The most important document governing a company is the Memorandum of Incorporation (MOI).

The MOI sets out the rules governing the conduct of the company, as specified by its shareholders. The Companies Act imposes certain specific requirements on the content of a Memorandum of Incorporation in order to protect the interests of shareholders.  It provides for a number of default company rules / alterable provisions, which shareholders may accept or alter as they wish, as long as it is in line with the Companies Act.

An alterable provision is a provision in the Act in which it is expressly contemplated that its effect on a company may be negated, restricted, limited, qualified, extended, or otherwise altered in substance or effect by the company’s MOI.

Unalterable provisions are provisions of the Act which the company may not change.

A list of the alterable provisions of the Act can be found here.