What is a Memorandum of Incorporation?
The Memorandum of Incorporation (MOI) is a company's founding document — essentially its constitution. It governs how the company operates, makes decisions, and manages relationships between shareholders and directors.
Under the Companies Act 71 of 2008, every company must have an MOI. The CIPC registrar requires it at the time of incorporation.
The MOI replaced the old Memorandum and Articles of Association (MA&A) from the previous Companies Act.
What Does the MOI Contain?
A standard MOI for a (Pty) Ltd covers:
| Section | Content |
|---|
|---|---|
| Company details | Name, registration number, type |
|---|---|
| Share structure | Number and classes of shares authorised |
| Director provisions | Minimum directors, appointment, removal |
| Board meetings | Quorum, voting, notice periods |
| Shareholder rights | Pre-emptive rights, transfer restrictions |
| Dividends | Declaration and distribution policies |
| Financial year | Accounting period |
| Auditing requirements | Audit or independent review obligations |
| Special conditions | Restrictive conditions, RF (ring-fenced) provisions |
Standard MOI vs Customised MOI
CIPC provides a standard template MOI for each company type. However, companies can customise their MOI to:
- •Restrict share transfers (important for family businesses)
- •Require special resolutions for specific decisions
- •Grant different share classes different voting rights
- •Add pre-emptive rights (existing shareholders must be offered shares first)
- •Include founder preference shares
**Important:** Once filed with CIPC, the MOI is a **public document** — anyone can search and obtain a copy.
Can the MOI be Changed After Registration?
Yes — the MOI can be amended by:
- Passing a special resolution at a shareholders' meeting (75% majority)
- Filing a CoR15.2 (Notice of Amendment to MOI) with CIPC
- Paying the CIPC amendment fee (R100)
Changes take effect 10 business days after CIPC filing.
MOI vs Shareholders' Agreement: Key Difference
Many business owners confuse these two documents:
| MOI | Shareholders' Agreement |
|---|
|---|---|---|
| Filed with CIPC | Yes (public) | No (private) |
|---|---|---|
| Binding on | Company, directors, shareholders | Only parties who sign |
| Contains | Company governance | Commercial arrangements |
| Enforceable against | All stakeholders | Only signatories |
Best practice: Have both — the MOI governs legal compliance, while the shareholders' agreement governs the commercial relationship between co-founders.
Types of Company MOIs in South Africa
| Company Type | MOI Form |
|---|
|---|---|
| Private Company (Pty) Ltd | CoR15.1A |
|---|---|
| Public Company (Ltd) | CoR15.1B |
| Non-Profit Company (NPC) | CoR15.1C |
| State-Owned Company | CoR15.1D |
| Personal Liability Company (Inc) | CoR15.1E |
Get Your Customised MOI from Amashad
Amashad drafts customised MOIs to protect your business interests — including share transfer restrictions, founder protections, and multi-class share structures. Request a quote for a customised MOI today.