Memorandum of Incorporation (MOI)

“What is a Memorandum of Incorporation?”

The Memorandum of Incorporation (MOI) is a legal document that sets out the rules for how your company operates.

It’s like the company’s constitution…

It explains the rights, duties, and responsibilities of the directors, shareholders, and anyone else involved in running the business.

Every company registered in South Africa MUST have an MOI.

“What does an MOI include?”

The MOI covers things like:

  • Who the directors are and how they’re appointed or removed
  • The roles and powers of directors and shareholders
  • How shares are issued, transferred, or sold
  • What happens at shareholder meetings or when someone leaves the business
  • Any special rules or restrictions specific to your company

It explains how your company will be governed, and it must follow the Companies Act of South Africa.

“Who needs an MOI?”

All private companies, non-profit companies, and public companies registered through CIPC must have an MOI in place.

If you don’t create your own custom version, your company will automatically use CIPC’s standard MOI, which works well for most small businesses.

“What’s the difference between a Standard MOI & Custom MOI?”

Standard MOI

The standard MOI is a simple, one-size-fits-most version used by default during company registration.

It includes the basic rules most companies need.

Custom MOI

A custom MOI is tailored to your specific business.

It’s useful if you have multiple shareholders, unique ownership structures, or want more control over how decisions are made.

Most startups and small businesses use the standard MOI to get going quickly.

“Why is the MOI important?”

The MOI helps:

  • Prevent confusion or conflict between directors and shareholders
  • Protect everyone’s rights and responsibilities
  • Ensure your company runs in line with South African law
  • Prove the structure and rules of your business when applying for contracts, funding, or partnerships

If there’s ever a dispute in your company, the MOI is the first document you’ll refer to.


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