The Companies Act is administered by the Registrar of Companies, whose offices are in Pretoria. Incorporation of a company entails the following steps:
reserving a company name;
filing the memorandum and articles; and
filing written consents to act as directors and auditors.
A company name must be reserved with the Registrar of Companies. It is advisable to suggest alternative names in case the first name is deemed unsuitable.
The memorandum and articles must also be filed with the Registrar of Companies. The memorandum must indicate, among other things:
the name of the company;
the company's main object, although there may be any number of ancillary objects; and
the amount of authorised share capital (not all of which is required to be issued). There is no minimum capital requirement. However, a company which is wholly-owned by non-residents is limited by exchange control requirements to a maximum ratio of shareholders loans or preference capital to share capital and premium 3:1. This ratio may also be applied where there is less than 100% non-resident ownership.
A standard format for the memorandum and articles is available and can be adapted to the company's requirements. Incorporation takes about three weeks to complete and costs approximately R2 600.
If a foreign company wishes to establish a branch in South Africa, registration is accomplished in much the same way as for a domestic company, with the memorandum and articles being filed with the Registrar of Companies. A certified copy of the memorandum and articles, authenticated by a South African consul, should be submitted. A branch operation is in most respects subject to the same regulations as a South African company. Registration also takes about three weeks and costs about R2 500.
Registration of a close corporation is much simpler and quicker. It does not have a memorandum or articles of association. The only constitutional document required is a founding statement, which must be filed, in triplicate, with the Registrar of Close Corporations. The cost of forming a close corporation is approximately R1 000. A private company that meets the requirements of a close corporation may convert to a close corporation, and a close corporation may convert to a private company.
In addition to meeting the requirements of the Companies Act, a business generally has to register for value added tax, employees tax, provincial levies, workmen's compensation and the unemployment insurance fund. Companies and individuals must register for income tax purposes. Business licences are required for certain activities, but these are easily obtainable from local licensing authorities or the Receiver of Revenue.
The establishment of a factory generally requires the consent of several different government departments. The industrial development branch of the Department of Trade and Industry provides an advisory service covering all aspects of the establishment or expansion of industrial undertakings in South Africa.
For further information please contact:
Werksmans Chambers, 22 Girton Road, Parktown, Johannesburg 2193
P.O. Box 927, Johannesburg 2000 South Africa
Enquiries: Mr Charles Butler
Telephone 27 (011) 488-0000
Telefax 27 (011) 484-3100/3200
E-Mail Address email@example.com
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