Memorandum of Incorporation (MOI)
This course guides learners through the concept, purpose, and legal framework of the MOI the company’s founding constitutional document. Students will learn how the MOI sets out a company’s powers and governance rules, why it is required for every company, which provisions it must contain, and how to prepare or update an effective MOI. The course uses real‐world examples and legal guidelines to ensure understanding of South African company law requirements.
InGroup SA (+0)
Beginner
English
Course Certificate
0 Enrolled Students
02h 09m
Course Curriculum
About the Instructor(s)
InGroup SA
Lecturer
FAQs
Yes, every South African company (private, public, NPC, etc.) must have a Memorandum of Incorporation as its primary governing document.
The MOI is the company’s formal constitution and governs corporate matters under the Companies Act. A shareholders’ agreement is a private contract between shareholders. Under current law, a shareholders’ agreement cannot override an inconsistent MOI or the Act. In effect, the MOI takes precedence, and any shareholder agreement must align with it.
Yes. CIPC provides free standard MOI forms (Schedule 1) for quick registration. The standard template is suitable for simple companies (e.g. one director/shareholder) and is pre-approved, making registration faster . Complex companies or those wanting to alter default rules often draft a custom MOI.
Changing an MOI requires filing with CIPC (CoR 15.2 form), which carries a statutory fee (around a few hundred rand for online filing). Additional professional fees may apply if legal assistance is used. Because amendments require a special resolution and filing, companies are advised to draft the MOI carefully initially to minimize changes
Growth or restructuring often prompt MOI changes. For example, adding new shareholders or share classes, changing governance rules (like quorum or director appointments), or complying with updated regulations may require amending the MOI. Strategic events (mergers, investor requirements, or succession planning) also frequently lead to MOI revisions.