Custom Memorandum of Incorporation

A Memorandum of Incorporation is one of the key documents that need to be decided and agreed upon when setting up a company in South Africa. It sets out the rights, duties and responsibilities of shareholders, directors and other persons involved in a company.

It is important for the content of the Memorandum of Incorporation to be in accordance with the Companies Act 41 of 2008.

What does a Memorandum of Incorporation include?


At minimum it covers:

  • Status and powers of the company
  • Shares
  • Issuing of shares
  • Share register and certificates
  • Transfer of shares
  • Shareholders’ rights
  • Shareholder meetings
  • Shareholder resolutions
  • Directors’ powers
  • Director meetings
  • Power of the Board
  • Financial statements and access to company information
  • Financial assistance
  • Fundamental transactions


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