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Non Standard Articles Of Association

Non Standard Articles Of Association Template for South Africa

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Key Requirements PROMPT example:

Non Standard Articles Of Association

"I need Non Standard Articles of Association for a South African technology startup with multiple share classes and specific provisions for international investor protection, including tag-along rights and enhanced pre-emptive rights, to be implemented by March 2025."

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Document background
Non Standard Articles of Association are essential for companies in South Africa that require customized governance structures beyond the standard provisions of the Companies Act 71 of 2008. This document is typically used when a company has specific operational requirements, unique shareholder arrangements, or particular governance needs that cannot be adequately addressed by standard articles. It's especially relevant for private companies, joint ventures, professional services firms, or companies with complex share structures. The document must comply with South African corporate law while incorporating bespoke provisions for matters such as share transfers, voting rights, board composition, and specific corporate actions. These customized Articles of Association are particularly important when establishing new companies or updating governance structures to reflect specific business requirements or shareholder agreements.
Suggested Sections

1. Interpretation and Definitions: Defines key terms used throughout the Articles and sets rules for interpretation

2. Company Details and Status: Specifies company name, registration number, type of company, and whether the company is a public or private company

3. Objects and Powers: States the primary business objectives and powers of the company

4. Share Capital and Rights: Details the authorized share capital, classes of shares, and rights attached to different share classes

5. Issue and Transfer of Shares: Procedures and restrictions regarding the issuance and transfer of shares

6. Shareholders Meetings: Rules for calling and conducting shareholders meetings, including notice periods, quorum requirements, and voting procedures

7. Directors: Appointment, removal, powers, and duties of directors, including board composition requirements

8. Board Meetings: Procedures for conducting board meetings, including notice requirements, quorum, and voting

9. Company Secretary: Appointment and duties of the company secretary, if required

10. Financial Matters: Provisions regarding financial year-end, accounts, audits, and distribution of profits

11. Notices: Methods and requirements for giving notices to shareholders and directors

12. Winding Up: Procedures and rules regarding the dissolution and winding up of the company

Optional Sections

1. Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase new shares before they are offered to outside parties

2. Tag-Along and Drag-Along Rights: Special provisions for share sales, typically used in private companies with multiple shareholders

3. Electronic Communication: Specific provisions for allowing electronic meetings and communications, particularly relevant for modern business practices

4. Alternate Directors: Provisions for the appointment and powers of alternate directors, if the company wishes to allow this

5. Committees: Establishment and governance of board committees, useful for larger companies

6. Share Buy-backs: Specific procedures for the company to repurchase its own shares

7. Dividend Policy: Detailed provisions regarding dividend declarations and payments

8. B-BBEE Provisions: Specific provisions to ensure compliance with B-BBEE requirements, if applicable

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes and rights attached to each class

2. Shareholder Reserved Matters: List of decisions requiring special shareholder approval

3. Board Reserved Matters: List of decisions requiring board approval

4. Share Transfer Procedures: Detailed procedures and forms for share transfers

5. Meeting Procedures: Detailed procedures for conducting various types of meetings

6. Company Seal: Design and rules for use of the company seal, if adopted

7. Professional Service Rules: Special rules for professional service companies, if applicable

8. Historical Share Capital Changes: Record of all changes to share capital structure since incorporation

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions

















































Clauses












































Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Mining

Retail

Healthcare

Agriculture

Real Estate

Telecommunications

Energy

Transportation

Education

Construction

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Executive Management

Corporate Affairs

Risk Management

Shareholder Relations

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Managing Director

Shareholder Relations Manager

Corporate Affairs Director

Board Chairman

Chief Legal Officer

Company Registrar

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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