Memorandum of incorporation Fourways

A Memorandum of Incorporation (MOI) is the founding constitutional document of a South African company under the Companies Act 71 of 2008 and must be filed with the Companies and Intellectual Property Commission (CIPC). An MOI is amended by special resolution, generally requiring at least 75% of the exercised voting rights, and Fourways-based businesses can obtain drafting, review, amendment and CIPC filing assistance through Burger Huyser Attorneys’ Sandton branch.

What an MOI Actually Does

The MOI is the company’s supreme governing document. A shareholders’ agreement and decisions taken by directors must operate consistently with it; where there is a conflict, the MOI governs subject to the Companies Act.

It records the company’s constitutional arrangements, including its name and registration details, share rights, and the rights, duties and responsibilities of directors, shareholders and prescribed officers. Every company incorporated after 1 May 2011 must have an MOI filed with CIPC, and the filed document is publicly obtainable from the Commission.

CIPC provides standard forms, including CoR 15.1A for a private or non-profit company using a standard MOI and CoR 15.1B for a private company using a customised MOI. A business can adopt the standard form, but a customised document is often more suitable where ownership, control or governance arrangements require something more precise.

Why Engage a Commercial Attorney for MOI Work in Fourways

MOI drafting is not simply a matter of completing a registration form. The Companies Act distinguishes between provisions that cannot be weakened and alterable provisions that may be tightened by the MOI. A clause that is inconsistent with the Act, or that conflicts with another governance document, can create uncertainty when shareholders or directors need to act.

• Shareholding structures: family businesses, joint ventures, BEE shareholding and employee share schemes often need tailored provisions.
• Control and decision-making: voting rights, reserved matters, director appointment and removal mechanisms can be structured clearly.
• Document alignment: a shareholders’ agreement must not contradict the MOI, because the MOI prevails in a conflict.
• Filing accuracy: the correct CoR form, resolution and supporting documents must be submitted to CIPC.

Burger Huyser’s Commercial Law and Contracts practice handles company registrations, contracts and related governance work, giving Fourways clients a practical route to have the MOI considered alongside their wider commercial documents.

What the Memorandum of Incorporation Service Covers

Service	Typical scope
New MOI drafting	Choosing a standard or customised form and addressing share classes, director procedures, board meetings, dividends and distributions.
MOI amendment	Preparing the special resolution, checking the required voting threshold and filing the amendment with CIPC.
Review of an existing MOI	Assessing inherited or pre-1 May 2011 provisions and identifying inconsistencies with the current Companies Act.
Shareholders’ agreement alignment	Comparing the two documents and identifying provisions that need to be reconciled.
CIPC filing	Submitting the appropriate CoR form, supporting documents and filing fee, then monitoring the process and responding to queries.
Patent error correction	Preparing a Notice of Alteration where an obvious error may be corrected without a fresh special resolution.

The Fourways Filing Layer: Local Context

Fourways falls within the City of Johannesburg Metropolitan Municipality, but MOI registrations and amendments are handled through CIPC’s national company registry. There is no separate Fourways or local Johannesburg MOI registrar. The filing venue therefore does not change because the company is based in Fourways.

CIPC processing times vary according to the transaction, the completeness of the submission and whether the Commission raises a query. A clean standard filing may be processed in a few working days once payment reflects, while assessed or queried files can take longer. Burger Huyser’s Sandton branch tracks the timeline for each file, and turnaround depends primarily on the document’s complexity rather than geographic distance.

What to Look for When Choosing an MOI Attorney

1. Companies Act fluency: the attorney should work from the current Companies Act 71 of 2008 rather than an outdated pre-2011 template.
2. Current CIPC awareness: forms, fees and electronic filing requirements can change, so the filing process should be checked at the time of submission.
3. Customised-drafting experience: owner-managed, family-owned and multi-shareholder companies may need more than form-filling.
4. Shareholders’ agreement coordination: parallel governance documents should be reviewed together.
5. Transparent fees: a quote should follow a short scoping conversation rather than a loose estimate made without seeing the documents.

Burger Huyser Attorneys’ Commercial Law and Contracts practice, under director J’Retha van Rensburg as identified in the brief for this service, is the firm’s relevant point of contact for this type of governance work.

Practical Considerations: Cost, Timeline and What to Bring

Consideration	What to expect
Professional fees	Fees depend on whether the MOI is standard or customised, the complexity of the shareholding structure and whether a shareholders’ agreement must be reconciled. Burger Huyser quotes per file after scoping.
Drafting time	A new customised MOI typically takes one to three weeks once shareholders agree on key clauses. Amendments can often be prepared sooner, depending on the change.
CIPC processing	Processing is additional to drafting and varies with the transaction and any queries.
CIPC fees	The outline records registration figures of R125 for a private company and R475 for a non-profit company registered without members. Confirm current fees and amendment charges directly with CIPC.

For the first consultation, bring:

• ID copies for directors and shareholders;
• the existing MOI, if the company already has one;
• the company’s registration certificate;
• any draft or signed shareholders’ agreement; and
• a clear explanation of the intended outcome, such as founder control, BEE shareholding, succession planning or family-trust involvement.

If you are establishing a company in Fourways, changing its governance arrangements or aligning an MOI with a shareholders’ agreement, contact Burger Huyser Attorneys’ Sandton branch on 011 253 3080 or after hours on 064 555 3358. The office is at Block 3, 1st floor, Northdowns Office Park, 17 Georgian Crescent East, Bryanston, Sandton, 2191. Bring the company and shareholder documents to the consultation so the Commercial Law and Contracts team can scope the work and confirm the fee.

Frequently Asked Questions

How much does it cost to draft or amend a Memorandum of Incorporation in Fourways?

Fees depend on whether the MOI is standard-form or customised, the complexity of the shareholding structure, and whether a shareholders’ agreement must be reconciled. Burger Huyser Attorneys quotes per file after a scoping conversation at the Sandton branch on 011 253 3080.

How long does it take to amend an MOI?

An amendment requires a special resolution supported by at least 75% of exercised voting rights, or a higher threshold in the existing MOI. Drafting a customised MOI generally takes one to three weeks before the resolution, and CIPC processing adds further time.

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

Unalterable provisions cannot be weakened by the MOI, while alterable provisions are statutory default rules that the MOI may tighten but not relax. Directors’ duties and accountability requirements are important examples of protected provisions.

Can the standard form MOI from CIPC be used as is?

Yes. CIPC provides a standard short-form MOI, including CoR 15.1A for private and non-profit companies. Businesses with multiple shareholders, family-trust involvement or BEE shareholding may need a customised CoR 15.1B MOI.

Does an MOI amendment need a special resolution?

Yes. An MOI is generally amended by special resolution supported by at least 75% of exercised voting rights, unless the existing MOI requires a higher threshold. An obvious patent error may instead be corrected by filing a Notice of Alteration where permitted.

Where is the closest Burger Huyser office to Fourways for MOI work?

The closest listed office is the Sandton branch at Block 3, 1st floor, Northdowns Office Park, 17 Georgian Crescent East, Bryanston, Sandton, 2191. It can be contacted on 011 253 3080 or after hours on 064 555 3358, Monday to Friday from 7:30am to 4:30pm.