The Incorporation Agreement serves as the foundational document for establishing a new company in South Africa, operating under the Companies Act 71 of 2008 and related legislation. This document is essential when two or more parties wish to formally establish a company, defining their rights, obligations, and relationships as shareholders. It sets out the company's initial share capital, governance structure, management framework, and operational parameters. The agreement must comply with South African corporate law requirements, including potential B-BBEE considerations, and typically precedes or accompanies the formal company registration process with the Companies and Intellectual Property Commission (CIPC). Use this agreement when incorporating any new company where multiple shareholders are involved and a detailed governance framework is required.
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1. Parties: Identification of all founding shareholders and their details
2. Background: Context of the incorporation and intention to form the company
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Formation of the Company: Details of company formation, including name, registration process, and type of company
5. Purpose and Business: Company's main business purpose and permitted activities
6. Share Capital Structure: Initial share capital, classes of shares, and rights attached to shares
7. Subscription and Payment: Terms of initial share subscription and payment requirements
8. Directors and Officers: Appointment, removal, and powers of directors and officers
9. Shareholders Meetings: Procedures for shareholder meetings, voting rights, and resolutions
10. Management and Administration: Day-to-day management structure and decision-making processes
11. Financial Matters: Financial year, accounts, auditing requirements, and dividend policy
12. Transfer of Shares: Restrictions and procedures for transferring shares
13. Termination and Dissolution: Circumstances and procedures for company dissolution
14. General Provisions: Standard legal clauses including notices, governing law, and dispute resolution
1. Pre-emptive Rights: Detailed procedures for share transfers when shareholders wish to sell - include when there are multiple shareholders
2. Tag-Along and Drag-Along Rights: Rights of minority shareholders in case of company sale - include for companies with significant minority shareholders
3. B-BBEE Provisions: Specific provisions for B-BBEE compliance - include when company needs to meet specific B-BBEE requirements
4. Intellectual Property: IP ownership and protection - include when company will develop or own significant IP
5. Non-Competition and Confidentiality: Restrictions on shareholders' competing activities - include when shareholders might have competing interests
6. External Funding: Provisions for raising additional capital - include when future external funding is anticipated
7. Employee Share Scheme: Framework for employee share ownership - include when planning employee ownership programs
1. Schedule 1: Share Capital and Shareholding: Detailed breakdown of share classes, numbers, and initial shareholders
2. Schedule 2: Initial Directors: List of initial directors and their details
3. Schedule 3: Company Constitution: Detailed constitutional documents of the company
4. Schedule 4: Reserved Matters: List of decisions requiring special approval
5. Schedule 5: Initial Business Plan: Initial business plan and objectives
6. Schedule 6: Deed of Adherence: Template for new shareholders joining the company
7. Appendix A: Shareholder Details: Detailed information about initial shareholders including contact details
8. Appendix B: Form CoR 15.1A: Memorandum of Incorporation filing forms
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Retail
Professional Services
Healthcare
Mining
Agriculture
Real Estate
Construction
Education
Entertainment
Energy
Telecommunications
Transport and Logistics
Relevant Teams
Legal
Corporate Secretarial
Compliance
Finance
Corporate Governance
Board of Directors
Executive Management
Risk Management
Corporate Advisory
Business Development
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Managing Director
Board Director
Compliance Officer
Corporate Governance Officer
Business Development Manager
Investment Manager
Founding Partner
Corporate Advisory Manager
Risk Manager
Company Founder
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