COMPANY SET-UP
Corporate Law Services
Company Law
Since 2011 South Africa is guided by the Companies Act, No. 71 of 2008, a completely reformed and modern company law.
Into SA assists with the incorporation of new companies as well as with the restructuring or amendment of existing companies in all legal aspects.
Structures | Legal Documents |
Private Company | Memorandum of Incorporation |
Limited Liability Company | Share or Member Register |
Non-Profit Company | Ordinary & Preferential Shares |
Public Company | Power of Attorney |
Private Trust | Shareholder Agreement |
Business Trust | Board & Shareholder Resolutions |
Partnership | Financially Independent |
Protected Cell Company | Legal Due Diligence |
Hybrid Company | Returns & Submissions to CIPC |
Available Company Types
Since the old Company Law of 1973 has been replaced there is a numerus clausus in Company Types available in South Africa:
- Limited Liability Companies (Pty)
- Public Companies (Limited)
- Non-Profit Companies (NPC)
- Incorporations (Inc)
- External Companies
Trusts
Trusts are technically not companies and also do not fall under the scope of the rules and regulations of the South African Company Law. A trust has no owners, shareholders or members. A trust is a legally self-governed collection of assets, which are administered by the Board of Trustees and whose proceeds, earnings and dividends are for the sole benefit of the Beneficiaries. A trust is not registered with CIPC, but with the High Court of the Province where it has its registered address.
Directors & Shareholders
Almost all company types in South Africa, which are registered with CIPC have Directors, who manage the business and Shareholders, who own the business. Opposed to many other legislation in Africa, CIPC allows only the visibility of the Directors. The shareholding of a company are kept out of the public domain and in a register to eb located at the registered address of the company.
Branch vs. Subsidiary
A lot of multi-national companies approach South Africa with the intent to open a “Branch” like they did in so many countries world-wide. But in South Africa a Branch is merely the registration of the original foreign company with their original foreign statutory documents with CIPC as External Company. Subsidiaries, however, are fully-fledged companies with their own legal persona and registered with local directors and their international holding company as shareholder. There are a variety of licenses, registrations and other rights that are not equally accessible for both, Branch and Subsidiary, and there is quite a difference in taxation, which makes it necessary to consult with Into SA first before making the decision which way of incorporation to go.
Corporate Law Services
Into SA has its own direct access to the South African Registrar of Companies, the Companies and Intellectual Property Commission (CIPC), and offers the following registration and filing services:
- Directors: Appointment, Removal, Status Change, Letters of Employment, Resolutions
- Shareholders: Share Issue and Allotment, Register Draft & Amendments, Resolutions, Agreements
- Company: Amendments of Registered and Business Address, Financial Year, Trading Name
- Auditor: Appointment, Removal
- MoI: Amendments
- Filings: Annual Return, Financial Accounting Supplementary (FAS), FICA, RICA
- Winding Up: De-registration, Liquidation, Sequestration and Re-Instatement
- SARS: Public Officer
Corporate Registrations & Filing
Into SA offers the following registration and filing services:
- Name Reservation & Name Change
- Amendments of the MoI
- Raise of Share Capital
- Change of Registered Address
- Change of Financial Year
- Registration of Auditor (CA)
- Appointment and Resignation of Directors
- Issue, Transfer and Cession of Shares
- Annual Returns to CIPC
Company Secretary
- Providing guidance to the directors regarding their duties, responsibilities and powers;
- Making the directors aware of any laws relevant to or affecting the company;
- Reporting to the board any failures by the company or its directors relating to compliance with the Companies Act, the MOI or rules of the company;
- Ensuring timeously compliance and filings in all aspects of the Companies Act;
- Keeping updated on law amendments and the introduction of further rules and regulations affecting the company;
- Ensuring Minutes are kept and filed in accordance with the law;
- Ensuring copies of the Annual Financial Statement are distributed to all relevant parties.
Fiduciary Services
Be it for the purpose of operating a bank account while awaiting the necessary work visa or having a competent and accessible correspondence partner for the South African Revenue Services (SARS), Into SA offers out of its own ranks the experience and diligence through the appointment of fiduciary directors, shareholders or public officers.
Legal Due Diligence
Due to the comprehensive knowledge and access to information Into SA also specialises in any scope of Legal Due Diligences, which can be completed within competitive time frames.
Legislation, Information and Treaties for Download
Under our Information Library the visitors to the INTO SA WebPage can access an ever growing library of the latest legislation (eLAW), specific company information and explanation (eINFO) as well as relevant bilateral treaties (eTREATY) for free download. You may try one of the following: