Memorandum of Incorporation explained

The Memorandum of Incorporation, or the “MOI” records the rules that govern the conduct of a company as specified by its owners. The content of the memorandum must be aligned with The Companies Act of 2008 i.e. a business owner cannot impose conduct rules that contravene the provisions of the Act.

The Memorandum of Incorporation contains:

  • Details of the incorporators
  • Number of directors and alternate directors
  • Share capital
  • Company conduct rules

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Provisions of the Memorandum

To assist business owners, the Memorandum of Incorporation as prescribed by the Act contains provisions that are alterable, as well as unalterable. A company may therefore adapt the alterable provisions to suit its own requirements.

Examples of alterable and unalterable provisions are:

Alterable:

  • Notice periods for meetings may be amended to a longer period than the standard recommendation.
  • A higher minimum number of directors may be imposed by the business owner.

Unalterable:

  • Directors duties.
  • Enhanced accountability rules for public and state-owned enterprises.

OUR ROLE IN YOUR MEMORANDUM OF INCORPORATION

Our team is trained in developing the Memorandum in accordance with the provisions of the Act and can assist further with amendments to your MOI or adoptions thereto. We will guide you in terms of clauses therein that are unalterable under the Act, as well as counsel you in terms of practical inclusions in your alterable rules.

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tel

+27 11 831 2319

address

494 Ontdekkers Road