A private company is the most common and simplest form of company to be registered. It is comparable to a close corporation. Close corporations are no longer registered.

Private Companies may not offer shares to the public and restrictions are also placed on the transferability of their shares. Private companies must have at least one director and one incorporator. The director and incorporator may be the same person. The word “person” includes a juristic entity. This means that a legal entity or a trust may be an incorporator of a new company.  Most private companies are owner managed and tend to have a smaller number of directors.

All companies must have a Memorandum of Incorporation (MOI) which sets out the rules agreed by the shareholders for the management and maintenance of the business. Private companies may be registered with a standard or a customized MOI. The standard MOI is provided by law and is integrated into the company registration process (click here to preview a standard MOI). A customized or non-standard MOI allows shareholders to impose certain conditions or waive certain requirements, such as an audit requirement. Such MOIs must be attached to the applications and may require the assistance of a legally qualified person or someone with company secretarial knowledge. At present, private companies with customized MOIs can only be registered manually.

 

The following supporting documents are required:

    • Certified identity copy of applicant;
    • Certified copies of the Identity Documents of the Directors and Incorporators;
      • lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged (certified).”
    • The name confirmation certificate (COR9.4) (if applicable)
    • Power of attorney (if applicable);
    • For trust or company/juristic person as an incorporator, the resolution and certified ID copy of the duly authorized representative must be attached.

About Registering a Business

CIPC registers Companies and Co-operatives. It is not necessary for all businesses to formalise by registering with the CIPC. For some businesses, such as informal businesses and sole proprietors, there may not be sufficient benefits.

Businesses that wish to transact with government and the formal sector, or that wish to access certain types of government support, are generally required to be registered with the CIPC. For these businesses, there may also be tax benefits to registration, as registered businesses have a lower tax rate than individuals. Even though you may not be registered with the CIPC, you will still have to be registered with the South African Revenue Services and will still be liable for tax if your turnover exceeds the prescribed threshold.

Registering a business is simple and inexpensive, however, it brings with it certain responsibilities, irrespective of whether the business is trading. For example, you will need to file an annual return and pay an annual fee.

Registering your Company

In terms of the Companies Act, 2008, a company may be registered with or without a company name. When a company is registered without a reserved name, its registration number automatically becomes the company name. This is the quickest way to register a company.

Such a company may transact with a trading (business) name, or may apply to add a reserved name at a later stage. In this case, the company will need to first reserve a name and then apply for a name change, which constitutes a change to its Memorandum of Incorporation (MOI).

If your initial name reservation application is not approved, you will need to apply for new names. You may apply for between 1 and 4 names during each application process.

There are five types of companies that you can register.  If you wish to run a franchise business, you would register a private company.  If you wish to register a church, you would register a non-profit 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.

 

To Register a new business, please will you download the below pdf document and fill it in along with a certified copy of each directors identification document (green bar-coded ID) to jackie@jcsbusinessconsulting.co.za.