Hinrichsen Attorneys

Applicable Legislation: The Companies Act 71 of 2008 -  Sections 66 – 78 1. Definitions The Companies Act 71 of 2008 (“Act”) defines a director as a -  “member of the board of a company, as contemplated in section 66, or an alternate director of a company and includes any person occupying the position of a director or alternate director, by whatever name designated.” According to sec 66 (1) -  “The business and affairs of a company must be managed by or under the direction of its board, which has the authority to exercise all of the powers and perform any of the functions of the company, except to the extent that this Act or the company’s Memorandum of Incorporation provides otherwise.” In addition to the above definitions, a director includes an ex officio director or a prescribed officer. An ex officio director means - “a person who holds office as a director of a particular company solely as a consequence of that person holding some other o...

  A Shareholders’ Agreement is, simply put, an agreement between the shareholders of a company. This agreement is an invaluable resource for any business as it structures the relationship between the shareholders and provides the foundation for how they will interact with each other. A Shareholders’ Agreement is drafted in order to protect the interests and investments of all shareholders within the company. It further sets out the duties and rights of the shareholders and regulates the process surrounding the sale of shares by one or more of the company’s shareholders. Furthermore, unlike the Memorandum of Incorporation (“MOI”), it is a confidential agreement not filed in public office.