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Close Corporation Articles Of Incorporation Template for South Africa

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Key Requirements PROMPT example:

Close Corporation Articles Of Incorporation

"I need Close Corporation Articles of Incorporation for my consulting business with three equal partners, incorporating specific provisions for remote work arrangements and digital voting procedures for member meetings, planned to commence operations on March 1, 2025."

Document background
Close Corporation Articles of Incorporation are used when establishing a close corporation in South Africa, though it's important to note that since the Companies Act of 2008, no new close corporations can be registered (existing ones continue to operate). This document serves as the constitution of the close corporation, detailing crucial information such as member details, capital contributions, management structure, and operational procedures. It must comply with the Close Corporations Act 69 of 1984 and provides the legal framework under which the corporation will operate. While simpler than company incorporation documents, it still requires careful consideration to ensure it meets all legal requirements and provides adequate protection for members' interests.
Suggested Sections

1. 1. Formation and Name: Details of the close corporation's name, registration number, and formation date

2. 2. Legal Status: Declaration of the close corporation as a juristic person and its perpetual succession

3. 3. Members: Information about initial members and their percentage interests

4. 4. Principal Business: Description of the main business activities the close corporation will undertake

5. 5. Registered Office: Physical address of the registered office in South Africa

6. 6. Capital Contributions: Details of members' contributions and the nature thereof (cash, property, or services)

7. 7. Management and Administration: Rules regarding management structure and decision-making processes

8. 8. Meetings: Procedures for calling and conducting members' meetings

9. 9. Voting Rights: Rules regarding voting procedures and majority requirements

10. 10. Financial Year End: Specification of the financial year end date

11. 11. Accounting Records: Requirements for maintaining financial records and preparing annual financial statements

12. 12. Banking: Rules regarding banking arrangements and authorized signatories

13. 13. Amendment of Articles: Procedures for amending the Articles of Incorporation

Optional Sections

1. Additional Business Activities: Used when the CC plans to engage in secondary business activities beyond its main purpose

2. Association Agreements: Include when members want to establish specific arrangements regarding their relationship and obligations

3. Dispute Resolution: Detailed procedures for resolving disputes between members, recommended for multi-member CCs

4. Internal Auditor: Required if the CC opts to appoint an internal auditor

5. Profit Distribution: Specific rules for profit sharing if different from standard proportional distribution

6. Restrictive Covenants: Non-compete and confidentiality provisions if required for the specific business

7. Succession Planning: Procedures for handling member death or incapacity, important for family businesses

Suggested Schedules

1. Schedule A - Member Details: Complete information about members including contact details and contribution values

2. Schedule B - Initial Contributions: Detailed list of all initial contributions, including valuations of non-cash contributions

3. Schedule C - Authorized Signatories: List of members authorized to sign various documents on behalf of the CC

4. Appendix 1 - Business Plan: Initial business plan detailing proposed operations and financial projections

5. Appendix 2 - Asset Register: Register of assets contributed to the CC at formation

6. Appendix 3 - Special Resolutions: Template forms for special resolutions required for certain decisions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions































Clauses
























Relevant Industries

Professional Services

Retail

Manufacturing

Construction

Agriculture

Technology

Hospitality

Real Estate

Consulting

Trading

Small-Scale Mining

Transportation

Personal Services

Relevant Teams

Legal

Corporate Secretarial

Compliance

Business Registration

Corporate Governance

Business Advisory

Document Management

Records Management

Relevant Roles

Business Owner

Entrepreneur

Legal Counsel

Corporate Lawyer

Company Secretary

Business Consultant

Accounting Officer

Managing Member

Compliance Officer

Business Development Manager

Small Business Advisor

Registration Agent

Legal Administrator

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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