Memorandum of incorporation Pretoria

A Memorandum of Incorporation (MOI) is the constitutional document that governs every company registered in South Africa under section 15 of the Companies Act 71 of 2008, and it must be filed with the Companies and Intellectual Property Commission (CIPC). The MOI sets out the rules for the company’s internal conduct, including directors’ powers, shareholders’ rights, share classes, and meeting procedures, and is amendable only by a special resolution supported by at least 75% of exercised voting rights. Pretoria-based companies file and amend their MOIs through the CIPC’s national e-Services portal, and disputes over MOI alterations can be brought before the Pretoria seat of the Companies Tribunal.

What a Memorandum of Incorporation Is

The MOI is the constitutional document of a South African company under section 15 of the Companies Act 71 of 2008. Every company incorporated after 1 May 2011 must file an MOI with the CIPC, and the MOI is a public document that anyone can request a copy of from the Commission. The CIPC describes the MOI as the most important document governing a company — the document that sets out the rules governing the conduct of the company, as specified by its owners.

The MOI is binding between the company and each shareholder and each director, and is subordinate to nothing but the Companies Act itself. Any shareholders’ agreement or director action that conflicts with the MOI is ineffective to the extent of that conflict. The Act imposes specific mandatory content requirements on the MOI to protect shareholders, and provides a set of default rules — the “alterable provisions” — that companies may accept or override in the MOI, provided the changes remain consistent with the Act.

What an MOI Must Contain

The Companies Act and the CIPC-prescribed forms set out the minimum content an MOI must address. While the specific language may vary between the standard form, the customised form, and a unique MOI, the following elements are required:

• Incorporators — the founding members named at incorporation.
• Number of directors and alternate directors, and the rules for their appointment and removal.
• Share capital — the maximum issued, the classes of shares, and the rights attached to each class.
• Directors’ powers, duties, and procedures — appointment, removal, board meetings, and decision-making.
• Shareholder meetings — rules for annual general meetings, voting procedures (including proxy voting), and the required majority for each type of resolution.
• Issuance and transfer of shares, and the rules for the declaration of dividends.
• Identification of unalterable and alterable provisions the company is choosing to modify — these are the provisions whose substance the Act leaves to the company to negotiate, within statutory limits.

Personal liability companies face an additional requirement: they must notify their professional body or regulator at least 10 business days before applying to amend the MOI.

The Three Practical Forms of MOI

Companies drafting or revising an MOI effectively choose between three routes. The right choice depends on how far the founders want to depart from the Act’s default rules and how complex the ownership structure is.

Form	CIPC Prescribed Form	When It Is Appropriate
Standard (default) MOI	CoR15.1A (“short form”)	Mirrors the alterable provisions of the Act without alteration. Suitable for simple owner-managed private companies that do not need to override the Act’s defaults.
Customised (altered) MOI	CoR15.1B (“long form”)	Modifies one or more of the Act’s alterable provisions. Common where shareholders want to raise the special-resolution threshold above 75%, tighten director-removal procedures, or add shareholder protections.
Unique MOI	None (drafted from scratch)	Not based on the CIPC-prescribed forms at all. Typical for companies looking to attract investors or with multi-class share structures requiring bespoke governance.

Alterable vs Unalterable Provisions

The Companies Act distinguishes between provisions a company can change in its MOI and provisions it cannot weaken.

• Alterable provisions are the Act’s default rules that the MOI may modify or negate, subject only to consistency with the Act. An example is the threshold for director removal: the Act’s default is an ordinary resolution over 50%, but the MOI may require a 75% special resolution instead.
• Unalterable provisions are mandatory protections that the Act does not allow the MOI to weaken. The MOI can only raise the standard, lengthen a period, or impose a more onerous requirement than the Act.

Worked example: The Act’s 10-day notice minimum for a meeting is unalterable in the weakening direction. The MOI may require 15 days’ notice but cannot reduce the notice period to 5 days.

Where the MOI is silent on an alterable matter, the default in the Act applies. This is why a standard CoR15.1A MOI is often sufficient for owner-managed companies — silence is a deliberate choice to accept the Act’s default.

Amending an MOI

Amending an MOI is a structured process with a high voting threshold. The mechanics are governed by the Companies Act and the CIPC’s filing requirements.

1. Initiate the amendment — the amendment can be initiated by the board of directors, or by shareholders holding at least 10% of voting rights.
2. Pass a special resolution — the amendment requires a special resolution, which is the support of at least 75% of exercised voting rights of shareholders entitled to vote. The MOI may raise this 75% threshold but cannot lower it.
3. File Form CoR15.2 — the amendment is filed with the CIPC using Form CoR15.2, together with a certified copy of the resolution and a certified copy of the signatory’s ID.

Three exceptions and adjuncts are worth noting:

• Patent error correction — spelling, punctuation, reference, grammar, or similar defects may be corrected by the board by publishing a Notice of Alteration and filing with the CIPC, without shareholder approval.
• Translation — translating the MOI into any official South African language is permitted at any time, but the translation must be accompanied by a sworn statement by the translator confirming it is a true, accurate, and complete translation.
• Consolidation — a consolidated revision after one or more alterations is permitted; the consolidated revision must be accompanied by a sworn statement by a director, or a statement by an attorney or notary public, confirming it represents the MOI as altered and amended up to the date of the statement.

In any conflict between a translated version and a consolidated version, the latest CIPC-endorsed version prevails.

Filing Fees at the CIPC

Fees at the CIPC are set by the Commission and updated periodically. The figures below are the CIPC’s filing and administration fees as of the date of this article and do not include attorney fees for drafting the MOI, attending the shareholders’ meeting, or preparing the special resolution.

Filing	Form	Fee
Name reservation (1–4 names per application; non-refundable filing fee)	CoR 1.1 / equivalent	R50 per application
Close corporation converted to a private company with the standard MOI	CoR15.1A	R175
Close corporation converted to a private company with a customised MOI	CoR15.1B	R475
Alternate CC-to-company conversion path (customised)	CoR15.1A or CoR15.1B	R100 / R400 (route-dependent)
New private company registration with a customised MOI (name reservation + registration)	CoR15.1B	R125 (name reservation) + R425 (registration)
Filing an amendment of MOI	CoR15.2	Confirm current fee with CIPC at time of filing

The conversion of one type of company to another also constitutes an amendment of the MOI, so the amendment-filing route (and the appropriate fee) applies to those changes as well. Confirm the current fee schedule with the CIPC before filing, as fees are updated periodically.

Frequently Asked Questions

What is the difference between the Memorandum of Incorporation and the Companies Act?

The Companies Act 71 of 2008 is the statute that governs every company in South Africa and sets the rules that cannot be changed (the unalterable provisions) and the default rules a company may change (the alterable provisions). The Memorandum of Incorporation is the company’s own constitutional document — it sets out the rules specific to that company, fills in the matters the Act leaves open, and may override the alterable provisions as long as it does not contradict the Act.

Who can amend a company’s Memorandum of Incorporation?

An MOI can only be amended by a special resolution of the shareholders, requiring the support of at least 75% of exercised voting rights. The amendment can be initiated by the board of directors or by shareholders holding at least 10% of voting rights. The only exception is a patent error correction, which the board can effect by publishing a Notice of Alteration and filing with the CIPC without shareholder approval.

Do I have to use the CIPC’s standard MOI form?

No. A company may use the CIPC-prescribed standard form (CoR15.1A for private companies), the CIPC-prescribed long form (CoR15.1B), or a unique MOI drafted specifically for the company. The standard form mirrors the Act’s alterable provisions without alteration and is appropriate for simple owner-managed companies; a customised or unique MOI is appropriate where shareholders want to tighten or override one or more of the Act’s defaults.

How much does it cost to file an MOI with the CIPC?

Name reservation costs R50 per application (1–4 names, non-refundable). Converting a close corporation to a private company costs R175 with the CoR15.1A standard form or R475 with a CoR15.1B / customised MOI; the CC-to-company conversion path also has an alternate fee of R100 / R400 depending on filing route. A new private company registration with a customised MOI costs R125 (name reservation) + R425 (registration). These are CIPC filing fees and do not include attorney fees for drafting the MOI or preparing the special resolution.

Can an MOI amendment be set aside?

Yes. The Companies Tribunal — which has a Pretoria seat — may grant an administrative order setting aside a Notice of Alteration on the ground that the alteration exceeds the authority to correct a patent error. CIPC, a director, or a shareholder of the company may apply to the Tribunal for this relief.

Where is the Pretoria seat of the Companies Tribunal?

The Companies Tribunal is a national statutory body established under the Companies Act, with administrative operations based in Pretoria. Applications to set aside MOI alterations and other administrative relief under the Act are filed with the Tribunal’s Pretoria office. Pretoria-based applicants should consult the Tribunal’s website (www.companiestribunal.org.za) or contact the Pretoria office directly for the current filing route, address, and applicable fee schedule.

If your Pretoria-based business needs a customised Memorandum of Incorporation, an amendment under special resolution, or advice on an MOI dispute, Burger Huyser Attorneys’ commercial practice is available through the firm’s Pretoria branch at Unit 4, 1st Floor, Block 5, Glen Manor Office Park, 138 Frikkie De Beer Street, Menlyn, Pretoria, 0063 (telephone 012 471 5700, mobile 064 548 4838). The branch is run by Director Herman Bonnet and is supported by the firm’s broader commercial and litigation teams across Gauteng. The firm is a member of the Pretoria Attorneys Association, and the practice is part of a multi-specialist firm with a 4.8/5 average rating across 250+ Google reviews (Trustindex verified, “Top Rated Law Firm in South Africa”). Initial consultations are booked through the Pretoria branch directly; bring your existing MOI, the proposed amendment or resolution, and any prior CIPC correspondence so the attorney can confirm the procedural route from the first meeting. Current CIPC filing fees, prescribed forms, and Tribunal filing procedures should be confirmed directly with the CIPC and the Companies Tribunal before any filing is made.