Memorandum of Incorporation (MOI)

Memorandum of Incorporation

In terms of the Companies Act 2008, the old Memorandum and Articles of Association were replaced by “the Memorandum of Incorporation (MOI)”. This document is therefore what is known as the companies constitutive documents and regulates all matters prescribed by the Companies Act, relating to the company, its shareholders and its directors. Some of the provisions would include: the details of the company, appointment of directors, meetings and voting.

The MOI is a public document and is registered with the South African Companies and Intellectual Property Commission.

Do you require an MOI:

• Are you starting a company?
• Have you purchased shares?
• Do you require a more detailed MOI that replaces the standard form MOI and which regulates the rights and obligations of the shareholders and directors?
• Do you wish to regulate voting, special resolutions or minority protections?

Note: As an MOI is a public document and can therefore be inspected by any member of the public, it is recommended to also have a shareholders agreement and which provides for the private matters between the parties, for example: funding, dividends, policies and budgets.  For more information see our shareholders agreement precedent.

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