COMPANY SETUP AND PROCUREMENT
Our aim is to craft your business with you from the start while maintaining optimal structure in every facet thereafter. We understand that each company is unique, and our main objective is to build a personal relationship with you to bring your vision to life. Our team of qualified professionals will join you on your journey in setting up in South Africa while ensuring your business is compliant with relevant South African law and legislation. You envision the dream; we create the reality.
Our extensive expertise enables us carefully evaluate your set-up needs, and you gain a cost effective business start-up.
Our relationship with you does not stop with helping you register and incorporate your business – through strategic alliances, we also help you with perennial legal, business, tax and accounting consultancy services, to help ensure the continued growth and success of your business, and to ensure that the business meets and complies with all necessary statutory requirements.
PTY LTD AND CUSTOM MOI
A private company is the most common and simplest form of company to be registered. It is comparable to a close corporation. Close corporations are no longer registered.
Private Companies may not offer shares to the public and restrictions are also placed on the transferability of their shares. Private companies must have at least one director and one incorporator. The director and incorporator may be the same person. The word “person” includes a juristic entity. This means that a legal entity or a trust may be an incorporator of a new company. Most private companies are owner managed and tend to have a smaller number of directors.
All companies must have a Memorandum of Incorporation (MOI) which sets out the rules agreed by the shareholders for the management and maintenance of the business. Private companies may be registered with a standard or a customized MOI. The standard MOI is provided by law and is integrated into the company registration process (click here to preview a standard MOI). A customized or non-standard MOI allows shareholders to impose certain conditions or waive certain requirements, such as an audit requirement. Such MOIs must be attached to the applications and may require the assistance of a legally qualified person or someone with company secretarial knowledge. At present, private companies with customized MOIs can only be registered manually.
A foreign or external company is a company incorporated outside of South Africa, irrespective of whether it is a profit or non-profit company or carrying on business in South Africa. A foreign company is prohibited from offering securities to the South African public unless it follows the specific provisions of the Companies Act, 2008, relating to offers to the public.
A foreign company is required to register as an “external company” with the CIPC if it conducts or intends to conduct business in South Africa. Section 23 of the Companies Act, 2008, lists a series of activities which will be regarded as conducting business.
This list includes:
- Holding a meeting or meetings of shareholders or board of the foreign company, or otherwise conducting the internal affairs of the company;
- Establishing or maintaining any bank or other financial account;
- Establishing or maintaining offices or agencies for the transfer, exchange or registration of the foreign company’s own securities;
- Creating or acquiring any debts, mortgages, or security interests in any property;
- Acquiring any interest in intellectual property; and
- Entering into contracts of employment.