The Companies Act of 2008 introduced many innovations and substantial flexibility for what used to be Section 21 companies. All Section 21 companies were automatically converted to Non-Profit Companies (NPCs) upon promulgation and commencement of the Act on 1 May 2011. Each such NPC has two years within which to bring its Memorandum of Incorporation into line with the new requirements.

ISASA has drawn up a pro forma Memorandum of Incorporation that NPC schools can use to amend their existing Memorandum in line with the Companies Act. A guideline document accompanies the pro forma.

Amending the Memorandum of Incorporation also creates an ideal opportunity for updating and streamlining the school’s founding document and governance structures. ISASA provides a pro forma Board Constitution to assist with this process.

It is important to note that the attached template is only an example of a Memorandum of Incorporation, given the assumptions that reflect ISASA’s recommendations. It serves as a guide precedent and each school must consider its content critically in the light of its own mission and needs, and should in addition consult its own advisors.


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MoI Guidelines for Schools
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Example MoI for Non-Profit Schools
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