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Company Formation in South Africa

Entity Type: Company


Name Details

Does the name of the company require approval by the Registry or other authorities?

Yes, and if the company is associated with another company a letter confirming the association and a certified copy of the director’s ID or Passport should accompany the name reservation.

How many prospective names will you require?

Minimum 1 and maximum 4, in order of preference

Are there any restrictions or limitations on words that can be used in company names?

May not include words, expressions or symbols which may reasonably be considered to constitute:

• Propaganda for war;
• Incitement of imminent violence;
• Advocacy of hatred based on race ethnicity, gender or religion or incitement to cause harm

Names containing the word ‘insure’ in any form require prior approval from the Financial Services Board

Address Details

Does the company need to provide a registered address?

Postal and Physical Address

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

Yes, the registered address must be incountry. If the share register and minute books are not kept at the registered office a form COR 22 should be completed to inform the Registrar of Companies where the registers are kept.

If the client has no physical location in-country, can they use your address for the purposes of registration?

No, the client requires physical presence in South Africa

Officer Details

How many Directors are required?

• Non profit companies – NPC – 3 Directors – 3 Incorporators (incorporators are first directors)
• For profit companies: 1 Incorporator
• Private companies – Pty Ltd – 1 director
• Personal liability companies – Inc – 1 director
• Public companies – Ltd – 3 director
• State-owned enterprises – SOC ltd – 3 directors (incorporators are first directors)

Are any other officers required (i.e. Secretary)?

South African Public officer to liaise with South African regulatory bodies.

A company secretary must be appointed in a public company.

Local representative in South Africa should be appointed for an External Company (branch of Foreign Company)

What personal details will you need for each officer?

• Full names and surname
• Identity number
• Residential address
• Postal address
• Business address (physical)
• Nationality if not South African
• Occupation
• Copy of identity document / passport (which certification cannot be older than 3 months)
• Residential address
• E-Mail Address
• Cell phone Number

Is there a requirement for any in country resident directors?

Public Officer must be South African resident Directors do not have to be South African resident

Do you need proof of address or Identity for officers? If YES, in what format?

No.

Shareholders

How many shareholders are required?

No limit – minimum of 1.

Are there any restrictions on who can be a shareholder?

In terms of Exchange Control Regulations, share certificates issued to non-resident shareholders have to be stamped non-resident by the shareholder’s banker or banker’s agent in South Africa

What information will you require about shareholder?

• Full names and surname
• Identity number
• Residential address
• Postal address
• Business address (physical)
• Nationality if not South African
• Occupation
• Copy of identity document / passport
• Residential address
• Percentage shareholding

If shareholders are companies / close corporations or trusts:

• Copies of registration certificate & constitutional documents/ Trust Deed & Letter of Authority
• CM22/COR 21
• CM29/COR 39
• Letterhead
• Statutory documents if not SA residents

Will you require proof of address or ID from the shareholders?

No.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

Yes. Furthermore, the company can only be incorporated with one class of shares.

Is there a minimum number of shares that must be issued

Yes, 1 share. A subscription price must be provided.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

No.

Other Details

Do you require any further information about the company or its officers? If YES, please specify. It is necessary.

  • Year end if not February
  • Auditor Information (if applicable)
  • Company secretary (if applicable)

Timescale

How long will it take to complete incorporation

Currently  7 working days.

All private limited liability companies and non-profit companies without members must be registered electronically with Registrar of Companies. Should the company require different classes of shares and/or a unique Memorandum of Incorporation, the company will need to adopt a special resolution post registration.

Is there any way to expedite the incorporation for an extra fee?

No.

Procedure

1. Execution of the company’s founding document, ie:
– Deed of foundation – in case of a sole shareholder;
– Memorandum of association – in case of more shareholders;
– Articles of association – voluntary in case of a limited liability company and mandatory in case of a joint-stock company;

2. Collection of all necessary documents, ie:
– extract from the commercial register of a future shareholder(s) in case of a legal entity,
– documents whereby the company appoints its future executive(s), ie decision of a sole shareholder/general meeting on the appointment of an executive(s), affidavit/signature specimen of a future executive(s), extract from the criminal record of a future executive(s), if not a Slovak citizen;
– (sub)lease contract or the consent of the building owner with placing the registered office of a company,
– confirmation of the custodian of contributions (ie any designated shareholder) that the required contributions of shareholders into the registered capital have been paid-up;
– the connected powers of attorney (should the above documents be prepared by a legal representative of the company) and their official translations wherever applicable;

3. Application with a trade license office for all relevant trade licenses, ie:
– the entire scope of the company’s business activity must be covered with relevant trade licenses wherever required;
4. Registration of the company with the relevant commercial register;
– the company comes into existence upon its registration with the relevant commercial register;
5. Post-completion phase;
– registration of the newly established company with the relevant social security administration, health insurance companies and tax authorities.


Latest version updated 3rd May 2018

Country Breakdown

55.91

Million

Population

R

South African Rand

Currency

$ 294.8

Billion

GDP

1.22

Million

km2