Memorandum of Incorporation (MOI): What It Is and How to Change It
Every South African company has an MOI, and most owners have never read theirs. It decides who controls the company, how shares can be sold and what directors may do. Here is what is in it and how to change it.
By the Mitrend Accounting Services company secretarial team · Checked against CIPC’s own guidance on · Independent guide, not affiliated with CIPC
The Memorandum of Incorporation (MOI) is a company’s founding constitution under the Companies Act, 2008. It sets out the rights of shareholders, the powers of directors and the rules for shares. Companies registered online get CIPC’s standard short-form MOI (CoR15.1A for private companies, CoR15.1C for NPCs without members). You can amend it by special resolution and file a CoR15.2 notice with CIPC for R250.
What is a Memorandum of Incorporation?
The MOI is the company’s constitution: a binding agreement between the company and its shareholders, directors and officers. It replaced the old Memorandum and Articles of Association when the Companies Act 71 of 2008 took effect on 1 May 2011.
The Companies Act sets default rules. Some can be changed by the MOI (“alterable provisions”), and some can’t. The MOI also can’t contradict the Act. CIPC’s 2026 guidance says it plainly: every company must have an MOI, it is binding, and you need to understand it and manage the company according to it.
MOI forms: CoR15.1A to CoR15.1E
| Form | Type | Used by | Registration fee |
|---|---|---|---|
| CoR15.1A | Standard short form | Private companies registered online | R175 |
| CoR15.1B | Long standard form | Private, public, state-owned and personal liability companies that want more detail | R475 |
| CoR15.1C | Short standard form | NPCs without members | R175 |
| CoR15.1D | Long standard form | NPCs without members | R475 |
| CoR15.1E | Long standard form | NPCs with members | R475 |
| Customised MOI | Drafted for your company | Any company with special arrangements | R475, manual registration |
Fees per CIPC’s published schedule (subject to credit for any name reservation already paid).
Standard or customised MOI: which do you need?
The standard short-form MOI simply applies the Companies Act defaults. It works well for one owner, or for founders who trust each other and have a separate shareholders’ agreement.
Consider a customised MOI when you need:
- different share classes (for example investor preference shares or non-voting shares);
- pre-emptive rights, drag-along or tag-along rules for selling shares;
- special voting thresholds or reserved matters (decisions that need every founder’s consent);
- rules for appointing directors by particular shareholders;
- restrictions on what directors may do without shareholder approval;
- “ring-fencing” provisions (special conditions or prohibitions on amendment).
A shareholders’ agreement can add private rules, but if it conflicts with the MOI, the MOI wins. Make sure the two are aligned.
What to check in your MOI today
- Authorised shares: how many shares, and in which classes, the company may issue.
- Who appoints directors, and how many directors there must be. CIPC blocks director appointments that exceed the number your MOI allows.
- Shareholder approval thresholds: special resolutions are normally 75% and ordinary resolutions more than 50%, unless the MOI changes them within the Act’s limits.
- Restrictions on share transfers. These must also appear on your share certificates.
- Financial year end and record-keeping requirements.
Download your registered MOI from e-Services → Certificates & Disclosures → MOI (incorporation documents). See CIPC documents explained.
How to amend an MOI (CoR15.2)
- Prepare the amendment, either the changed clauses or a whole new MOI.
- Pass a special resolution of shareholders (or a board resolution where the Act or MOI allows the board to amend, for example to correct errors).
- File the right notice with CIPC:
Form Purpose Fee CoR15.2 Notice of amendment of MOI R250 CoR15.2A Amendment adding ring-fencing provisions R250 CoR15.3 Alteration to correct a patent error R250 CoR15.4 Translation of the MOI R250 CoR15.5 Consolidated revision of the MOI R250 CoR16.1 Adopting, altering or repealing company rules R100 - Share capital changes (authorised shares) are filed on e-Services as an Authorised Share Change, confirmed by director OTP and processed immediately. See increasing authorised shares.
- The amendment takes effect on the date in the notice or the date CIPC accepts it, whichever is later.
Changing the company’s name is also technically an MOI amendment, but it has its own simpler e-Services flow: see name change.
Frequently asked questions
What is a Memorandum of Incorporation?
It is a company’s founding constitution under the Companies Act, 2008, setting out shareholder rights, director powers and share rules. It is binding on the company, its shareholders and its directors.
Where do I get my company’s MOI?
Download it from CIPC e-Services → Certificates & Disclosures → MOI (incorporation documents). Companies registered online received the standard CoR15.1A with their registration documents.
How much does it cost to amend an MOI?
Filing a CoR15.2 notice of amendment costs R250. Authorised share changes are filed separately on e-Services.
What is the difference between a standard and a customised MOI?
A standard MOI applies the Companies Act defaults. A customised MOI adds tailored rules such as share classes, transfer restrictions or special voting thresholds.
Does the MOI override a shareholders’ agreement?
Yes. If a shareholders’ agreement conflicts with the MOI, the MOI prevails. The two should be aligned.
- How to register a company · includes free business structure chooser
- What is a Pty Ltd? · includes free business structure chooser
- CK documents, CoR14.3 & certificates
- CIPC forms & fees directory · includes free searchable cipc forms & fees directory