-fenced provisions
Contacting the
Commission The
Companies and Intellectual Property
Commission of South Africa
Postal Address
PO Box 429
Pretoria
0001
Republic of South Africa
Tel: 086 100 2472
www.cipc.co.za
For Commission
Use only
Commission file number:
Date filed:
This form is prescribed by the Minister of Trade and Industry in terms of section 223 of the Companies Act, 2008 (Act No. 71 of 2008).
TABLE OF RING-FINCED PROVISIONS IN THE MEMORANDUM OF INCORPORATION
Article
Purpose
Article wording
Article 1.9 - clause 1
The purpose/objective and primary
activities of the Company are
restricted and limited ito s.15(2)(a)(ii) of
the Act.
Article 1.2 – clause 1
The powers of the Company are
restricted and limited ito s.15(2)(a)(ii) of
the Act.
Article 1.16 – clause 4
Any third party in their dealings with the
Company shall be regarded as having
notice and knowledge of the provisions
of the Company’s MOI, since the
Company’s name includes the suffix
“RF”.
Since the Company’s MOI includes any
provision ito clause 1 of Article:
Incorporation – Amendments (section
15(2)(b) or (c) of the Act) restricting or
prohibiting the amendment of any
particular provision of the Memorandum,
the name shall be immediately followed
by the expression “RF”.
The Company is subject to the provisions
ito s.15(2)(b) and (c) by containing
restrictive conditions applicable to the
Company, and the requirements for the
amendment of such conditions in
addition the requirements for amending
this Company’s MOI ito section 16.
Ito s.19(5)(a), any person shall be
regarded as having notice and
knowledge of any provision of <the
company’s>
Memorandum
of
Incorporation in terms of clause 1 of
Article: Incorporation - Amendments of
this MOI (section 15(2)(b) or (c)) of the
Act if <the company’s> name includes
the element “RF” as contemplated in
section 11(3)(b) of the Act, and <the
company’s> Notice of Incorporation or a
subsequent Notice of Amendment has
drawn attention to the relevant provision,
as contemplated in section 13(3) of the
Act.
Supplementary ring-fenced provisions:
In the event that any of the following
requirements are stipulated in the MOI,
these will qualify as ring-fencing provisions:

any requirement contained in the
MOI, in addition to those set
out in section 16 of the Act, for
the amendment of any of the
abovementioned restrictions or
limitations (section 15(2)(b) of the
Act);

the company’s MOI contains a
prohibition on the amendment
of any particular provision of
the MOI (section 15(2)(c) of the
Act); or

any other pertinent limiting or
restricting condition contained
in the MOI of the company and
ito s.15(2)(a)(i)(ii)(iii) of the Act);