5.4 DOCTRINE OF CONSTRUCTIVE NOTICE
The difference between the old Companies Act and the new Companies Act is that in terms of the old Companies Act is that the doctrine of constructive notice applied to the MOI and that all parties dealing with the company were deemed to know what the contents of the MOI were as there was no reason why anyone dealing with the company did not have access to the MOI at the CIPC.
Under the New Act this has changed in that the Doctrine of Constructive Notice does not apply to the MOI anymore. This means that parties dealing with the company do not need to have knowledge of the contents of the MOI.
The Doctrine of Constructive notice under the new act does not apply other then when certain conditions in the MOI are Ring Fenced or RF conditions are indicated in the MOI. These RF conditions are specified in terms of s15(2)(b) or (c) of the new act. In terms of s 11(3)(b) the name of the company must be followed by RF. This is notice to all parties dealing with the company that there are ring fencing conditions being conditions that they should be aware of before they do any business with the company.