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 a state-owned company(SOC) ?
State-owned companies were often incorporated or registered under the Companies Act, 1973 but were not recognised in that Act as requiring separate legislative treatment in respect of certain matters to avoid conflict or overlap with other legislation specifically applicable to them, and not to companies. An SOC is either a company defined as a "state-owned enterprise" in the Public Finance Management Act 1of 1999, or is owned by a municipality as contemplated in the Municipal Systems Act 32 of 2000, and is otherwise similar to an enterprise as referred to above. The name of a state-owned company must end with the expression "SOE Ltd"
What is a 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 has the following characteristics
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 Schedule 1 of 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 section 53(b) of 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.
How to register a NEW Company with BusinessNeeds Online ™
The first thing to do is decide on a name for your company.
We will need six names, in order of preference. Your first choice may be declined if it is too similar to an existing company name. The same can happen with your second choice, etc.
Names, surnames and words that you may find in a dictionary are unlikely to be accepted. Generally, you will have to make up a name. You may not register a company called "Carpenter". However, you could apply to have "Dynamic Carpentings"; unless there is already a CIPC registration such as "Dynamic Carpenting Contractors", in which case your second choice of "Perfect Painting" will be considered.
- Reserve the proposed Company name.
- For this, you need to complete the “Register new Company” online application form on our site. We will then reserve this name for you.
Step 3: Payment
Pay a once-off fee of R895.00 by Internet Transfer (EFT) / Bank deposit or credit card payment.
Account Name: BusinessNeeds Online Bank: Nedbank Bank Account No: 1553 093 836 Account Type: Current / Cheque Branch Code: 155345 Branch Name:Nedbank Montana Reference Number: [ Your Payment Date, 1st Proposed Company Name]
Account Name: BusinessNeeds Online Bank: FNB Bank Account No: 62342557983 Account Type: Current / Cheque Branch Code: 250655 Branch Name: Montana, Pretoria Reference Number: [ Your Payment Date, 1st Proposed Company Name]
Reference Number: [ Your Payment Date, 1st Proposed Company Name]
Once the name is reserved we will immediately continue with the registration in order for the reserved name to be allocated to your new company on a permanent basis.
Your company gets registered with the CIPC (Companies and Intellectual Property Commission) and you will receive your company documents as proof of registration.
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)
What is a partnership or joint venture?
1. This is when two or more people decide to conduct a business together; all partners bear equal responsibility for debts incurred.
2. It is advisable to consult a legal expert to draw up a written partnership agreement, this contract is the only requirement needed to set up a partnership and could be done without a lawyer.
3. A partnership agreement should deal with the following issues: formation, profit sharing arrangements, salaries, banking arrangements, changes of partners, liquidation, responsibilities of partners.
4. Its therefore much better to register a new Company with the name you intend to trade with. This name is protected by law (we do a name reservation, which gives you exclusive ownership of the business name)- if somebody tries to register the same name, they will be not be allowed to register thereby protecting your business name.
5. A partnership is not allowed more than 20 partners, except in certain instances.
6. All partners are required to include all income from the partnership in their personal tax returns (IT 12) available from the Receiver of Revenue (this only carries the cost of postage - some banks offer assistance with the completion of this form free of charge as a customer service).
It is also advisable that the members (where there are more than one) negotiate a so-called Buy-and-Sell Agreement.
This is an agreement in terms of which the members undertake to buy out each other's members interest (share) in the CC when one of them dies.
A life-insurance policy is usually considered the best method of financing such a transaction.We can strongly reccomend Adv. G Soer & Associates that will gladly assist you in setting-up a Buy-and-Sell contract.
BusinessNeeds makes use of the internet whereby we can serve you from anywhere in the world to register your South African Company online
To register a Company can be time consuming and expensive if the correct procedure is not followed correctly. By completing our online application, any individual can register a Company in the least amount of time by following the simple instructions given.
We will appoint our accounting officer for you (free of charge!) if you do not have one.
BusinessNeeds - Registrations Online.
How do we justify our prices?
We can assure all of our clients that we treat every registration as confidential and urgent.
We process all our registrations on a daily basis. We make use of very professional software that will speed up the registration process and assure the best quality
We provide an Accounting Officer free of charge
When should I register for VAT?
The value-added tax (VAT) registration threshold was raised from R300 000 to R1m. .
You can voluntary register your business if you make a minimum turnover of R20 000 per year. The VAT application can only be done after the Company has been registered and you have opened a bank account.
A Tax Invoice must have the following information:
1). The words 'TAX INVOICE' must shown.
2). Date of tax invoice and invoice number.
3). Name and address of your client
4). The person supplying the tax invoice, the name of the CC, address and VAT registration number.
5). The VAT amount shown separately at 14% or 0% (VAT exempt)
Your payment must reach SARS on or before the due date, every 2 months.
VAT Registration can be done by our accounting officer. His application forms will be automatically forwarded to you after your CC has been registered.