Memorandum of Incorporation Lawyers in Bedfordview

Burger Huyser Attorneys’ Commercial Law and Contracts practice drafts, reviews, and amends Memoranda of Incorporation (MOIs) for private companies from its Bedfordview branch at 45A Florence Avenue, Bedfordview, Johannesburg, 2008 (tel 011 201 7190). An MOI is the founding constitutional document every South African company must have under the Companies Act 71 of 2008 — it sets the rules the shareholders agree on for managing and maintaining the business — and any company registering with a customised (non-standard) MOI that waives or alters statutory default rules (for example waiving the audit requirement, varying rights within a share class, or restricting directors’ contracting powers) should have the document drafted or reviewed by a legally qualified person.

Why Engage a Specialist MOI Lawyer in Bedfordview

Every South African company must lodge a Memorandum of Incorporation on registration under the Companies Act 71 of 2008 — it is the constitutional document that governs the company’s internal rules and binds the shareholders, the directors, and the company itself. A standard MOI provided by the Companies Act is sufficient for many small owner-managed businesses, but any company that needs to waive or alter a statutory default rule — waiving the audit requirement, varying rights within a share class, restricting directors’ contracting powers, or excluding the right of first refusal on share issues — needs a customised MOI, and the CIPC notes that customised MOIs “may require the assistance of a legally qualified person or someone with company secretarial knowledge.”

The Act’s unalterable provisions still apply regardless of what the MOI says. Directors’ duties and the enhanced accountability requirements for public and state-owned companies cannot be contracted out of, and where an MOI conflicts with the Act, the Act prevails — this is exactly the layer where a drafting mistake creates downstream exposure for shareholders and directors. A Bedfordview-based MOI lawyer with both Companies Act experience and a working relationship with CIPC filing turnaround is the practical choice for directors and shareholders who need the document done once and done right.

What the Service Covers

Engagement	What the attorney delivers
Drafting a new MOI at incorporation	Prepare a customised MOI tailored to the shareholders’ agreement, choose which of the Act’s alterable provisions to adopt or vary, and submit it with the company registration application to the CIPC.
Reviewing an inherited MOI	Audit an existing MOI on acquisition, on entry of a new shareholder, or on the death or resignation of a director, and flag provisions that no longer reflect how the company actually runs.
Amending an existing MOI	Draft a special resolution to amend the MOI, lodge the amendment with the CIPC, and update the company’s internal records.
Aligning the MOI with the shareholders’ agreement	Check that the MOI is internally consistent with any separate shareholders’ agreement and that neither document contains a term that the other overrides.
Restructuring-trigger amendments	Prepare an amended MOI on share-for-share exchange, share repurchase, conversion of a close corporation to a company, or a change in the company’s public, private or non-profit status.

The Statutory Framework: What the Companies Act Lets You Change

The Companies Act 71 of 2008 supplies a list of alterable provisions — default rules a company may accept or change as long as the change is consistent with the Act. The most commonly varied provisions in a customised MOI are:

Provision	Section	What the alteration typically does
Legal powers and capacity of the company	—	Restricts directors from contracting on behalf of the company in their own capacity, or otherwise varies the company’s default capacity.
Extended accountability (Chapter 3)	s 34(2)	Private, non-profit and incorporated companies elect to comply with the extended accountability requirements that would otherwise only apply to public companies.
Rights within a share class	s 37(1)	Creates different rights, limitations or terms for shares within the same class.
Right of first refusal on share issues	s 39(3)	Excludes current shareholders’ right of first refusal on new shares issued by a private company.
Financial assistance for share acquisitions	s 45(2)	Forbids the board from rendering financial assistance to parties wanting to acquire shares in the company.
Notice periods for meetings	—	Sets minimum notice periods longer than the Act prescribes.
Electronic notice and participation	s 63(2)	Permits or prohibits electronic notice and electronic participation in meetings.
Minimum number of directors	s 66(2)	Sets a higher minimum number of directors than the Act prescribes.

Unalterable provisions cannot be changed by the MOI. The principal examples are directors’ duties and responsibilities, and the enhanced accountability requirements for public and state-owned companies. The Act prevails in any conflict with the MOI, and additional MOI provisions are permitted only where they are consistent with the Act. Every MOI must record the detail of the incorporators, the number of directors and alternate directors, and the maximum issued share capital.

Standard vs Customised MOI: When You Need Which

• Standard MOI. Supplied by the Companies Act and integrated into the CIPC registration process; sufficient for the simplest owner-managed private companies happy to operate on the Act’s default rules; registerable online, at a CIPC self-service terminal, or through collaborating banks.
• Customised (non-standard) MOI. Drafted for the specific shareholders’ agreement, allowing the company to waive or alter particular default rules (for example waiving the audit requirement); must be attached to the registration application and is the route taken whenever the founders’ commercial deal does not match the Act’s defaults.
• Amendment of an existing MOI. Filed by special resolution with the CIPC after the company is already registered, used when the shareholders’ agreement changes or the company restructures.

What to Look for When Choosing an MOI Lawyer

• Companies Act working knowledge. The lawyer should draft from the Act itself, not from a templated form, because the alterable provisions list changes and the unalterable list is small but non-negotiable.
• Cross-practice fluency. An MOI rarely stands alone; the lawyer should also be able to align it with any separate shareholders’ agreement, sale of shares, or buy-sell arrangement.
• Direct principal-attorney access. Drafting an MOI is partner-grade work and should not be handed to a candidate attorney without principal review.
• CIPC filing experience. The lawyer should handle the filing and any CIPC query sheet response, not just hand back the document for the client to file.
• Transparent cost conversation. Fees should be quoted after the scope is clear (new MOI vs inherited-MOI review vs amendment), not estimated before the brief is taken.

Burger Huyser Attorneys’ Bedfordview branch runs this work inside the firm’s Commercial Law and Contracts practice alongside shareholders’ agreements, lease agreements, and company registrations, so the MOI is checked against the surrounding commercial documents rather than drafted in isolation.

Practical Considerations: Cost, Timeline, What to Bring

Practical point	Detail
Cost	Fees depend on whether the engagement is a new incorporation MOI, a review of an inherited MOI, or an amendment, and on whether the document is being drafted from scratch or adapted from an existing template. Burger Huyser Attorneys quotes on a per-file basis after the initial scope review at the Bedfordview branch.
Timeline	A new customised MOI can usually be drafted within one to two weeks of receiving the shareholders’ agreement and structure details. CIPC registration of the company (with the MOI attached) then takes its own turnaround on the CIPC side; an MOI amendment runs the special-resolution path plus a CIPC filing cycle.
What to bring to the first consultation	The proposed company name and structure, the shareholders’ agreement (draft or final), a list of the proposed directors and alternate directors, the maximum issued share capital, and any specific default rules the shareholders want to waive or alter (for example audit, pre-emption rights, financial assistance).

Engage Burger Huyser Attorneys’ Bedfordview Branch

If you are setting up a new private company, reviewing an inherited MOI, or amending an existing MOI after a shareholder change or restructuring, contact Burger Huyser Attorneys’ Bedfordview branch on 011 201 7190 (after-hours 061 536 3223) or visit the office at 45A Florence Avenue, Bedfordview, Johannesburg, 2008. The firm’s Commercial Law and Contracts practice drafts customised MOIs at incorporation, reviews existing MOIs against the shareholders’ agreement, and files amendments with the CIPC after a special resolution. Initial consultations are booked through the Bedfordview branch directly; bring the proposed company name and structure, the shareholders’ agreement, the proposed directors’ details, the maximum issued share capital, and any specific Companies Act default rules the shareholders want to waive or alter. The firm carries a 4.8/5 average across 250+ Google reviews (Trustindex verified “Top Rated Law Firm in South Africa”) and fields this work across its Gauteng branches.

Frequently Asked Questions

How much does an MOI lawyer cost in Bedfordview?

Fees depend on the scope. A new customised MOI at incorporation costs less than a full review of an inherited MOI plus alignment with a shareholders’ agreement, and either costs less than a multi-step amendment running through a special resolution. Burger Huyser Attorneys quotes on a per-file basis after the initial scope review at the Bedfordview branch (011 201 7190); the firm gives a transparent cost conversation up front rather than a loose pre-engagement estimate.

Do I actually need a lawyer to draft an MOI, or can I just use the standard one?

The Companies Act 71 of 2008 supplies a standard MOI that is integrated into the CIPC registration process and can be filed online, at a self-service terminal, or through collaborating banks, and it is sufficient for the simplest owner-managed private companies. Any company that needs to waive or alter a statutory default rule (for example waiving the audit requirement, varying rights within a share class, excluding the right of first refusal, or restricting directors’ contracting powers) needs a customised MOI, which the CIPC notes may require the assistance of a legally qualified person or someone with company secretarial knowledge.

What is the difference between an alterable and an unalterable provision?

Alterable provisions are default rules in the Companies Act that a company may accept, vary or waive in its MOI, including extended accountability under section 34(2), share-class rights under section 37(1), pre-emption rights under section 39(3), financial assistance under section 45(2), electronic notice and participation under section 63(2), and minimum directors under section 66(2), among others. Unalterable provisions cannot be contracted out of by the MOI — directors’ duties and responsibilities, and the enhanced accountability requirements for public and state-owned companies, are the key examples. Where the MOI conflicts with the Act, the Act prevails.

Can an MOI be amended after the company is registered?

Yes. An existing MOI is amended by special resolution of the shareholders, with the amendment then filed with the CIPC. Common triggers are a change in the shareholders’ agreement, entry or exit of a shareholder, a restructuring (share-for-share exchange, share repurchase, conversion from a close corporation), or a change in the company’s status (private, public or non-profit). Burger Huyser drafts both the special resolution and the amended MOI and lodges both with the CIPC.

Where is the Burger Huyser Bedfordview branch, and what are the hours?

45A Florence Avenue, Bedfordview, Johannesburg, 2008. Telephone 011 201 7190. Mobile and after-hours line 061 536 3223. Open Monday to Friday, 7:30am to 4:30pm.

Can the firm’s MOI work be aligned with a shareholders’ agreement?

Yes. Burger Huyser’s Commercial Law and Contracts practice drafts shareholders’ agreements alongside MOIs and routinely checks that the two documents are internally consistent, with no term in the MOI that the shareholders’ agreement overrides and no term in the shareholders’ agreement that the MOI contradicts. This is part of the same engagement rather than a separate instruction.