Memorandum of Incorporation Lawyers in Centurion

Burger Huyser Attorneys’ Commercial Law and Contracts practice drafts, reviews and amends Memoranda of Incorporation (MOIs) from its Centurion branch at Block 12, Unit 34, First Floor, Central Office Park, 257 Jean Avenue, Centurion, 0157 (tel 012 644 4990, after-hours 061 516 7117). The work runs through the firm’s commercial law practice under the Companies Act 71 of 2008, with filings made electronically with the Companies and Intellectual Property Commission (CIPC) on the client’s behalf. The service covers the full MOI arc: drafting an MOI for a new company registration, aligning an existing MOI with a shareholders’ agreement, embedding director duties and shareholder protections, effecting amendments by special resolution and Form CoR 15.2 filing, and converting between company types where the company’s structure needs to change. Centurion-based clients typically start with a one-on-one consultation at the Centurion office to confirm the entity type, the shareholding matrix, and any investor or family-governance terms that need to be captured in the MOI; the firm will not draft an MOI that conflicts with the Companies Act or that purports to override a non-derogable provision, and will flag any such conflicts up front.

Why Engage a Specialist MOI Lawyer in Centurion

Drafting a memorandum of incorporation for fee is reserved legal work. Historically, section 83(8)(a) of the Attorneys Act made it an offence for any person other than a practising attorney to draft for fee a memorandum (or articles) of association of any company, liable on conviction to a fine not exceeding R2,000 per document or, in default of payment, imprisonment not exceeding six months. That position is now governed by the reserved-work framework in the Legal Practice Act 28 of 2014, but the legislature’s seriousness about the reservation has not changed. A Centurion-based company that hands an MOI to a non-attorney “for a small fee” is asking for an engagement that itself is the problem.

The MOI is the company’s constitutive document under the Companies Act 71 of 2008. It sits above any shareholders’ agreement in priority, cannot contract out of non-derogable provisions in the Act, and shapes every future governance question: board composition, share classes, director appointments, shareholder approvals, dispute resolution, and the procedure for any future amendment. A poorly drafted MOI is expensive to unwind later — amendments require a special resolution (at least 75% of voting rights) and a Form CoR 15.2 filing, so getting the document right at incorporation pays for itself many times over.

A Centurion-based attorney familiar with the CIPC filing system and the Pretoria-side CIPC office can compress turnaround on incorporation and amendment filings. The Centurion branch sits in the same Gauteng business corridor that most Centurion SMEs and family-owned companies operate in, so face-to-face sign-offs, original-ID collection, and meetings with co-founders can all be handled without an inter-city trip.

What the Service Covers

Engagement	What the attorney delivers
New company incorporation	Drafting the MOI from scratch (or adapting a template), selecting the company type (non-profit, private, public, personal liability company), defining share classes and directors’ powers, and submitting the registration via CIPC.
MOI review and alignment	Auditing an existing MOI that is out of date, conflicts with a shareholders’ agreement, or needs to be re-purposed for a new investor, family member, or partner.
MOI amendments	Preparing the special resolution, lodging Form CoR 15.2 with CIPC, and updating any consequential documents (shareholders’ agreement, board resolutions).
Shareholders’ agreement cross-referencing	Ensuring the MOI and the shareholders’ agreement are internally consistent on reserved matters — issue of shares, transfer restrictions, drag/tag, deadlock, pre-emption rights.
Director-duty and governance embedding	Translating the statutory director duties in section 76 of the Companies Act into the company’s own governance code, and reflecting any King IV apply-and-explain choices the company wants to make.
Conversions and restorations	Converting between company types (e.g. close corporation to private company, filed on Form CoR 18.1), restoring a deregistered company, or adjusting share capital structure.

The Local Filing Layer: Companies Act, CIPC, and the Tshwane Filing Geography

Centurion companies register and file with the CIPC, whose registered office sits in Pretoria — the same metropolitan municipality (the City of Tshwane Metropolitan Municipality) that includes Centurion. Filings are made electronically via the CIPC customer portal, and post-registration documents, including filed MOIs, are issued by the Pretoria office. There is no local court registry step in the MOI process; companies that turn up at the Centurion Magistrate’s Court expecting to lodge incorporation paperwork will be redirected to CIPC’s national channels.

The substantive law is the Companies Act 71 of 2008, supplemented by the Companies Regulations, 2011, and Table A and Table B (the default MOIs). Companies that don’t file a bespoke MOI are deemed to have adopted the default MOI applicable to their company type, which is rarely what a founder actually wants. King IV is non-binding but applies to all entities on an apply-and-explain basis; JSE-listed companies, state-owned entities, and many larger private companies are expected to address its principles in their MOI or governance code.

Source of law	Role in MOI drafting
Companies Act 71 of 2008	Primary statute: sets non-derogable provisions (e.g. directors’ duties under section 76), alterable provisions (e.g. pre-emption rights, financial assistance), and the special-resolution threshold for amendments.
Companies Regulations, 2011	Prescribe the format of forms (CoR 15.1, 15.2, 18.1) and the procedural steps for incorporation, amendment, and conversion.
Table A / Table B	Default MOIs that apply automatically when a company does not file a bespoke MOI; rarely used in practice for customised founder deals.
King IV Report on Corporate Governance	Non-binding, apply-and-explain; influences governance codes that sit alongside the MOI, particularly for JSE-listed, state-owned, and larger private companies.
B-BBEE Act 53 of 2003	Affects ownership and reporting structures that may need to be reflected in the MOI for many Centurion-based entities.
Labour Relations Act 66 of 1995	Engages where employee-share schemes or staff-trust shareholdings are embedded in the MOI.

What to Look for When Choosing an MOI Lawyer in Centurion

• Companies Act fluency. The attorney should work from the current Companies Act and the current CIPC forms (CoR 15.1, 15.2, 18.1), not from an outdated template carried over from the pre-2011 Companies Act regime.
• Reserved-work authority. Under current law the attorney must be a practising legal practitioner; if a non-attorney offers to “prepare” an MOI for a fee, the engagement itself is the problem.
• Direct principal-attorney involvement. MOI drafting is partner-grade work because it sets the company’s governance architecture for years to come; candidate-attorney hand-off without supervision is a red flag.
• CIPC-filing experience. The value is not just the draft, it’s getting the document through CIPC cleanly the first time and avoiding the back-and-forth that delays incorporation.
• Cross-referencing discipline. The lawyer should ask about (and read) the shareholders’ agreement, any founder agreement, and any existing trust or family-governance documents before drafting the MOI.
• Transparent cost conversation. Fees should be quoted after the scope is clear, not estimated loosely before the lawyer has seen the shareholding matrix.

Burger Huyser Attorneys’ Centurion branch runs MOI drafting inside the firm’s Commercial Law and Contracts practice, which explicitly covers company registrations, drafting and reviewing contracts, and shareholders’ agreements, 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 the scope: a straightforward single-shareholder, single-director private company MOI is materially cheaper to draft than a multi-class, multi-shareholder, family-governance MOI with embedded pre-emption, drag/tag and deadlock provisions. Burger Huyser Attorneys quotes on a per-file basis after the scope is confirmed at the Centurion branch (012 644 4990).
Timeline	CIPC registration of a new company with a clean MOI typically completes within five to fifteen working days from electronic filing, depending on CIPC workload and the completeness of supporting documents. MOI amendments by special resolution and Form CoR 15.2 follow a similar electronic-filing turnaround.
What to bring to the first consultation	Proposed company name(s) and reserved name confirmation if available; list of directors (and alternate directors, if any); list of shareholders and proposed share class structure; any existing or draft shareholders’ agreement or founder agreement; the existing MOI if the company is already registered; and any specific governance terms (transfer restrictions, deadlock resolution, family-trust provisions, employee-share scheme terms) that need to be captured.

Engage Burger Huyser Attorneys’ Centurion Branch

If you need a Centurion-based attorney to draft a new memorandum of incorporation, align an existing MOI with a shareholders’ agreement, or effect an amendment and file it with CIPC, contact Burger Huyser Attorneys’ Centurion branch on 012 644 4990 (after-hours 061 516 7117) or visit the office at Block 12, Unit 34, First Floor, Central Office Park, 257 Jean Avenue, Centurion, 0157. The firm runs MOI work through its Commercial Law and Contracts practice, with files handled at the Centurion office in coordination with CIPC’s Pretoria-side filing office. Initial consultations are booked through the Centurion branch directly; bring your proposed company name(s), the list of directors and shareholders, any existing or draft shareholders’ agreement, and a short note on any governance terms (transfer restrictions, deadlock resolution, family-trust provisions, employee-share scheme terms) that need to be captured. 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 drafting an MOI cost in Centurion?

Fees depend on the scope of the document. A single-shareholder, single-director private company with a standard MOI is materially cheaper than a multi-class, multi-shareholder MOI with embedded pre-emption, drag/tag, deadlock and family-governance provisions. Burger Huyser Attorneys quotes on a per-file basis after the scope is confirmed at the Centurion branch (012 644 4990); the firm will not give a loose pre-engagement estimate before the shareholding matrix and any cross-referenced agreements have been reviewed.

How long does it take to register a company with CIPC?

CIPC registration of a new private company with a clean, attorney-drafted MOI typically completes within five to fifteen working days from electronic filing, depending on CIPC workload and the completeness of the supporting documents (director IDs, residential addresses, signed MOI). MOI amendments to an existing company, lodged by special resolution and Form CoR 15.2, follow a similar electronic-filing turnaround.

Does Burger Huyser only draft new MOIs, or can it amend or align an existing MOI?

The firm handles the full MOI arc: drafting MOIs for new incorporations, reviewing existing MOIs and aligning them with current shareholders’ agreements or founder agreements, and effecting amendments by special resolution and Form CoR 15.2 filing with CIPC. The first step is the same: a scope-and-shareholding-matrix review at the Centurion branch.

Can someone other than a practising attorney draft an MOI?

Drafting an MOI for fee is reserved legal work, historically under section 83(8)(a) of the Attorneys Act, which carried a fine of up to R2,000 per document or up to six months’ imprisonment for non-compliance, and now under the reserved-work framework in the Legal Practice Act 28 of 2014. Non-attorneys (accountants, tax practitioners, banks) sometimes assist with template preparation without charging a drafting fee, but a paid drafting engagement is properly an attorney’s work.

Do I need an MOI if I’m registering a small private company?

Yes. Every company registered under the Companies Act 71 of 2008 must have an MOI. If a company does not file a bespoke MOI, the default MOI in Table B (or the prescribed alternative) applies automatically, which most founders find too generic for their actual governance needs; a short, attorney-drafted MOI is usually the better starting point.

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

Block 12, Unit 34, First Floor, Central Office Park, 257 Jean Avenue, Centurion, 0157. Tel 012 644 4990. Open Monday to Friday, 7:30am to 4:30pm, with an after-hours mobile line (061 516 7117) for urgent matters.