CoR15.1A – Should You Use the CIPC Standard MOI Form?

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The CoR15.1A is the default form offered by the Companies and Intellectual Property Commission (CIPC) when registering a company in South Africa with a standard Memorandum of Incorporation (MOI). We do not use the CIPC Standard MOI CoR15.1A form word-for-word like it was published in the Companies Regulations. You do not have to use it either, and there are also good reasons not to.

We do not use the CIPC Standard MOI CoR15.1A form word-for-word because:

  • The CoR15.1A and 15.1B are only suitable for newly registered companies, and are not suitable for pre-existing companies or for a company that has been converted from a CC.
  • The CIPC tweaked the original forms that were published in the Companies Regulations.
  • The original CIPC MOI forms are wrong – they do not comply with the Companies Act. For example, they do not restrict the transfer of shares in a private company as required by section 8(2)(b). A company that has form CoR15.1A or 15.1B as its MOI is not, by law, a private company.
  • The CIPC MOI forms use some incorrect language. For example, it should refer to “ordinary shares”, not “common shares”. This is a Canadian term, and largely meaningless in South African law.
  • The CIPC MOI forms are badly formatted and laid out.
  • Our MOIs have been carefully drafted so that they comply with the law.
  • Our MOIs include useful additions that will save you having to amend your MOI again in future.

While the CoR15.1A and 15.1B do contain some flaws, they must not be confused with other CIPC forms, like CoR14.1. In these cases, we do use the CIPC forms. See section 6 and 13(1)(a) of the Companies Act.

What can you do?

Instead of using the CoR15.1A, you can either:

  • substantially adhere to the prescribed form, or
  • use a unique memorandum.

We can also help you to better understand the various forms and their requirements.

By | 2017-03-30T13:22:16+00:00 July 28th, 2012|Categories: Company Law|