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South Africa: Company Forms |
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AFRICA INFORMATION: BUSINESS, TAXATION AND INVESTMENT |
South
Africa Introduction
The
main types of company are listed below. Other
business types include the sole trader, the
franchise, the close corporation (CC), the business
or trading trust, the co-operative, the non-profit
company (NPC), and the state-owned company (SOC
Ltd).
Companies
registered with the Companies and Intellectual
Property Registration Office (CIPRO) must submit
annual returns to CIPRO. The aim of the annual
return is to provide a “snap shot”
of general information on the company’s
directors, auditors, registered address and
other information. A fee of between ZAR100 and
ZAR4,000 (depending on the type of company and/or
annual turnover) must be paid when submitting
the return.
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South Africa Private Limited Company
A
Private Limited Company (known as a proprietary
limited company, abbreviated to “Pty”)
can be owned by between one and 50 shareholders
(usually the directors). A Pty cannot trade
its share on the open market.
Private
Limited Companies must register with CIPRO.
The forms required to register with CIPRO include:
-
An
Application for Reservation of Name or Translated
Form or Shortened Form or Defensive Name (CM5);
-
A
Notice of Registered Office and Postal Address
of Company (CM22), in duplicate;
-
Contents of the Register of Directors, Auditors
and Officers (CM29);
-
An Application for Certificate to Commence
Business (CM46);
-
A
statement by each director regarding adequacy
or inadequacy of share capital (CM47); and
-
The memorandum and articles of association
(CM2).
Registration
fees are per form to be filed, and range from
ZAR1 and ZAR350.
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South Africa Public Limited Company (Ltd)
A Public Limited Company must have a minimum
of seven shareholders; there is no limit on
the maximum number of shareholders, nor on the
transfer of shares. The company can offer its
registered securities (such as bonds and stock)
for sale to the general public, and stock can
be traded over the counter.
Public
Limited Companies must register with CIPRO.
The registration fee is ZAR460. The forms required
to register with CIPRO include:
-
A Notice of Registered Office and Postal Address
of Company (CM22), in duplicate;
-
Contents of the Register of Directors, Auditors
and Officers (CM29);
-
An Application for Certificate to Commence
Business (CM46);
-
A
statement by each director regarding adequacy
or inadequacy of share capital (CM47); and
-
The
articles of association (CM44).
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South Africa Section 53(b) Company
A
Section 53(b) Company (identified by the word
“Incorporated” or “Inc”
after the company name) consists of persons
in a professional capacity, such as accountants
and lawyers. The directors are jointly and severally
liable for all debts and liabilities of the
company. Section 53(b) companies must register
with CIPRO.
South Africa External Partnership
Partnerships
are not regulated by statute. Partners can be
individuals or companies, and are liable for
the debts of the Partnership to the extent that
they cannot be met from the Partnership’s
assets. There is no requirement for a Partnership
to be formed under a written contract.
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South
Africa External Company (Branch)
A
company operating in a foreign country that
wishes to open a branch in South Africa must
register with CIPRO as an External Company.
CIPRO requires that a notary from the company’s
country of origin certify each page of the
memorandum and articles. The registration
fee is ZAR350, plus ZAR15 if a signed client
copy is needed. The company name is suffixed
by the abbreviation “SA”.
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