MOI amendment and authorised shares
An investor wants a new class of shares, a bank wants a clause changed, or you have simply run out of authorised shares to issue. The change is a resolution plus a notice of amendment to CIPC, and it is live ten business days after CIPC receives it unless CIPC rejects it. We draft the right resolution, file the notice with the right attachment, and refile your beneficial ownership if the change touches ownership.
Independent paperwork service. ProperSA is an independent private company, not CIPC. You can file a CoR15.2 yourself on CIPC eServices for the R250 fee. Our fee pays for the MOI read first, the correct resolution drafted, the notice filed with the right attachment under your written authority, and the beneficial ownership refiled where needed.
What the Companies Act requires
- Special resolution for most changes. Section 16(1)(c): the MOI is amended by a special resolution of shareholders, proposed by the board or by holders of at least 10% of the votes. A special resolution needs 75% of the votes unless the MOI sets a different margin.
- Authorised shares can be a board decision. Section 36(3): unless the MOI says otherwise, the board may increase or decrease the authorised shares of any class, and the company then files a notice of amendment under section 36(4). The CIPC short form MOI leaves this power with the board; a customised MOI often removes it, which is why we read the MOI before drafting.
- File within 10 business days. Regulation 15: the CoR15.2 notice of amendment goes to CIPC within 10 business days of the resolution, with the resolution or the full amended MOI attached. CIPC charges R250 for the notice; a bare special resolution is R80.
- Live after 10 business days. Section 16(9) as amended from 27 December 2024: the amendment takes effect 10 business days after CIPC receives the notice unless CIPC endorses or rejects it sooner, or on a later date stated in the notice. A name change takes effect on the amended registration certificate.
- Issue only what is authorised. Section 38: shares issued beyond the authorised number are void unless retroactively authorised within 60 business days, with refunds, interest and director liability. Increase first, issue second, then update the register and refile beneficial ownership within 10 business days.
What is included
- Your current MOI read, so we know whether the change needs a special resolution or a board resolution, and whether a clause blocks it
- The resolution drafted on your letterhead: board resolution, or notice of shareholders meeting and special resolution, or the written round robin resolution under section 60
- The CoR15.2 notice of amendment completed and filed on CIPC with the right attachment, under your signed mandate, and the CIPC fee paid at cost
- Confirmation from CIPC filed in your portal, with the effective date
- Where ownership changed: the securities register updated and the beneficial ownership declaration refiled within 10 business days, which CIPC requires and which blocks your next annual return if missed
- New customised MOI, R1 490: a full replacement MOI drafted around your shareholding, share classes, director rules and transfer restrictions, adopted by special resolution and filed as above
How ordering works
- Order online with the button below and pay securely by card or instant EFT (PayFast), or wait for the EFT invoice.
- Complete the short questionnaire in your client portal and upload the documents it asks for.
- We prepare everything, send it for signature where a signature is needed, and lodge or deliver it.
- The result lands in your client portal with free WhatsApp updates along the way.
Not sure this is the right one? Ask us first and you get a written answer within one business day.
Frequently asked questions
How much does it cost to amend an MOI at CIPC?
CIPC charges R250 for the notice of amendment on form CoR15.2, or R80 for a special resolution that needs no amendment. ProperSA charges R890 to draft the resolution and file the notice, or R1 490 for a new customised MOI, with the CIPC fee at cost on top.
Can the board increase the authorised shares without a shareholders meeting?
Usually yes. Section 36(3) gives the board that power unless the MOI takes it away. The company still files a notice of amendment. We read the MOI first and tell you which route applies.
How long does an MOI amendment take?
The notice must be filed within 10 business days of the resolution, and the amendment is live 10 business days after CIPC receives it unless CIPC rejects it with reasons. Allow about three weeks from signing to effect.
Do I have to refile beneficial ownership after a share change?
Yes, within 10 business days of any change to beneficial ownership, and the securities register must be updated in the same time. CIPC blocks the next annual return until it is done. The refiling is free and included where the change touches ownership.
Can you draft a completely new MOI?
Yes, for R1 490. A customised MOI is a document, not legal representation; we draft it around your shareholding and rules, your shareholders adopt it by special resolution, and we file it. Where the structure needs legal advice, for example complex preference rights, we say so and you take it to an attorney.
Usually ordered with it
- Statutory registers pack, R490. The securities register and share certificates the change must be recorded in.
- Beneficial ownership filing, R490. When the ownership change needs its own filing.
- Share transfer and holding structure, R1 950. Moving shares after the authorised number is right.
- Company changes, from R390. Directors, address or name.
Checked on 15 October 2026 against the Companies Act 71 of 2008 sections 16, 35, 36, 38 and 65 as amended by the Companies Amendment Act 16 of 2024, Companies Regulations 15 and 32 and the fee table in Annexure 2, and the CIPC company amendments page. The authority decides; its decisions and timing are outside ProperSA’s control.