The new Companies Act has done away with the doctrine of constructive notice. Under the previous Companies Act, entities dealing with companies were deemed to have knowledge of the company’s public documents, viz the articles of association and the memorandum of association. The latter is what is known as the the doctrine of constructive notice.
Under the new Companies Act, entities are deemed to have consrtuctive knowledge of a company’s constitutive documents in two instances ONLY, 1) when the company is a personal liability company and, 2) when the company in a ring-fenced company.
A ring-fenced company is one whose MOI contains special conditions or prohibitions relating to the amendment of the MOI.
This is a standard CIPC document to be used concerning ring-fencing.