CoR15.2

The CoR15.2 is the form you use when you want to change your company’s Memorandum of Incorporation (MOI).

… In other words, when you want to update the “rulebook” that governs how your company operates.

You might start out with the standard MOI (CoR15.1A or CoR15.1B), but as your business grows, you may need different rules, especially around shareholders, decision-making, or voting rights.

THAT’S when you use the CoR15.2.

"When do I need a CoR15.2?"

You only need to file a CoR15.2 if you want to officially amend your company’s MOI. Common reasons include…

  1. Bringing in a new shareholder or investor
  2. Changing the rights attached to shares
  3. Updating how decisions are made or voted on
  4. Adding or removing share classes
  5. Setting rules for dividends, ownership, or governance
  6. Restructuring the company

If your business setup changes, your MOI often needs to reflect that –

– and the CoR15.2 is how you make those changes legal.

"Can I change the MOI without a CoR15.2?"

No.

Any change to your MOI must go through CIPC, and the CoR15.2 is the official way to submit it.

You’ll also need to attach the updated version of your MOI when filing.

"Does CIPC need to approve my new MOI?"

Yes.

The CIPC reviews your updated MOI to make sure it still complies with the Companies Act.

If something doesn’t meet the legal requirements, they may reject the amendment and ask for changes.

"Do I need shareholder approval to file a CoR15.2?"

Yes.

Most amendments to the MOI require a “special resolution”, which means at least 75% of shareholders need to agree.

You’ll need to include a signed copy of this resolution when submitting your CoR15.2.

"What if I’m still using the default MOI and everything works fine?"

Then you don’t need to file a CoR15.2.

If the standard rules meet your needs and nothing has changed in how your company is structured, you’re fine to continue as is.


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