Generate Custom, Compliant MOIs and Agreements

By using OnlineMOI you will be able to produce fully compliant MOIs, Shareholder Agreements and Association Agreements customised to your clients' specific needs. Not checklists like other systems provide, leaving you to do all the work. OnlineMOI actually drafts your document—in minutes!

Most Popular Documents

Type of Document Authority Credits
Private Company (Pty) Ltd Basic (Xpress)
 Section 8(2)(b) 750
Private Company (Pty) Ltd Basic
 Section 8(2)(b) 750
Every Shareholder also a Director (Owner Managed)
 Section 57(4) 750
Shareholders' Agreement
 Section 15(7) 375
**NEW** Association Agreement
 Schedule 3 375

Other Documents

Type of Document Authority Credits
Personal Liability Company Inc
 Section 8(2)(c) 750
Subsidiary of a Listed Company
 JSE Listing Requirements Schedule 10 1500
One Shareholder, Multiple Directors
 Section 57(2) 750
Multiple Shareholders, One Director
 Section 57(3) 750
CC Conversion - Schedule 2
 Schedule 2(1) 750
**NEW** CC Conversion and Shareholders' Agreement Combo
 Schedule 2(1) 750
Non-Profit Company - Section 10/Schedule 1
 Schedule 1(1) / Section 10 750
**NEW** Public Listed Company - Limited
 Section 8(2)(d) 1500
**NEW** Public Unlisted Company - Limited
 Section 8(2)(d) 1500
Share Block Company (Pty) Ltd
 Section 8(2)(b) 1500

Try FREE Demo   Purchase Credits   Create a Document

Private Limited Company s8(2)(b) Advanced - Multiple Shareholders, Multiple Directors

This OnlineMOI is ideal for a medium to large private profit company, irrespective of the number of shareholders and directors, or their interrelationships.

This OnlineMOI provides for all 12 Articles, to ensure both present and future strategic decisions are built in, such as: Fundamental Transactions (e.g. Mergers, Acquisitions and Takeovers), Business Rescue, and future Winding-up of a Solvent company.

This OnlineMOI prohibits the company from offering any of its securities to the public and restricts the transferability of its securities (includes shares and debt instruments).

Private Limited Company s8(2)(b) Basic (Xpress) - Multiple Shareholders, Multiple Directors

Basic Xpress is the shortest MOI for the smaller "closely held" companies. This MOI provides flexibility around the Assurance function and compilation of financial statements and full Shareholder protection.

The drafter of the MOI only requires the initial company-related take on information to complete the Basic Xpress MOI.

OnlineMOI Basic Xpress enables the drafter to create a compliant MOI quickly, efficiently and effectively where all the electives with respect to Shareholders, Board, Resolutions, Meetings and Financial-related information, have been pre-selected for the drafter in the best interests of the Company, Shareholders, and Stakeholders, where key decisions require shareholder approval.

No company using OnlineMOI Basic Xpress will be ring-fenced in any respect, because OnlineMOI Xpress precludes any restrictions, limitations or prohibitions in the Company's MOI.

OnlineMOI Basic Xpress provides for the 7 basic key Articles and excludes Articles such as Fundamental Transactions, Mergers, Take-overs and Acquisitions, Business Rescue and Compromise with Creditors, Winding-up and Deregistration and Enhanced Accountability.

Private Limited Company s8(2)(b) Basic - Multiple Shareholders, Multiple Directors

This OnlineMOI is ideal for small to medium private profit companies, irrespective of the number of shareholders and directors, or their interrelationships.

This OnlineMOI provides for the 7 basic Articles and excludes Articles such as Fundamental Transactions, Business Rescue and Compromise with Creditors, Winding-up and Deregistration and Enhanced Accountability (unless elected).

This OnlineMOI prohibits the company from offering any of its securities to the public and restricts the transferability of its securities (includes shares and debt instruments)

Personal Liability Company (Incorporated) (Inc) s 8(2)(c)

This OnlineMOI is based on the fact that all directors are personally liable for the debts of the Company and deals with the 7 basic articles for a small to medium private profit personal liability company.

This OnlineMOI is ideally suited for the incorporated professional practices, such as attorneys, registered accountants and auditors, medical practices, consulting engineers, architects and similar professional personal services practices.

This OnlineMOI states that it is a personal liability company and personal liability attaches to every Director of the Company (section 77)

This OnlineMOI prohibits the company from offering any of its securities to the public and restricts the transferability of its securities (includes shares and debt instruments)

JSE Schedule 10 Subsidiary - Multiple Shareholders, Multiple Directors

This OnlineMOI deals with the special requirements with private companies that are subsidiaries of JSE Listed Companies in relation to the Schedule 10 of the Listings Requirements and includes all 10 Articles in the subsidiary's MOI.

No Company Rules apply to the private subsidiary nor its holding company ito JSE Listings Requirements.

This OnlineMOI prohibits the company from offering any of its securities to the public and restricts the transferability of its securities (includes shares and debt instruments)

Section 57(2) One Shareholder, Multiple Directors

This OnlineMOI focuses on the rights and authority of the One Shareholder and specifically excludes the governance sections in relation to Shareholders Meetings and related internal formalities, and includes the 7 basic Articles.

This OnlineMOI prohibits the company from offering any of its securities to the public and restricts the transferability of its securities (includes shares and debt instruments)

Section 57(3) Multiple Shareholders, One Director

This OnlineMOI focuses on the rights and authority of the single director and specifically excludes the governance sections in relation to the process for the removal of the Director, Board Meetings, and includes the 7 basic Articles

This OnlineMOI prohibits the company from offering any of its securities to the public and restricts the transferability of its securities (includes shares and debt instruments)

Section 57(4) Every Shareholder also a Director(Owner-managed)

This OnlineMOI ensures that because Every Shareholder is also a Director, that no provisions of the MOI results in conflicts of interest between the shareholders and the directors, and that all internal formalities are aligned and that there are no duplications of formalities in relation to Shareholders and Directors meetings and includes the 7 basic Articles.

This OnlineMOI prohibits the company from offering any of its securities to the public and restricts the transferability of its securities (includes shares and debt instruments)

Schedule 2: Close Corporation converted to Private Profit Company

This OnlineMOI ensures that the requirements of Schedule 2 (Conversion of Close Corporation to Companies) of the Companies Act are complied with in the MOI and includes the 7 basic Articles.

Every member of a CC converted under Schedule 2 is entitled to become a shareholder of the company resulting from that conversion, but the shares to be held in the company by the shareholders individually need not necessarily be in proportion to the members' interest as stated in the founding statement of the CC concerned.

This OnlineMOI prohibits the company from offering any of its securities to the public and restricts the transferability of its securities (includes shares and debt instruments)

Schedule 2: Close Corporation converted to Private Profit Company, including Shareholders' Agreement and Buy and Sell Agreement

This OnlineMOI CC Conversion and Shareholders' Agreement Combo entails a customised Close Corporation converted to a Private Company Memorandum of Incorporation, with a customised Shareholders' Agreement (that includes a customised Buy and Sell Agreement). The MOI is able to be lodged separately to the Shareholders' Agreement. The CC Conversion Combo is at the special rate of 750 credits instead of 1500 for the two Agreements.

OnlineMOI CC Converted to Pty Ltd ensures that the requirements of Schedule 2 (Conversion of Close Corporation to Companies) of the Companies Act are complied with in the MOI and includes the 7 basic Articles.

Every Member of a CC converted under Schedule 2 is entitled to become a Shareholder of the Company resulting from that conversion, but the shares to be held in the Company by the Shareholders individually need not necessarily be in proportion to the members' interest as stated in the founding statement of the CC concerned.

The drafter can select whether the CC converting to the Private Company will become an Owner managed or Non-owner managed Company, i.e. whether or not all the Members who become Shareholders in the new Company will also be the Directors of the same Company.

Public Unlisted Company - Limited - s8(2)(d)

OnlineMOI Public Unlisted Company (Ltd) is a profit company that is not state-owned Company, a private company or a personal liability company, but where its Memorandum of Incorporation allows it to offer any of its Securities to the Public and allows for the transferability of its Securities to the Public.

OnlineMOI Public Unlisted Company (Ltd) is not subject to the JSE Listings Requirements.

Public Listed Company - Limited - s8(2)(d)

OnlineMOI Public Listed Company (Ltd) is a profit company that is not state-owned Company, a private company or a personal liability company, but where its Memorandum of Incorporation allows it to offer any of its Securities to the Public and allows for the transferability of its Securities to the Public.

OnlineMOI Public Listed Company (Ltd) is subject to the Securities Services Act (Act 36 of 2004) and the JSE Listings Requirements as amended from time to time.

The JSE Listings Requirements (as amended) have been incorporated into the Public Listed Company's Memorandum of Incorporation.

Schedule 1: Non-Profit Company (NPC)

OnlineMOI NPC deals with companies formed not for the purpose of financial gain for its shareholders, but for a public benefit object or for the purpose of culture or social activities or communal group interests.

OnlineMOI NPC ensures compliance with the Companies Act and Schedule 1 in relation to the governance and administration of NPCs.

Four types of NPCs are provided for:

  1. Directors only
  2. Directors and Members who have voting rights
  3. Directors and Members who have non-voting rights
  4. Every voting Member also a Director (owner managed)

Within each type of NPC, there is an option to choose whether or not the company is a Home Owners Association (NPC)

Customised OnlineMOI Shareholders' Agreements to match the Customised Online MOIs.

Section 15(7) of the Companies Act, Act 71 of 2008, as amended, states that: "Shareholders may enter into any matter relating to the Company, but any such Agreement must be consistent with this Act and the Company's Memorandum of Incorporation".

Consequently, not all existing Shareholders' Agreements are consistent with the 2008 Companies Act.

OnlineMOI Shareholders' Agreement is a private document that deals with all the private issues relating to Shareholders.

The Special Features of OnlineMOI Shareholders' Agreement are as follows:

  • Shareholders' Resolutions
  • Shareholders' Meetings and Notice of Meetings
  • Quorum, Conduct, Postponement and Adjournment relating to Shareholders' Meetings
  • Transfer of Shares and Pre-emptive Rights
  • Distributions and Dividends
  • Financing and Shareholder Loans
  • Come Along and Tag Along clauses
  • Relationship of the Parties
  • Dispute Resolution
  • Encumbrance of Shares and Claims
  • Deemed Offers
  • Breach, Warranties and Representations
  • Release from Surety Obligations
  • Benefit of the Agreement
  • Confidentiality and Publicity
  • Notices and Domicilia

Association Agreement (Close Corporations)

The Association Agreement regulates the internal relationship between Members, and also between Member(s) and the Close Corporation. It fulfils a similar role to that which the Memorandum of Incorporation (MOI) does for Companies.

Because the Close Corporations Act has certain sections that are alterable and unalterable, it allows the Association Agreement to use these alterable sections to build in protection and flexibility for the Close Corporation and its Members

As a result of the new risks and liabilities of the Amended Close Corporations Act (Schedule 3 of the Companies Act, Act 71 of 2008), OnlineMOI Association Agreement ensures that the Close Corporation, its Members and Accounting Officer enjoy the following benefits:

  • The Association Agreement is fully compliant with the Amended Close Corporations Act.
  • The personal liability of Members and Accounting Officers against claims, will be indemnified and the risk of criminal liability will be minimised.
  • The accountability requirements of the act are dealt with.
  • The assurance requirements of the act are met.
  • Members can now enjoy the business judgement rule protection.
  • The Association Agreement identifies all cases requiring the solvency and liquidity test to be applied
  • Member's authority to represent the corporation is clearly identified in the Association Agreement.
  • The Association Agreement forewarns Members of the sanctions applicable to reckless or fraudulent business activities in the corporation.
  • The Association Agreement regulates financial assistance and loans to Members in terms of the Amended Close Corporations Act.
An Association Agreement does not have to be registered or submitted to CIPC.

Share Block Company Section 8(2)(b)

OnlineMOI Share Block Company is a Memorandum of Incorporation for a private limited Company with multiple shareholders and multiple directors, to cater for a company that operates a Share Block Scheme in accordance with the Share Blocks Control Act, Property Timesharing Control Act, Sectional Titles Act, Rent Control Act and the Companies Act.

OnlineMOI Share Block Company sets out the rights and obligations of Shareholders in respect of the use and enjoyment of the Company's property and to use specified parts of the buildings in accordance with the Use Agreement entered into between the Shareholders and the Company.

OnlineMOI Share Block Company MOI includes a Use Agreement.

Includes the following Schedules:

  • Authorised and Issued Shares
  • Prescribed Directors and Prescribed Shareholders
  • Example of Period
  • Example of Share Register and Share Block Apportionment
  • Example of Use Agreement