Pre-Moi Client Questionnaire

PRE-MOI CLIENT QUESTIONNAIRE

PRIVATE PROFIT LIMITED COMPANY SECTION 8(2)(b)

MULTIPLE SHAREHOLDERS MULTIPLE DIRECTORS

ADVANCED

Name of Company:

Company registration number (if any):

PhysicalRegistered Office of the Business:

Prepared by:

Date Prepared:

Complete CoR 14.1(Notice of Incorporation) for Registering a New Company or if any corporate information has changed for a Pre-existing Company

Complete CoR 15.2 (Notice of Amendment) for a Pre-existing Company (MOAs are deemed to be the Company’s MOI, and when a new MOI is adopted and submitted, CoR 15.2 is also required

PLEASE COMPLETE EVERY QUESTION

COMPANY TAB

1. / What is the reason for creating the MOI? / 
i) / New Company formation (approval and adoption of new MOI) / 
ii) / Repeal of existing Memo and Articles of Association and adoption of new MOI (pre-existing Company) / 
iii) / Amendment of an existing MOI / 
iv) / Domesticated Foreign Companytransferring to RSA (new MOI) / 
v) / ExternalForeign Companyadopting an MOI for RSA / 
2. / Date the Company was incorporated? (not applicable for a New Company MOI)
3. / Date that the MOI was adopted?
(NoOrdinary or Special Resolution of Shareholders required to approve and adopt a new MOI for a new Company formation as it is a legal requirement ito the Act to have an MOI ito section 13 and Regulation 15)
(Special Resolution of Shareholders only required to repeal Memorandum of Association and Articles of Association (MOAs) and Amend an existing MOI)
4. / Is the Company aregulatedCompany or non-regulatedCompany ?
section 118(1)(c)(i), section 118(2), Regulation 91(2)(a)(b)
i) / Yes, the Company is a Regulated Company, in respect of Fundamental Transactions, Takeovers, Mergers and Offers / 
ii) / No, the Company is not a regulated Company / 

Actual Number of Directors at the date of adoption of the MOI:______

Authorised Number of PAR Value Shares:______

(not applicable for new company formed and registered after 1 May 2011)

Authorised Share Value (What is the Rand per Share):______

(not applicable for new company formed and registered after 1 May 2011)

5. / Does the Company have Authorised NO PAR Value Shares?
i) / Yes / 
ii) / No / 

If Yes, the Company does have Authorised No Par Value shares (through converting Par value to No par value or by Authorising new No Par Value shares or for a Brand New Company post 1 May 2011)

What is the Number of authorised No Par Value Shares: (e.g. 1000 ordinary no par value shares)

6. / Is the Company a subsidiary?
section 3(1)(2)
i) / Yes, the Company is a subsidiary / 
ii) / No, the Company is not a subsidiary / 

FINANCIAL TAB

1. / Assurance levelrequired for AFS (if known)?
section 30(2)(b), section 30(2A), Regulations 26, 28, 29, 30(4)
i) / Audit (reason for Audit, question 4) / 
ii) / Independent review(in terms of RegulationS 28 and 29) / 
2. / If the Assurance level is unknown, then it is based on the PI score for the Company:
Company’s PI score in terms of Regulation 26
Go to to calculate the Company’s PI Score
PI Score:
3. / If Audit, reason for Audit?
i) / Audit required in terms of Regulations 26 and 28(statutory audit) / 
ii) / Audit voluntarilyelected ito the MOI (statutory audit) / 
iii) / Audit required by Special Resolutionof Shareholders (non-statutory audit) / 
iv) / Audit required by Board Resolution(non-statutory audit) / 
4. / In respect of Enhanced Accountability (Chapter 3 of the Act). Does the Company require an/a:
ii) / Audit Committee / 
iii) / Company Secretary / 
5. / How are the Financial Statements compiled?
Regulation 26(1)(e)(i)(ii)(iii) and Regulation 27(1)
i) / Internally compiled / 
ii) / Independently compiled / 
6. / Should profits be treated as distributable reservesor non-distributable reserves?
section 37, section 101, section 150
i) / Profits are treated as distributable reserves / 
ii) / Profits are treated as non-distributable reserves / 

BOARD TAB

1. / Is a Director elected for an indefinite or fixed term of office?
section 68
i) / Director elected for an indefinite term / 
ii) / Director elected for a fixed term / 
2. / May the Board grant special privilegesto debt instrumentholders?
section 43(2)(a)(b) and section 43(3)
i) / Yes, the Board may grant special privileges / 
ii) / No, the Board may not grant special privileges / 

MEETINGS TAB

1. / What quorum (minimum number to be present) is required to vote on a matter at a Shareholders’ meeting?
section 64(1)(b), section 64(3)(a)(b)
i) / At least 25% of all voting rights of Shareholders entitled to vote constitutes quorum / 
ii) / Different percentage of voting rights of Shareholders entitled to vote as required by the Company’s MOI, the percentage being (%): / 
2. / What percentage of voting rights is required to pass an Ordinary Resolution?
section 65(7)(8) and section 71
i) / Left blank in interview: MOI will stipulate “51% or more” / 
ii) / Any different higher percentageas required by the Company’s MOI, the percentage being (%): / 
3. / What percentage of voting rights is required to pass a Special Resolution?
section 65(8)(9)(10)(11)
i) / Left blank in interview: MOI will stipulate “61% or more” / 
ii) / Any different higher percentage required by the Company, as provided for in s.65(9) read with s.65(10), provided that there must at all times be a margin of at least 10% between the Ordinary and Special Resolution, the higherpercentage being (%): / 

(Special Resolution % cannot be lower than 61%, and can be a maximum of 100%)

SHARES TAB

1. / Did the Company issue shares before 1 May 2011? (not applicable for new company)
section 35(5)(a)(b) and section 48(2)(b)(i)(ii)
i) / Yes, shares were issued before 1 May 2011 / 
ii) / No, shares were not issued before 1 May 2011 / 
2. / May the Company’s issued securitiesbe held and registered on behalf of another person?
section 56(1)
i) / Yes, issued securities may be held and registered on behalf of another person / 
ii) / No, issued securities may not be held and registered on behalf of another person / 

Help Description

The right to be on the register is independent of the ownership of the shares. The beneficial shareholder is entitled to the rights attached to the share while the registered shareholder is the person in whose name the share is registered. This person is known as the nominee, defined as a person who acts as the registered holder of securities or an interest in securities on behalf of other persons.

A nominee is an agent with limited authority. He only holds the share in his name. Ownership of shares does not depend upon registration.

However, the Company recognises only its registered shareholders. So, even if a shareholder appoints a beneficial holder of those shares on his behalf, the beneficial holder may only vote in a matter at a Shareholders’ Meeting if the beneficial interest includes the right to vote on the matter or if the beneficial holder holds a proxy from the shareholder.

RING-FENCED TAB

1. / Is the Company’s primary activity stated on its MOI? (Primary activities /objects / purposes of the Company fixed by its MOI)
section 15(2)(a)(ii)
i) / Yes(RF) / 
If Yes, the Company’s Primary Activities are:
ii) / No(Not RF) / 

OTHER COMMENTS