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