Shareholders Agreement and MOI Agent
The Shareholders Agreement and MOI Agent reviews and drafts shareholders agreements and Memoranda of Incorporation, then checks them against each other and the Companies Act 71 of 2008. It flags alterable and unalterable provisions, inconsistencies that could make a shareholders agreement provision void, and conflicts on matters such as pre-emptive rights, board composition and reserved matters.
Ideal forCorporate attorneys
The difference
From 6-10 hours per set of documents to 1.5-2.5 hours
Transaction teams close deals with consistent constitutional documents and spend less time cross-referencing by hand.
Done by hand
6-10 hours per set of documents
With the Vanine agent
1.5-2.5 hours
Time returned to your team
75%
Indicative figures. We measure your own baseline in the first fortnight so the numbers you see are yours.
No hidden conflicts
Under the Companies Act a shareholders agreement must be consistent with the Act and the MOI, and inconsistent provisions are void. The agent finds these conflicts before they matter.
Deal terms that hold up
Private equity, BEE ownership and founder deals rely on reserved matters, transfer restrictions and lock-ins. The agent checks these are properly reflected in both documents.
Faster transaction documents
Drafting and cross-checking two interlocking documents is slow. The agent gives your team a consistent first draft and a conflicts report in a fraction of the time.
Capabilities
Keep your shareholders agreement, MOI and the Companies Act perfectly aligned.
Built for corporate attorneys, company secretaries, private equity and BEE transaction teams, and founders' advisers at South African law firms, corporates and investment houses.
MOI and shareholders agreement comparison
Maps every provision in the shareholders agreement to the MOI and flags conflicts, gaps and duplication on shares, directors, meetings and transfers.
Alterable and unalterable provisions
Identifies where the MOI has validly altered an alterable provision of the Companies Act, and flags any attempt to change an unalterable one.
Reserved matters and governance
Checks board appointment rights, quorum, voting thresholds, special resolutions and reserved matters for consistency across both documents.
Transfer restrictions and exits
Reviews pre-emptive rights, rights of first refusal, drag and tag-along rights, good and bad leaver provisions and deadlock mechanisms.
BEE ownership provisions
Checks lock-ins, transfer restrictions and vendor financing terms that support B-BBEE ownership credentials in empowerment transactions.
Drafting and filing pack
Produces draft amendments to bring the documents into line, and prepares the MOI and special resolution pack for the company secretary to file at CIPC.
How it works
From your systems to a result you sign off
The corporate attorney approves the documents and advises the client, and the company secretary files the MOI amendment at CIPC once shareholders have resolved.
Connect the places your constitutional documents already live.
The current MOI, shareholders agreement and term sheet from your document system, and company records via Windeed or SearchWorks through your subscription. Already use something else? We connect that too.
- OpenAI Frontier
- Your own AI platform or models
- Microsoft 365 (Teams, SharePoint, Outlook, Excel)
- Copilot Studio
- iManage and NetDocuments
- CIPC company data via Windeed or SearchWorks
- DocuSign and Adobe Sign
Runs in Word, Teams or OpenAI Frontier on request, using the models your organisation approves.
A conflicts report, marked-up documents and draft amendments saved to the matter file.
Step by step
- 01
The attorney uploads the MOI, shareholders agreement and deal terms.
- 02
The agent maps provisions across both documents and the Companies Act.
- 03
It flags conflicts, invalid alterations and gaps in deal protections.
- 04
It drafts amendments and a consistent set of documents.
- 05
The attorney reviews and advises, and the company secretary handles resolutions and CIPC filing.
Deployment
Runs inside the tools your team already uses
The same agent and the same cited output, delivered three ways: through the AI assistant you have rolled out, on a model you host yourself, or inside your own software.
In the frontier assistant you already pay for
We publish the agent as an MCP server. Add it as a connector and your team calls it from the chat they use every day, with no new tool to learn.
"Pull the provisions from both documents"
- company
- Growth-stage (Pty) Ltd
- transaction
- Series A investment
On a model you host yourself
Run the agent on open-weight models in your data centre or private cloud. Your constitutional documents never leave your network, which keeps POPIA and data residency straightforward.
- Llama
- Mistral
- Ollama
- or any OpenAI-compatible endpoint
Inside your own software
Trigger a run from your own workflows, and push the finished output into your ERP, GRC or reporting systems. We build the integration with your team.
- REST API
- Webhooks
- Batch jobs
- Embeddable review panel
Governed the same way, every route
Whichever way your team reaches the agent, identity, permissions and audit stay with your existing controls.
- Single sign-on through Entra ID, Okta or Google Workspace
- Reads only the documents each user is already allowed to open
- Every tool call written to an audit log you can export
How we deliver it
One agent, three ways to hold it
Start where your team already works, then take it as far into your systems as the value justifies.
DATA SECURITY & PRIVACY
Your constitutional documents stay yours.
The agent runs inside your tenancy, reads only what each task needs, and never trains on your constitutional documents. Every step is logged so your auditors can see exactly what it touched.
Built for regulated work.
+YOUR CONSTITUTIONAL DOCUMENTS NEVER LEAVE YOUR ENVIRONMENT
More agents
More agents we build for South African enterprises
Each one is built on the same foundation: your documents, your rules, and your people signing off.
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