Amending Your MOI: Process and Cost (CIPC, 2026)

When you'd amend an MOI

• Adding new share classes (preference shares, non-voting shares, employee options)
• Changing voting thresholds (e.g. requiring 75% for certain decisions)
• Adding investor protections (drag-along, tag-along, anti-dilution)
• Changing director rules (number of directors, appointment process)
• Restricting share transfers
• Switching from short-form to long-form MOI

What it costs

• Minor amendment (CoR15.2): R80
• Substantive amendment requiring new MOI: R250
• Plus legal fees if you have an attorney draft (R3,000 - R30,000+ depending on complexity)

Process

1. Draft the amendment. For investor protections or share-class changes, this almost always needs an attorney.
2. Pass a special resolution of shareholders (75%+ voting in favour) authorising the amendment.
3. File Form CoR15.2 (Notice of Amendment of MOI) at https://eservices.cipc.co.za.
4. Attach: special resolution, the amended MOI document.
5. Pay R80 or R250 depending on type.
6. CIPC processes within 21 working days. Receipt of confirmation = amendment effective.
7. Update your share register, board governance documents, and inform major stakeholders.

Default Companies Act rules

Many founders don't realise: most provisions of the Companies Act are default rules that apply unless your MOI overrides them. So you don't always need an MOI amendment to change company governance - sometimes you just need a board policy. Examples:

• Director appointment quorum: defaults to majority of directors. MOI can override.
• Shareholder voting threshold for ordinary resolutions: 50%+. Can override to higher.
• Drag-along / tag-along rights: not in the Act by default. Need MOI to add.
• Pre-emption rights on share issues: defaults exist but can be overridden.

Frequently asked questions

Tools to help

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