Need to review Constitutional documents of your company? We can assist. The significance of the two-year grace period, which commenced on 1 May 2011, was that, subject to certain exceptions, a pre-existing MOI (being the old memorandum and articles of association of a company) prevailed over the Companies Act in the case of any inconsistency between the two, and furthermore a pre-existing shareholders agreement prevailed over both the Companies Act and the pre-existing MOI. Now that the grace period has lapsed, the ranking now is: first the Companies Act, second the MOI and last the shareholders agreement. The reason that the Act and MOI now trump the shareholders agreement is because the default position in s15(7) of the Companies Act will now apply to pre-existing constitutional documents, and that section provides that a shareholders agreement is invalid to the extent that it conflicts with the MOI or the Companies Act.
Posted on: Thu, 27 Nov 2014 09:35:07 +0000
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