How can we
HELP YOU with our range of
We provide the following list of services:
- Registration of new companies
- Private company
- Personal liability company
- Public owned company
- Shelf companies
- All changes required to details of companies
- Registered address
- Financial year end
- Name change
- Changes to CC
- Memorandum of Incorporations
- Trusts registration
- All secretarial services as follows:
- Attendance and minuting of all meetings.
- Corporate governance advice.
- Drafting of directors’ and shareholders’ resolutions.
- Drafting and preparation of special resolutions.
- Guidance to directors as to their powers and duties.
- Implementation of agreements.
- Increase and buy-back of share capital.
- Liaising with SARS regarding statutory amendments.
- Preparation and submission of all statutory forms to CIPC.
- Preparation for directors’ and shareholders’ meetings.
- Preparation of Promotion of Access to Information manuals.
- Submission of annual returns.
- Transfer and allotment of shares.
- Updating and maintaining statutory records of companies.
- Issue of shares.
- Reinstate de-registered company.
- Registering your company at SARS
- Income tax
- Close Corporation – A close corporation is a business owned and managed by one person or a small group of people, all of whom are called members. Members are responsible for the day to day management of the affairs of the business. There is no separation between ownership and control of a CC.
- Public Company Ltd – This is a company that operates for profit. It is owned by the government and is allowed to offer its shares to the public. All listed companies must be public companies but not all public companies are listed on a stock change.
- Private Company (Pty) Ltd – A private company trades for a profit. It may not offer its shares to the public and the transferability of its securities is restricted.
- Personal Liability Company Inc. – This is a private company operating for profit. Its Memorandum of Incorporation (MOI) must state that it is a personal liability.
- Non – Profit Companies – A non – profit business (previously known as a Section 21(b) company). It must have a public benefit as its object or an object relating to cultural, social, communal or group interest.
All companies (including external companies) and close corporations are required by law to lodge their annual returns with CIPC within a certain period of time every year. Annual return is a statutory return in terms of the Companies and Close Corporations Act and therefore MUST be complied with. Failure to do so will result in the Commission assuming that the company and /or close corporations is not doing business or is not intending on doing business in the near future. Non-compliance with annual returns may lead to deregistration, which has the effect that the juristic personality is withdrawn and the company or close corporation ceases to exist.
The following processes are followed with the reinstatement of the Company:
- A multiple deed search is obtained.
- We need to place advert 21 days prior to the application in the local newspaper.
- If immovable property is registered in the company written conformation must be obtained from public works and treasure.
- An affidavit confirms why an annual return was not paid.
- Documentary proof that the company was in business at the time of deregistration.
Can I register a Close Corporation?
- Since the inception of the new Companies Act, CC can no longer be registered. However, pre – existing CC are still allowed to trade. They do have to abide by different rules than before because certain elements of the CC act has been amended in order to be close aligned with the new Companies Act.
5.1 Directors – when can I be a director?
- The directors of the company are the key people entrusted by law with the function of administering the company and are central to ensuring good corporate governance in the company.
- The director functions as both trustee and a consultant:
- a) A director is required to have experience, skill, time and ability necessary to carry out his functions effectively, and should place the interests of the company first, similar to that of a “consultant”.
- b) At common law, directors owe fiduciary duties and obligations of care and skill to the company, which are similar to that of a “trustee”.
5.2 Non – eligible and disqualified directors
- Section 69 of the Act sets out qualifications and disqualification of directors.
- A person who is ineligible or disqualified, as set out in this section, must not be appointed or elected as a director of the company, or consent to being appointed or elected as a director of a company. The election or appointment is a nullify if, at the time of the election or appointment, that person is ineligible or disqualified.
- a company may in its MOI impose additional grounds of ineligibility or disqualification on its directors, and set out minimum qualifications to be met by directors of the company.
- A company must not knowingly permit an ineligible or disqualified person to serve or act as a director.
- A person who becomes ineligible or disqualified while serving a director of a company ceases to be entitled to continue to act as a d director immediately, subject to section 70(2).
- A person is ineligible if the person is –
- a juristic person
- an unemployed minor or under similar legal disability, or
- does not satisfy any qualification set out in the MOI.
- The Act sets out disqualification as follows:
- Section 69(8):
- A court has prohibited that person to be director, or declared the person to be delinquent in terms of Section 162. Or in terms of Section 47 of the Close Corporation Act or,
- Section 69(8)(b):
- I. An unrehabilitated insolvent
- II. Is prohibited in terms of any public regulation to be director
- III. Any person removed from an office of trust because of misconduct involving dishonest
- IV. Any person convicted of offences in the Republic or elsewhere, and imprisoned without the option of fine, fined more than the prescribed amount, for fraud, theft, forgery, perjury or an offence – (aa) connection with the promotion, formation or management of a company, or in connection with any act contemplated in subsection (2) or (5), or (cc) under this act, the Insolvency Act, 1936, the CC Act, the Competition Act, the Financial Intelligence Centre Act, 2001, the Financial Markets Act, 2012 or chapter 2 of the Prevention and Combating of Corruption Activities Act, 2004. [Regulations 39(4) – the prescribed value of a fine upon conviction for certain offences which would result in automatic disqualification in terms of section 69(8)(b)(iv)
- The disqualification listed in Section 69(b)(iii) and (iv) listed in the block above will end at the later of five years after the date of removal from office or the completion of any sentence imposed for the relevant offence, or at the end of one or more extensions as determined by a court from time to time, on application by the Commission [as per Section 69(10)].
- Note: on application, a court may exempt a person from application of any of the provisions listed in Section 69(8)(b).
- Section 69(11A): the Registrar of the Court must upon (a) the issue of a sequestration order (b) the issue of the order for the removal of a person from any office of trust on the grounds of misconduct involving dishonesty, or (c) a conviction for an offence referred in Section (69)(8)(b)(iv) send a copy of the relevant order or particulars of the conviction to the Commission.
- Section (69)(11B): The Commission must notify each company which has as a director to whom the order or conviction relates, of the order or conviction.
- Section (69)(3): The Commission must also establish and maintain a public register of persons who are disqualified from serving as a director, or who are subject to an order of probation as a director, in terms of an order of a court pursuant to the Act, or any other law.
- Section 69(8):
Must my company be audited?
Categories Of Companies Required To be Audited (Regulation 28 )
- This regulation applies to the company unless, in terms of Sec 30 (2A), it is exempted from having its annual financial statements either audited or independently reviewed.
- In addition to the public companies and state owned companies, any company that falls within any of the following categories in any particular financial year must have its annual financial statements for that financial year audited:
- Any company whose public interest score in the financial year, as calculated in accordance with regulation 26(2)
- Is 350 or more; or
- Is at least 100, if its financial statements for that year were internally compiled
ALSO (a) any profit or non-profit company if, in the ordinary course of its primary activities, it holds assets in a fiduciary capacity for persons who are not related to the company, and the aggregate value of such assets held at any time during the financial year exceeds R5 million;
Audit: Public Interest Score (Regulation 26(2))
For the purpose of regulation 27 to 30,34,127 and 128 every company must calculate its “public interest score” at the end of each financial year, calculated as the sum of the following:
- A number of points equal to the average number of employees of the company during the financial year end;
- One point for every million (or portion thereof) in third party liability (creditors) of the company, at the financial year end;
- One point for every million (or portion therefore) in turnover during the financial year; and
- One point for every individual who, at the end of the financial year is known by company –
- In the case of a profit company, to directly or indirectly have a beneficial interest in any of the company’s issued securities; or
- In the case of a non – profit company, to be a member of the company, or members of association that is a member of the company.
This score determines the need for a full audit and the applicable accounting standard – Score also applicable to CC’s.
|Private company||R 935.00|
|NPC (Non-Profit Company)||R 1,485.00|
|Personal Liability company||R 1,485.00|
|BEE employee trust||R12,650.00|
|Special and charitable trusts||R3,300.00|