How to lodge a MOI with CIPC for tax exemption, customisation and conversions

If you would like any assistance with amending your MOI, please use the following link:

https://www.swiftreg.co.za/Swiftreg/P...

We at SwiftReg look forward to assisting you. We have a dedicated call center 021-595 44 33 (available during business hours) alternative please browser our website on https://www.swiftreg.co.za/index.aspx for more services.

And now for the video script... :)

The MOI or Memorandum of Incorporation is the document which sets out the rules of conduct which govern the company. It sets out the rights, duties and responsibilities of the directors and shareholders and is therefore an effective tool for holding people to account. These rules can be amended and customised to suit the specific needs of the company and the owners, however they may not be in conflict with the Companies Act; and if they are the Companies Act will always take precedence.

In this video I am going to discuss the three different MOI changes.
1. Converting the old Articles of Association to the new Memorandum of Incorporation to align with the new Company’s Act of 2008.
2. Adding the SARS mandated tax exemption clauses to the MOI this applies to NPC only.
3. Lodging a customised MOI which you have compiled.

The standard MOI is referred to the as the “short from” as is it a default MOI drafted by CIPC. All of the clauses are set to default and there are no options to change any of the clauses, so it is cost effective and very popular.

You could choose to draw up your own MOI or change certain clauses of the Cor 15.1B. If you choose this option, the MOI is now referred to as the “long from” which is more costly.

To make changes to the company’s MOI’s a special resolution is required. The amendments can be proposed by either the directors or the shareholders, but it must be adopted at a shareholders meeting. We will provide you with the required wording of the resolution and the Notice to CIPC.

So, the first option which is converting the old Articles of Association and Memorandum of Agreement into the new Memorandum of Incorporation. This amendment applies to private companies who were registered prior to 1 May 2011. The Articles refer to the old company’s act where Private companies required annual audits, this is no longer a requirement. The authorised shares in the articles were all par value shares usually fixed at one Rand each. To bring this in line with the new companies act a new MOI needs to be adopted. This is a 2 step process whereby the shares must first be converted to non-par value shares and then the adoption of the new MOI can proceed.

NPCs are not automatically exempt from tax so they need to apply for this status from the SARS Tax Exemption Unit. Their requirement is to amend the MOI to include mandated clauses as a part of the exemption process which we are able to provide. Once the amended MOI is returned from CIPC it needs to be sent to the SARS TEU.

The last service we offer is for clients who have drafted their own MOI or opted to use the Cor 15.1B and made changes to certain provisions and need to lodge the amended MOI with CIPC.

To get started just log on, click on the start button and complete the application form. The process usually a takes 2 weeks and on completion we will issue the new share certificates for the (Pty) Ltd’s.

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