Memorandum of Incorporation (MOI) Explained: Short vs Long Form (2026)

What an MOI is

Every SA company has an MOI - it's the document that sets out how the company is run, who can do what, and what rules govern shareholders and directors. The Companies Act 2008 prescribes default rules; the MOI lets you keep them or override them.

You file your MOI with CIPC at registration. You can amend it later (R250) but it's cheaper to get it right up front.

Short-form (CoR15.1A) - R175

The short-form MOI is BizPortal's default. It accepts the Companies Act's default rules and customises only the basics (company name, share details, directors). It works for most one-to-three-director SMEs that don't have unusual partner agreements.

Long-form (CoR15.1B-E) - R475

Long-form MOIs are needed when:

• You want multiple share classes (preference shares, non-voting shares, etc.).
• You're issuing employee share options or a vesting schedule.
• You're taking on investors who want specific protections (drag-along, tag-along, anti-dilution).
• You're a Non-Profit Company (CoR15.1D, E) - long form is mandatory.
• You're an external company.
• You want to override the Companies Act's default voting thresholds.

Amending later

An MOI amendment is filed via CIPC eServices. Minor changes are R80; substantive changes are R250. Most amendments need a special resolution (75% shareholder approval). Don't try to draft a long-form MOI yourself if you have investors - small wording changes can have large legal consequences.

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