Memorandum Of Incorporation Lawyers in Roodepoort

A Memorandum of Incorporation (MOI) is the founding document that governs a South African company under the Companies Act 71 of 2008, sets out the rights, duties and responsibilities of shareholders, directors and others in relation to the company, and binds the company to third parties. Drafting or amending an MOI is reserved legal work: only a practising attorney (or the company itself, acting without fee) may prepare it, and a non-attorney who does so in expectation of a fee commits a criminal offence under section 83(8)(a) of the Attorneys Act 53 of 1979, carrying a fine of up to R2,000 per document or, in default of payment, imprisonment not exceeding six months. Burger Huyser Attorneys’ Roodepoort branch, run under Director Nadine Roesch-Prinsloo, handles this work as part of the firm’s broader commercial practice.

Why Engage a Specialist MOI Lawyer in Roodepoort

An MOI sits at the constitutional level of a South African company. Once filed with the Companies and Intellectual Property Commission (CIPC), it binds shareholders, directors, and third parties, so drafting and amendment errors are expensive to unwind later. The document is also where a company chooses how restrictive its governance regime will be compared with the Act’s defaults — a choice that has knock-on consequences for share transfers, director removal, and the kind of counterparty a third party can presume to be acting for the company.

Three reasons make specialist involvement the prudent path rather than a formality:

• Reserved legal work. Only a practising attorney (or the company itself) may prepare an MOI for fee; a non-attorney who does so commits a criminal offence under the Attorneys Act. This is not work that an unregistered “company formation agent” can lawfully handle.
• Legacy alignment risk. Companies incorporated under the old Companies Act 61 of 1973 had a transitional window, which closed at the end of April 2013, to align their existing memorandum and articles with the Companies Act 71 of 2008. Pre-existing companies whose documents were never aligned are still operating on a non-compliant constitutive base and should review this before any further amendment or filing.
• Coordination with related commercial instructions. A Roodepoort-based attorney with commercial-law experience can handle the MOI alongside related instructions — shareholders’ agreements, sale of shares, changes to directors, or restructuring — rather than treating the MOI in isolation.

Burger Huyser Attorneys’ Roodepoort branch runs this work under Director Nadine Roesch-Prinsloo, with the firm’s commercial-law practice supported by specialist consultant J’Retha van Rensburg (Commercial Law and Contracts) and admitted attorney Mari Köhne (Commercial Law).

What the Service Covers (Scope of Engagement)

The firm’s MOI service covers the full drafting-and-filing cycle under the Companies Act 71 of 2008, not just the document itself:

• Drafting a new MOI for a company to be incorporated under the Act, including the choice between the default prescribed-form MOI (Form CoR 15.1A) and a tailored bespoke MOI that adapts the default to the client’s governance preferences.
• Amending an existing MOI by special resolution of shareholders, with the resolution and amended MOI filed with the CIPC under section 16 of the Act.
• Reviewing an inherited or off-the-shelf MOI to flag unusual or restrictive provisions, including any “RF” suffix implications under section 19 of the Act (the suffix signals that the MOI contains provisions more restrictive than the Act).
• Aligning legacy MOIs that pre-date the Companies Act 71 of 2008 with the current statutory framework.
• Coordinating with shareholders’ agreements so that the MOI and the shareholders’ agreement do not contradict each other on governance, transfers, or dispute resolution.
• Filing and CIPC interaction — preparing Form CoR 15.1A or Form CoR 15.1E (amendment) and lodging with the CIPC.

The Legal Framework: What an MOI Does Under the Companies Act 71 of 2008

The statutory framework treats the MOI as the company’s constitution. The salient features searchers need to understand:

• Definition and binding effect (section 15). The MOI is defined as an instrument that sets out the rights, duties and responsibilities of shareholders, directors and others within and in relation to the company, and other matters contemplated in section 15. It is binding between shareholders themselves, between the company and each shareholder, and between the company and each director or prescribed officer.
• Capacity and the “RF” suffix (section 19). Under section 19 a company has all the legal powers and capacity of an individual, except to the extent that the MOI provides otherwise. Companies whose MOIs contain provisions more restrictive than the Act must disclose this by adding the suffix “RF” (for “restricted fundamentals”) to the company name.
• Third-party protection (section 20). Section 20 strengthens third-party rights against both the company and those purporting to represent it. The old doctrine of ultra vires is no longer available to invalidate a transaction. Under section 20(7) a third party may presume all internal formalities have been complied with unless it was within that party’s reasonable knowledge that they had not — the Turquand rule carried forward.
• Conflicts of interest (section 75). Section 75 governs conflicts-of-interest disclosure by directors, and an MOI’s director-disclosure regime must align with the Act or be expressly tightened.
• Incorporation (section 13). Incorporation itself is dealt with under section 13 of the Act.

What an MOI Typically Contains

Whether the company adopts the default prescribed-form MOI or a tailored version, the substantive coverage below is what a constitutional document is expected to address. The depth of customisation in each area determines whether a tailored MOI is needed and whether the company will end up carrying the “RF” suffix.

Area	What is covered
Company name and registration number	Including any “RF” suffix where the MOI contains provisions more restrictive than the Act (section 19).
Share rights and classes	Ordinary shares, preference shares, or multiple classes with different voting or dividend rights.
Director appointment, rotation, and removal	Including any shareholder approval thresholds tighter than the Act’s default.
Shareholder meetings and resolutions	Ordinary versus special resolution thresholds, electronic participation, written resolutions.
Transfer of shares	Pre-emptive rights, ROFR/ROFO mechanics, drag-along and tag-along provisions, board or shareholder approval requirements.
Distribution and dividend rules	Including the section 46 solvency-and-liquidity test framework.
Accounting, audit, and financial-year-end	Audit triggers, accounting records, financial-year-end election.
Dispute resolution	Mechanisms where the parties wish to depart from court adjudication.

Why the Reserved-Work Rule Matters in Practice

Section 83(8)(a) of the Attorneys Act 53 of 1979 makes it a criminal offence for any person other than a practising attorney to draft, prepare, or cause to be prepared “any memorandum or articles of association or prospectus of any company” for or in expectation of any fee, gain or reward. The penalty on conviction is a fine not exceeding R2,000 for each document, or in default of payment, imprisonment not exceeding six months. This framework has been carried forward in substance under the Legal Practice Act 28 of 2014, which preserves the reserved-work regime for legal practitioners.

The practical implications are sharper than the formal wording suggests:

• Non-attorney “company formation agents” who charge a fee for drafting an MOI are operating outside the reserved-work framework, regardless of how the service is marketed.
• Banks and certain other parties sometimes prepare MOIs without charging a fee — that keeps the preparation outside the reserved-work prohibition, but it does not transfer the work to non-attorneys generally.
• Engaging an admitted attorney gives the company a single point of accountability for the document’s accuracy, alignment with the Act, and proper filing with the CIPC.

What to Look for When Choosing an MOI Lawyer in Roodepoort

Not every firm that says it “does commercial work” is set up to draft an MOI correctly. A short checklist of what to confirm before instructing:

• Admitted-attorney status. Confirm the practitioner drafting the MOI is an admitted attorney, given the reserved-work framework under the Attorneys Act.
• Commercial-law experience. MOI work sits inside a broader commercial practice; look for a firm that also handles shareholders’ agreements, share transfers, and CIPC filings regularly.
• Understanding of the Companies Act default regime. Practitioners who default to a Form CoR 15.1A off-the-shelf MOI without checking the client’s governance preferences may miss later disputes around share transfers or director removal.
• Awareness of the “RF” implications. The firm should advise on whether a tailored MOI will require the “RF” suffix and what that signals to third parties (lenders, suppliers, contracting counterparties).
• Coordination with related commercial documents. Particularly the shareholders’ agreement, which often governs points the MOI cannot fully cover (informal governance, deadlock resolution, valuation mechanics).
• Transparent fee conversation. Quoted per file after an initial scoping conversation, with a clear list of what is and is not included (CIPC filing fees, certified copies, shareholders’ resolution drafting).

Burger Huyser Attorneys’ Roodepoort branch handles this work under Director Nadine Roesch-Prinsloo, with the firm’s commercial-law practice supported by specialist consultant J’Retha van Rensburg and admitted attorney Mari Köhne, so MOI instructions sit inside an established in-house commercial practice rather than being referred out.

Practical Considerations: Cost, Timeline, What to Bring

Three variables drive the shape of any MOI engagement. Reading them together, rather than separately, helps a Roodepoort-based business plan the instruction properly:

Variable	What to expect
Cost	Fees depend on whether the engagement is a new incorporation (drafting an MOI from the default form), a bespoke MOI for a multi-class share structure, or an amendment to an existing MOI. Burger Huyser Attorneys quotes on a per-file basis after an initial scoping conversation at the Roodepoort branch.
Timeline	Straightforward incorporations on Form CoR 15.1A can be filed promptly once the client’s instructions, share structure, and director details are confirmed. Bespoke MOIs take longer because the drafting and shareholder approval cycle has to be sequenced before CIPC filing.
CIPC filing fees and turnaround	CIPC charges apply on top of attorney fees and are not included in the firm’s professional fee. CIPC processing times for new incorporations and amendments vary and should be confirmed at engagement.

What to bring to the first consultation at the Roodepoort branch:

1. Proposed company name (with reserve-name confirmation from CIPC if available).
2. Details of proposed directors and prescribed officers.
3. Share structure (number of shares, classes, rights attached).
4. Any existing shareholders’ agreement.
5. Copies of any current or prior MOI for amendment work.
6. ID copies of all incorporators or signatories.

If you need a Roodepoort attorney to draft, amend, or align your company’s Memorandum of Incorporation under the Companies Act 71 of 2008, contact Burger Huyser Attorneys’ Roodepoort branch on 011 668 0030 (mobile 061 516 0091) or visit the office at 16 Galena Avenue, Helderkruin, Roodepoort, 1724. The Roodepoort office is run under Director Nadine Roesch-Prinsloo, with the firm’s commercial-law work supported by specialist consultant J’Retha van Rensburg and admitted attorney Mari Köhne. The firm was named Commercial Law Firm of the Year 2025 — South Africa at the 5 Star Lawyers Awards, and carries a 4.8/5 average across 250+ Google reviews (Trustindex verified “Top Rated Law Firm in South Africa”). Initial consultations are booked through the Roodepoort branch directly. Bring your proposed company name (with CIPC name reservation if available), the proposed share structure and director details, any existing shareholders’ agreement, and copies of any current or prior MOI for amendment work.

Frequently Asked Questions

Who may draft a Memorandum of Incorporation in South Africa?

Only a practising attorney (or the company itself, acting without fee) may draft an MOI. Under section 83(8)(a) of the Attorneys Act 53 of 1979, any other person who drafts or prepares an MOI for or in expectation of a fee, gain or reward commits a criminal offence, carrying on conviction a fine of up to R2,000 per document or, in default of payment, imprisonment not exceeding six months.

What is the difference between the default MOI and a tailored MOI?

The default MOI (Form CoR 15.1A) is a prescribed-form constitution under the Companies Act 71 of 2008 that incorporates the Act’s default rules. A tailored MOI adapts those defaults to a company’s specific governance preferences, share classes, transfer restrictions, or director-appointment rules. Tailored MOIs that contain provisions more restrictive than the Act require the company to disclose this by adding the suffix “RF” to its name under section 19 of the Companies Act 71 of 2008.

How long does it take to draft and file an MOI in Roodepoort?

A straightforward new incorporation on Form CoR 15.1A can typically be drafted, signed, and lodged with the CIPC once the client’s instructions, share structure, and director details are confirmed and the name reservation is in place. Bespoke MOIs take longer because the drafting, shareholder review, and special-resolution cycle run before CIPC filing. CIPC processing times vary and should be confirmed at engagement.

Does our pre-existing company have to align its old MOI with the Companies Act 71 of 2008?

Pre-existing companies were required to align their memorandum and articles with the Companies Act 71 of 2008 within the transitional window that closed at the end of April 2013. Companies that did not align within that window are still operating on a non-compliant constitutive base. Burger Huyser Attorneys can review an inherited MOI, identify any misalignment, and prepare an alignment amendment for filing.

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

16 Galena Avenue, Helderkruin, Roodepoort, 1724. Tel 011 668 0030, mobile 061 516 0091. Open Monday to Friday, 7:30am to 4:30pm. The branch is run under Director Nadine Roesch-Prinsloo, with the firm’s commercial-law work supported by specialist consultant J’Retha van Rensburg (Commercial Law and Contracts) and admitted attorney Mari Köhne (Commercial Law).

How much does it cost to draft or amend an MOI?

Fees depend on whether the engagement is a new incorporation on the default form, a bespoke MOI with multiple share classes, or an amendment to an existing MOI. Burger Huyser Attorneys quotes on a per-file basis after an initial scoping conversation at the Roodepoort branch (011 668 0030); CIPC filing fees and any certified-copy costs are billed separately and should be confirmed at engagement.