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What type of companies that can be registered in terms of the New Companies Act 71, 2008

  • Private company (Pty) Ltd
  • Public company (Ltd)
  • State-owned company (SOC)
  • External company
  • Personal liability company (Inc)
  • Non-profit company (NPC) 

What is a private company
Private companies are comparable to companies of the same status under the Companies Act, 1973 and are characterised by the following:

They are subject to fewer disclosure and transparency requirements.
A private company will still be prohibited from offering its shares to the public and the transferability of its shares will be restricted, but it may now have more than 50 shareholders.
The name of a private company must end with the expression “Proprietary Limited” or its abbreviation “(Pty) Ltd”.
The board of a private company must comprise at least one director, or any other minimum number as stipulated in its MOI. Each incorporator is a first director of the company.

 

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Employees’ Tax [PAY-AS-YOU-EARN (PAYE)] https://companyregistration.online/employees-tax-pay-as-you-earn-paye/ https://companyregistration.online/employees-tax-pay-as-you-earn-paye/#respond Fri, 15 Apr 2016 13:34:40 +0000 http://companyregistration.online/?p=369

Employees’ Tax refers to the tax required to be deducted by an employer from an employee’s remuneration paid or payable. The process of deducting or withholding tax from remuneration as it is earned by an employee is commonly referred to as PAYE.

An employer who is registered or required to register with SARS for PAYE and/or Skills Development Levy (SDL) purposes, is also required to register with SARS for the payment of Unemployment Insurance Fund (UIF) contributions to SARS.

1 September 2015 – Employer Interim Reconciliation is open from 1 September to 30 October 2015 for the period 1 March to 31 August 2015
1 September 2015 – PAYE Reconciliation Communication: Clarification for August 2015 IRP5/IT3(a) Certificates

The amounts deducted or withheld must be paid by the employer to SARS on a monthly basis, by completing the Monthly Employer Declaration (EMP201). The EMP201 is a payment declaration in which the employer declares the total payment together with the allocations for PAYE, SDL, UIF and/or Employment Tax Incentive (ETI), if applicable. A unique Payment Reference Number (PRN) will be pre-populated on the EMP201, and will be used to link the actual payment with the relevant EMP201 payment declaration

How and when should it be paid? It must be paid within seven days after the end of the month during which the amount was deducted. If the last day for payment falls on a public holiday or weekend, the payment must be made on the last business day before the public holiday or weekend.

The following payment methods are available:

  • Electronic payments through the internet (EFT)
  • At a branch of one of the relevant approved banking institutions. Cheque payments may not exceed R50 000. This limit applies irrespective of the number of tax periods being paid, or should multiple cheque payments be made.
  • At a specific SARS branch, cheque payments may not exceed R50 000. This limit applies irrespective of the number of tax periods being paid, or should multiple cheque payments be made.

Note:

Employers who pay, or are likely to pay Employees’ Tax exceeding R10 million in any 12-month period, must submit Employees’ Tax declarations and make payments electronically.

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Restoration of a Company or Close Corporation https://companyregistration.online/restorations/ https://companyregistration.online/restorations/#respond Fri, 08 Apr 2016 11:46:41 +0000 http://companyregistration.online/?p=335
If the company or close corporation was deregistered, can the company or close corporation still be re-instated (restored)?

Yes, but only if proved that the entity was holding property or was active at the time of deregistration.  Once a company or close corporation has been “finally deregistered”, the company or close corporation or any other person may apply for re-instatement upon filing of a form and supporting documents. Upon the processing of the re-instatement application, the status will be changed to ”re-instatement process”

What is the requirement for re-instating (restoring) a company or close corporation if it was deregistered due to non compliance with annual returns?

The same requirement as per a normal deregistration is applicable.

 Who qualifies as the applicant in terms of the re-instatement application form?

The applicant may either be,

  • The Directors/members of the company or close corporation,
  • A third person who has an interest in the re-instatement of the company or close corporation,
  • The duly authorised representative of the directors/member/third person.

The person, whose customer code is used to file and affect payment, may not necessarily be the director/member/third person/representative.

How would I know whether the re-instatement application has been processed?

A confirmation letter and certificate will be forwarded to the details of the person whose customer code was used.

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Annual Returns https://companyregistration.online/annual-returns/ https://companyregistration.online/annual-returns/#respond Fri, 08 Apr 2016 11:32:42 +0000 http://companyregistration.online/?p=329
Will my personal detail as a director or member be disclosed on the annual return?

Due to security concerns relating to the disclosure of personal information CIPC has affected the following changes relating to annual returns:

  • Only the first 6 digits of a director’s or member’s identity number will be displayed; and
  • The annual return filing certificate will not display the identity number, addresses, or contact details     of  a director or member.
Will I be able to update any details of the company or close corporation on the annual return?

Only the following fields of the entity are updateable:

  • email address;
  • telephone number;
  • cell phone number;
  • website address;
  • business description; and
  • principal place of business.
What is the purpose of filing a company or close corporation annual return?

All companies (including external companies) and close corporations are required by law to file their annual returns with the CIPC on an annual basis, within a prescribed time period. The purpose for the filing of such annual returns is to confirm whether a company or close corporation is still in business/trading, or if it will be in business in the near future.

Therefore, if annual returns are not filed within the prescribed time period, the assumption is that the company or close corporation is inactive, and as such CIPC will start the deregistration process to remove the company or close corporation from its active records. The legal effect of the deregistration process, is that the juristic personality is withdrawn and the company or close corporation ceases to exist.

What is meant by business description?

It is the industry that the company or close corporation mainly operated in for the annual return period, for example construction, catering, cleaning services, import/export, transport, financial sector, investment, mining, agriculture, marketing.  The indicated examples are not an inclusive list of all industries.

What is meant by principal place of business?

It is the primary address from which the company or close corporation conduct its business.  It may not necessarily be the same as the registered office.

Who may file an annual return on behalf of a company or close corporation?

The Companies Act, 2008 and the Close Corporations Act, 1984 require the company or close corporation itself, (it also include its authorised representative) to file the annual return.

If a company or close corporation has filed its tax returns with SARS, is it still required to file annual returns with CIPC?

A clear distinction must be made between an annual return and a tax return.  An annual return is a sort of “renewal” and has the purpose to confirm whether CIPC is in possession of the most up to date information of a company or close corporation and that the company or close corporation is still conducting business.  A tax return focuses on taxable income of a company or close corporation in order to determine the tax liability of the company or close corporation to the State and is filed with SARS.

Compliance with the one does not mean that there is automatic compliance with the other.  It is two different processes administered in terms of different legislation by two different government departments.  Therefore, even if the tax return has been filed with SARS, the annual return must still be filed with CIPC.

Will the annual return replace the filing of other prescribed or statutory forms?

No. 

An annual return is not an amendment form and therefore, the annual return must be followed by the appropriate statutory form to update the CIPC registers after filing if CIPC is not in possession of the most up to date information.  An example of this is if the company address changes, a form must still be completed and submitted to CIPC.

Should all annual returns be up to date before a close corporation converts to a company?
Should all annual returns be up to date if the company converts from one category of company to the other?

No.

The company does not have to be up to date with annual returns before converting but it should not be in “deregistration process” or “final deregistered”.  If in “deregistration process” the company must first object to deregistration in writing (if not due to annual return non compliance) or file all outstanding annual returns (if due to annual return non compliance) before applying to convert.

If the company is final deregistered it must first be re-instated.  Kindly refer to the Re-instatement section of the FAQ’s for the requirements to apply for re-instatement.

What sections of the legislation governs annual returns?

Companies:

Filing Requirement:

  • Section 33 of Companies Act
  • Regulation 30 of Companies Regulations

Deregistration Requirement:

  • Section 82(3) of Companies Act
  • Regulation 40 of the Companies Regulations

Re-instatement Requirement:

  • Section 82(4) of Companies Act
  • Regulation 40 of the Companies Regulations

Filing of Financial Information:

  • Section 30 of Companies Act
  • Regulation 40 (2) – (4) of Companies Regulation
  • Regulations 28 and 29 of Companies Regulations

Close Corporations

Filing Requirement:

  • Section 15A of Close Corporations Act
  • Regulation 16 of the Close Corporations Administrative Regulations

Deregistration Requirement:

  • Section 82(3) of Companies Act
  • Regulation 40 of the Companies Regulations

Re-instatement Requirement:

  • Section 82(4) of Companies Act
  • Regulation 40 of the Companies Regulations

Filing of Financial Information:

  • Section 30 of Companies Act
  • Item 5 of Schedule 5 of Companies Act (relating to the amendments of section 58 of Close Corporations Act)
  • Regulation 40 (2) – (4) of Companies Regulation
  • Regulations 28 and 29 of Companies Regulations
What fee should be paid when filing annual returns?

In determining the appropriate fee for the filing of an annual return, a distinction must be made between a company and close corporation filing, and the date on which the annual return became due, since different fee structures are used for companies and close corporations. Further, in order to determine the year from which the company or close corporation became liable to file annual returns, the roll out date for the specific category of entity must be used together with its registration date.

  • Public and external companies – rolled out August 2003
  • Private and incorporated companies – rolled out May 2005
  • Close corporations – rolled out September 2008
  •  Non profit companies – rolled out May 2011
Examples (Companies) Examples (Close Corporations)
The company was registered on 26 June 1995. If it is a public or external company, its first annual return became due in June 2003. Therefore, annual returns should have been filed on an annual basis as from June 2004 until June 2011, and should then continue to be filed annually every year thereafter.

If the company is a private company, its first annual return became due June 2005. Therefore, annual returns should have been filed on an annual basis as for June 2005 to June 2011, and every year thereafter.

If the company was registered 26 June 2009 and it is any other type of company, the first annual return became due in June 2010. Therefore, annual returns should have been filed on an annual basis for June 2010 and June 2011, and every year thereafter. If the close corporation was registered on 26 June 1995, its first annual return became due in June 2009. Therefore, annual returns should have been filed on an annual basis for June 2009 to June 2011, and every year thereafter.

If the close corporation was registered on 26 June 1995, its first annual return became due in June 2009. Therefore, annual returns should have been filed on an annual basis for June 2009 to June 2011, and every year thereafter.

If the close corporation was registered on 26 June 2009, its first annual return became due in June 2010. Therefore, annual returns should have been filed on an annual basis for June 2010 and June 2011, and every year thereafter.

If the annual return became due 1 May 2011 or thereafter, the fee structure under the Companies Act, 2008 must be used. If it became due before 1 May 2011 the Companies Act, 1973 fee structure must be used.

 

Companies Act, 1973 fee table:

Annual Turnover Private and Incorporate Companies Public Companies External Companies
Less than R10 million R450.00 R 4000.00 R 4000.00
More than R10 million but less than R50 million R 2500.00 R 4000.00 R 4000.00
R50 million or more R 4000.00 R 4000.00 R 4 000.00
Penalty fee for each late lodgment R 150.00 R 150.00 R 150.00
Re-instatement Application (Form CoR40.5) R 2000

Companies Act, 2008 fee table:

Annual Turnover Filing within 30 business days after annivessary date Filing more than 30 business days after anniversary date
Less than R1 million R 100.00 R 150.00
R1 million but less than R10 million R 450.00 R 600.00
R10 million but less than R25 million R 2000.00 R 2500.00
R25 million or more R 3000.00
Re-instatement Application (Form CoR40.5) R 200.00

Close Corporations Act, 1984 fee table:

Annual Turnover Filing within 2 months from beginning of anniversary month Penalty for each late lodgment
Between 0 to R50 million R 100.00 R 150.00
R50 million and above R 4000.00 R 150.00
Re-instatement Application R 200.00
Can a company or close corporation request exemption for the filing and payment of annual returns?

A company or close corporation is mandated by law to file annual returns annually and therefore, CIPC cannot exempt companies and close corporations from filing/complying with such requirement.

The prescribed filing fees for annual returns are legislated, and therefore such cannot be waived by the CIPC.  The CIPC also cannot make arrangements for payment of annual returns in “installments” since the prescribed fee must accompany the filing.  If the prescribed fee does not accompany the filing, the filing is invalidated and must be refiled.

If the company or close corporation was dormant/inactive for an annual return period, should it still file and pay annual returns?

Yes.

The Close Companies Act, 2008  and Corporations Act, 1984 does not make a distinction between an active and inactive company or close corporation.  Therefore, even if the company or close corporation was inactive, it is still legally required to file and pay annual returns.

The incorrect turnover was provided when the annual return was filed, how can that be corrected?

Once an annual return is filed, none of the information provided can be updated.  In cases where the incorrect turnover has been provided the customer code used for the original filing may be issued with either a credit note (indicated turnover larger than the actual turnover) or a debit note (indicated turnover less than the actual turnover).

In order for CIPC to credit/debit the customer code the following documents are required:-

  1. the financial statements for the annual return year in question,
  2. the entity name, registration number and the annual return year in question,
  3. indication of the reason for the incorrect turnover being provided,
  4. certified ID copy of the owner of the customer code used to file the annual return, and
  5. a letter providing permission to the CIPC to credit/debit the difference.

 

Which set of financial statements should be used to determine the turnover of the company or close corporation for purposes of filing annual returns?

A company or close corporation must use its latest approved financial statements for purposes of determining the turnover for purposes of filing annual returns.

How do I determine the entity’s turnover?

Turnover of an entity is the amount of money taken by a company or close corporation during its financial year.   Roughly stated, the turnover of the company or close corporation is its revenue or income for the financial year.

Will CIPC provide notification of the pending deregistration?

Yes.

During the deregistration process notifications are mailed to the company or close corporation’s registered postal address as per CIPC records, informing it of the intended deregistration and a request to either provide confirmation that it is still active or to file outstanding annual returns.  At the time of notification, the company or close corporation’s legal persona is not yet removed.  The notification only serves to inform the company or close corporation of the intention to deregister it, if no objection or filing of annual returns occurs.

Can deregistration be cancelled if the company or close corporation has been placed in deregistration due to annual return non compliance?

Yes. 

If deregistration is due to annual return non compliance, deregistration process will be cancelled if all outstanding annual returns are filed while it is still in such status. If the cause for deregistration is any other reason, a written objection to deregistration must be filed by posting or hand delivering the objection to CIPC.  This objection must be addressed to the Deregistration Unit of CIPC.

Once a company or close corporation is “final deregistered” no annual return or objection can be processed.

It is advised that the objection be posted by registered mail to CIPC in order to act as proof that the objection was received by CIPC and should have been processed.

If the company or close corporation was deregistered for non compliance with annual returns, can the company or close corporation still be re-instated (restored)?

Yes. 

Once a company or close corporation has been finally deregistered, the company or close corporation or any third person may apply for re-instatement upon filing of a  and if required, supporting documents. Upon the processing of the re-instatement application, the status will be changed to “in re-instatement process”.

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Deregistration of your Company or Close Corporation at CIPC https://companyregistration.online/deregistrations/ https://companyregistration.online/deregistrations/#respond Fri, 08 Apr 2016 10:09:19 +0000 http://companyregistration.online/?p=324
How do I apply for the de-registration of my company or close corporation?

A company or close corporation may be deregistered upon request from the company or close corporation or any other third party, provided that the company or close corporation:-
(a)    has ceased to carry on business; and
(b)    has no assets or, because of the inadequacy of its assets, there is no reasonable probability of the company being liquidated.

In order for the CIPC to process the deregistration request, the following information is required on an original letter head of either the company, close corporation or any other third person applying for deregistration:-

  • Statement confirming that

(i)    the company or close corporation is not carrying on business or is dormant and
(ii)   has no assets, or because of the inadequacy of its assets, that there is no reasonable probability of the company being liquidated (if third party, the statement must be supplemented with sufficient documentary proof confirming the statement);

  • Tax clearance certificate or any other written confirmation from SARS that no tax liability is outstanding; (an affidavit if not registered for tax)
  • If the company or close corporation submits the request, the letter must be signed by each active director, or otherwise by the person who is requesting the deregistration;
  • Tax number (if available); and
  • Certified ID copy of any of the persons signing the letter wherein deregistration is required.
Who may request the deregistration of a company or close corporation?

Any person, organ of state or the company or close corporation itself.

What is a public company?

Public companies are comparable to companies of the same status under the Companies Act, 1973. They are characterised by the following:
• Their MOI permits them to offer shares to the public but restricts limits or negates their right of pre-emption.
• The name of a public company must end with the word “Limited” or its abbreviation, “Ltd”.
• A public company must have at least three directors.

What is the ground for deregistration?

A company or close corporation may be referred for deregistration:-

  • upon application by any party subject to the requirements for a request for deregistration,
  • if annual returns are outstanding for more than 2 successive years,  or
  • if the Commission believes that the company or close corporation has been inactive for 7 years.

Will CIPC provide notification of the pending de-registration?

Yes. During the deregistration process notifications are mailed to the company or close corporation’s registered postal address as per CIPC records, informing it of the intended deregistration and a request to either provide confirmation that it is still active or to file outstanding annual returns.  At the time of notification, the company or close corporation’s legal persona is not yet removed.  The notification only serves to inform the company or close corporation of the intention to deregister it, if no objection or filing of annual returns occurs.

Is it possible to object to the deregistration process?

Yes.

If deregistration is due to annual return non compliance, the de-registration process will be cancelled if all outstanding annual returns are filed while it is still in such status. If the cause for deregistration is any other reason, a written objection to the de-registration must be filed by posting or hand delivering the objection to CIPC.  This objection must be addressed to the Deregistration Unit of CIPC. (the cancellation letter  with the certified ID copy of applicant can be emailed to the unit as well)

Once a company or close corporation is “final deregistered” no Annual Return or objection can be processed.

How long does the de-registration process takes?

The deregistration process, depending on the cause of deregistration, may take up to 3 months.

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Maintaining your company https://companyregistration.online/change-in-financial-year-end/ https://companyregistration.online/change-in-financial-year-end/#respond Fri, 08 Apr 2016 10:04:55 +0000 http://companyregistration.online/?p=322
Can a company apply for a change of its financial year end?
Yes.  A company may change its financial year end with CIPC which must comply with the following requirements;-

(1)    it must be the first change of the financial year end for a specific year, as  a company may only change its financial year end once during a particular financial year,
(2)    the current financial year must not have ended,
(3)    the new financial year end must be later than the date of the filing of the Form with the CIPC,
(4)    the new financial year end  may not result in a financial year longer than  15 months; and
(5)    the form  must be signed by an active director, company secretary or other authorised person of the company.

In order to determine whether the form complies with the above requirements, the day, month and year of the current financial year end, as well as the new financial year end, must be clearly specified on the form.

Can a company file a change in financial year end for a financial year that already ended?

No.  The form  must be filed with the CIPC before the last day of its new proposed financial year end.  Thus if the current financial year end is 28 February 2013 and the new proposed financial year end is 31 December 2012, the form must be filed with the CIPC before 31 December 2012.

How does CIPC calculate the financial year period?

The form  provides for two fields that must be completed, namely the “current financial year end” and the “new financial year end”.  The date provided as the current financial year end is counted as month 12, unless the year was shorter due to a previous change in financial year end, in which case such period is used (example 8 months).  Each month after the indicated current financial year end is then counted together with the number of months in the current financial year until a count of 15 is reached.

Current financial year end:  February 2012 (1 March 2011 to 29 February 2012)
New financial year end:  July 2012Calculation:
February 2012 = month 12
March 2012 = month 13
April 2012 = month 14
May 2012 = month 15
June 2012 = month 16 (exceeds 15 months)
July 2012 = month 17 (exceeds 15 months)
Current financial year end:  February 2012 (1 May 2011 to 29 February 2012)
New financial year end:  July 2012Calculation:
February 2012 = month 10
March 2012 = month 11
April 2012 = month 12
May 2012 = month 13
June 2012 = month 14
July 2012 = month 15
If the original form  was filed in time but queried, will CIPC except and process the corrected form  after the current financial year end?
Yes.  In such cases the corrected form must be accompanied by the original query letter from CIPC that confirms that the original filing occurred in time.
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Close Corporations https://companyregistration.online/close-corporations/ https://companyregistration.online/close-corporations/#respond Fri, 08 Apr 2016 09:13:10 +0000 http://companyregistration.online/?p=314
Can I register a new close corporation (CC)?

No, after the implementation of the new Companies Act (Act 71 of 2008) no CC can be registered and no conversions from Companies to CCs will be allowed. However, the existing CCs will be maintained.

How do I go about making amendments to the existing founding statement of a close corporation (i.e. members, accounting officers, financial interest, financial year end, addresses etc)?
What is the registration number of a close corporation?

This can be looked up on the system by using the Name Search function.

What are the addresses of this entity?

Both the postal and the physical address of the business can be derived from the founding statement, or contact the CC.

Can a trading name also be reflected on close corporation forms?

No, a trading name should not be reflected on the close corporation forms.

Can all members of a close corporation be foreigners?

Yes, as long as the registered address of the close corporation and that of the accounting officer is in South Africa. Also important: If no identity document has been issued, a member or a foreign national should provided the following, stating:

  • Date of birth, (also to be filled in on the form in place of the identity number)
  • Reason why no identity documents can be supplied/which nationality they belong to.
  • Expired passports are not accepted.
What happens to a close corporation if the accounting officer insists that he has not consented to his appointment as accounting officer of the close corporation?

This implies that the letter of consent was obtained fraudulently and that appropriate steps can be taken through the office of the Commercial Crime Unit of the South African Police Services. In terms of the Close Corporations Act the corporation should within 14 days appoint another accounting officer. If the office of the accounting officer is vacant for a period of six months or longer, any person who was a member during that period and is aware of the vacancy shall be personally liable for every debt incurred while the vacancy existed. Since the accounting officer did not consent to being appointed, the liability also exists for the period from the fraudulent appointment.

Can a close corporation be registered as a training institution?

Yes. However its mere registration as a close corporation does not confer recognition as a training institute. There are other requirements prescribed by the Department of Education and Training, which must be complied with.

Can a close corporation or a company be a member of a close corporation?

No, only a natural person or a inter vivos trust/testamentary trust can become a member.

Can a company apply for a change of its financial year end?
Yes.  A company may change its financial year end with CIPC which must comply with the following requirements;-

(1)    it must be the first change of the financial year end for a specific year, as  a company may only change its financial year end once during a particular financial year,
(2)    the current financial year must not have ended,
(3)    the new financial year end must be later than the date of the filing of the Form with the CIPC,
(4)    the new financial year end  may not result in a financial year longer than  15 months; and
(5)    the form  must be signed by an active director, company secretary or other authorised person of the company.

In order to determine whether the formcomplies with the above requirements, the day, month and year of the current financial year end, as well as the new financial year end, must be clearly specified on the form.

Can a company file a change in financial year end for a financial year that already ended?

No.  The form  must be filed with the CIPC before the last day of its new proposed financial year end.  Thus if the current financial year end is 28 February 2013 and the new proposed financial year end is 31 December 2012, the form must be filed with the CIPC before 31 December 2012.

How does CIPC calculate the financial year period?

The form  provides for two fields that must be completed, namely the “current financial year end” and the “new financial year end”.  The date provided as the current financial year end is counted as month 12, unless the year was shorter due to a previous change in financial year end, in which case such period is used (example 8 months).  Each month after the indicated current financial year end is then counted together with the number of months in the current financial year until a count of 15 is reached.

Current financial year end:  February 2012 (1 March 2011 to 29 February 2012)
New financial year end:  July 2012Calculation:
February 2012 = month 12
March 2012 = month 13
April 2012 = month 14
May 2012 = month 15
June 2012 = month 16 (exceeds 15 months)
July 2012 = month 17 (exceeds 15 months)
Current financial year end:  February 2012 (1 May 2011 to 29 February 2012)
New financial year end:  July 2012Calculation:
February 2012 = month 10
March 2012 = month 11
April 2012 = month 12
May 2012 = month 13
June 2012 = month 14
July 2012 = month 15
If the original form  was filed in time but queried, will CIPC except and process the corrected form  after the current financial year end?
Yes.  In such cases the corrected form must be accompanied by the original query letter from CIPC that confirms that the original filing occurred in time.
Is blue-ink acceptable when completing documents for registration?

No, black ink or typed. Scanned copies of documents are not accepted.

Who qualifies to act as an accounting officer of a close corporation?

The person should be a member of one of the following Accounting and Auditing professions :

The South African Institute of Chartered Accountants (SAICA)

  • Auditors registered in terms of the provisions of the Auditing Profession Act, 2005(CA)
  • The Southern African Institute of Chartered Secretaries and Administrators (ICSA)
  • The Chartered Institute of Management Accountants (CIMA)
  • The South African Institute of Professional Accountants (SAIPA)
  • THE IAC who have obtained the Diploma in Accountancy (IAC)
  • The Association of Chartered Certified Accountants (ACCA)
  • The Chartered Institute of Business Management (MCIBM)
  • The South African Institute of Business Accountants (SAIBA)
  • The South African Institute of Government Auditors (SAIGA)
Will it be acceptable if my signature appear anywhere on the form except on the prescribed space?

No. To prevent fraud from being committed a person must sign on the prescribed space and the signature must appear on the document before registration. Any signature appearing elsewhere on the document will be regarded as invalid.

How can a member be removed from a close corporation?

A court order will have to be obtained against the member who has to be removed in terms of the CC Act.

Who can sign for a deceased member of a close corporation?

 The CC Act regulates it and is subject to any other arrangement in an association agreement. If the executor cannot transfer the interest accordingly within 28 days after his appointment, he should request the existing member to lodge an amended founding statement appointing him as representative (nomine officii) of the deceased member. The executor can then when appropriate, transfer that interest accordingly. Before the deceased member’s interest can be transferred, consent from the existing member(s) should first be obtained. If consent is not given within 28 days, the executor shall sell the interest to the corporation if there are any other members, to any remaining member proportionally to his interest or as otherwise agreed upon or to any other person who qualifies.

Can a minor be a member of a close corporation?

Yes, if his parent or guardian consent to it. A minor is a person younger than 18 years. Consent is given on the form. The guardian signs on behalf of or with the minor but the details of the minor are recorded. The guardian should also indicate below his signature his full names and relationship to the minor.

What is the difference between liquidation and deregistration process of a close corporation?

Liquidation implies that the business of an entity will cease and that its restoration will only be for the purposes of recovering some outstanding debts and that will not mean an entity can go on with business. Deregistration means that even if the entity has no legal status anymore it can go on with business operations. In both processes members remain severally and jointly liable for any irregularities that may have occurred when they were still acting as such.

How long does the deregistration process take, and why?

The deregistration process can be finalised within 3 months. Other factors like the responses from the South African Receiver of Revenue, The Worksmen’s Compensation Commissioner and the Unemployment Insurance Commissioner affect the period of the finalisation of the process.

Can this process of deregistration be stopped or cancelled?

Yes, the process can be cancelled/stopped by way of a letter even if it is a faxed request. This happens normally if there is property involved or where the legal entity decides to resumes its business operations.

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Company Registration https://companyregistration.online/company-registration/ https://companyregistration.online/company-registration/#respond Fri, 08 Apr 2016 08:32:55 +0000 http://companyregistration.online/?p=309

What are the types of companies that can be registered in terms of the New Companies Act 71, 2008?

  • Private company (Pty) Ltd
  • Public company (Ltd)
  • State-owned company (SOC)
  • External company
  • Personal liability company (Inc)
  • Non-profit company (NPC)
 
What is a private company?

Private companies are comparable to companies of the same status under the Companies Act, 1973 and are characterised by the following:

  • They are subject to fewer disclosure and transparency requirements.
  • A private company will still be prohibited from offering its shares to the public and the transferability of its shares will be restricted, but it may now have more than 50 shareholders.
  • The name of a private company must end with the expression “Proprietary Limited” or its abbreviation “(Pty) Ltd”.
  • The board of a private company must comprise at least one director, or any other minimum number as stipulated in its MOI. Each incorporator is a first director of the company.
What is a public company?

Public companies are comparable to companies of the same status under the Companies Act, 1973. They are characterised by the following:
• Their MOI permits them to offer shares to the public but restricts limits or negates their right of pre-emption.
• The name of a public company must end with the word “Limited” or its abbreviation, “Ltd”.
• A public company must have at least three directors.

What is an external company?

An external company is a foreign company that is carrying on business or non-profit activities within the Republic. It must register with the Companies and Intellectual Property Commission (CIPC) within 20 business days after it first begins to conduct activities within the Republic as an external non-profit company (NPC) or as an external company.

What is a non-profit company?

A non-Profit Company is a company that is incorporated for a public benefit . Its income and property are not distributable to its incorporators, members, directors, officers or persons related to any of them, except as reasonable compensation for service rendered. Three (3) persons and 3 directors may form an NPC.

  • They are incorporated for a “public benefit purpose”.
  • Income and property may not be distributed to the incorporators, members, directors or officers of a non-profit company, except for reasonable compensation for services rendered by them.
  • The name of a non-profit company will end with “NPC”.
  • A minimum of three persons, called incorporators, must complete and sign the MOI.
  • A minimum of three directors must be appointed.
  • All of a non-profit company’s assets and income must be used to advance its stated objectives, as set out in its MOI.
  • Non-profit companies are subject to a varied application of the Act, as set out in section 10.

A special set out fundamental rules for non-profit companies is set out in the Companies Act, 2008. According to these rules, the objects of non-profit companies remain subject to the current principles. Furthermore, on their dissolution, non-profit companies are restricted in terms of the distribution of any residual assets. These special rules also include various other matters unique to non-profit companies.

What is a personal liability company?

A personal liability company is comparable to companies contemplated in  the Companies Act, 1973. Its name must end with the word “Incorporated” it meets the criteria for a private company, and its MOI provides that the directors and past directors are jointly and severally liable, together with the company, for any debts and liabilities of the company that were contracted during their respective terms of office.

What will it cost to register a company?

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What is Exempted Micro Enterprise (EME) https://companyregistration.online/what-is-exempted-micro-enterprise-eme/ https://companyregistration.online/what-is-exempted-micro-enterprise-eme/#respond Wed, 06 Apr 2016 07:29:42 +0000 http://companyregistration.online/?p=267 Exempted Micro Enterprises (EMEs) are businesses that are exempt from measurement in terms of the DTI’s codes of Good Practice for BEE. They automatically qualify as 100% contributors towards BEE, this offers small South African businesses the opportunity to grow as a result of BEE irrespective of the make-up of the shareholding.

With the new B-BBEE Codes of Good Practice gazetted on 11 October 2013, enterprises with an annual turnover less than R10 million qualify as an EME.

Please note that this does not apply to those who fall within gazetted Sector Codes (i.e those in Construction, Forestry, Tourism, Transport, Chartered Accountancy (CA), Information and Communication Technology (ICT), Property, Agriculture, Financial Services) until these Sector Codes have been updated.

The only requirement is a Sworn Affidavit confirming turnover for the past 12 months and the level of black ownership of an enterprise. EMEs then automatically qualify as follows:

  • <51% Black owned will qualify for Level 4 BEE status
  • ≥51% but <100% Black owned will qualify for Level 2
  • 100% Black Owned will qualify for Level 1
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Which registration is best suited to my business https://companyregistration.online/what-type-of-company-should-i-register/ https://companyregistration.online/what-type-of-company-should-i-register/#respond Sat, 26 Mar 2016 14:10:02 +0000 http://companyregistration.online/?p=144 Which registration is best suited to my business

If you wish to run a

  • franchise business,
  • grocery shop,
  • butcher,
  • an owner managed  business with a small number of directors of between 1 and 20,
  • etc

you would register a private company.

 

If you wish to register a

  • church,
  • welfare organisation or
  • old age home
  • etc

you would register a non-profit company. [Contact us to register this type of company]

A private school could be registered as a private company or non-profit company, depending on its objectives.

An association of professionals such as

  • lawyers,
  • doctors,
  • civil engineers
  • etc,

may be registered as a personal liability company.

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