| PROPRIETARY LIMITED (PRIVATE) COMPANY | PUBLIC COMPANY | NON-PROFIT COMPANY | PERSONAL LIABILITY COMPANY | STATE-OWNED COMPANY | |
| DESCRIPTION | A private company is the most common and simplest form of a company to be registered | A public company is a corporation whose ownership is distributed amongst the general public | A non-profit company is a company incorporated for one or more objects, either public benefit or an object relating to a group interest, and may be incorporated with or without members | A personal liability company is a private company mainly used by associations such as Lawyers, Engineers and Accountants. The company name must end with the word ‘Incorporated’ (Inc.) | A state-owned company is either a company defined as a ‘state-owned enterprise’ in the Public Finance Management Act 1 of 1999 or a company owned by a municipality |
| SHARES | Private companies may not offer shares to the public and restrictions are placed on the transferability of shares | A public company is a company that may offer its shares to the public, but is restricted in its right to make pre-emptive share offers | A non-profit company may hold shares in a profit company but may not merge with or convert to a profit company | There are no restrictions or limits on shareholders in a personal liability company | A state-owned company may offer its shares to the public |
| DIRECTOR/ INCORPORATOR |
Private companies must have at least one director and one incorporator – they may be the same person | Public companies must have at least 3 directors | Non-profit companies must have at least 3 directors | The directors and past directors (where applicable) are jointly and severally liable for any debts and liabilities arising during their office period | State-owned companies must have at least 3 directors |
| MEMORANDUM OF INCORPORATION | Standard MOI or customised MOI | Submit a CoR 15.1 B or draft your own MOI | Without members: submit a CoR 15.1 D for a standard MOI or customised MOI
With members: submit a CoR 15.1 E for a standard long form MOI or self-drafted MOI |
Submit a CoR 15.1 B or draft your own MOI | Submit a CoR 15.1 B or draft your own MOI |
| SUPPORTING DOCUMENTATION | To register a private company, you will need the following documentation:
· Certified copy of applicant’s identity document · Certified copies of the identity documents for each director and incorporator (passports are only accepted as proof of identity for non-residents of SA) · Name Confirmation Certificate – CoR 9.4 (if applicable) · Power of Attorney (if applicable) · For trust or company/juristic person as an incorporator, the resolution and certified copy of identity document for duly authorised representative must be attached |
To register a public company, you will need the following documentation:
· CoR 14.1 · CoR 14.1 A · CoR 14.1 D (appointment of an auditor, audit committee members and company secretary is mandatory) · CoR 15.1 B or self-drafted MOI · CoR 14.1 C (only applicable if you wish to ring-fence provisions of the MOI) · Confirmation notice of name reservation – CoR 9.4 (if applicable) · Certified copy of applicant’s identity document · Certified copies of the identity documents for each director and incorporator · Power of Attorney (if applicable) |
To register a public company, you will need the following documentation:
· CoR 14.1 · CoR 14.1 A · CoR 15.1 C · CoR 14.1 D (only applicable if an auditor, audit committee and/or company secretary is appointed – it is not mandatory) · CoR 14.1 C (only applicable if you wish to ring-fence provisions of the MOI) · Confirmation notice of name reservation – CoR 9.4 (if applicable) · Certified copy of applicant’s identity document · Certified copies of the identity documents for each director and incorporator (passports are only accepted as proof of identity for non-residents of SA) · Power of Attorney (if applicable) |
To register a personal liability company, you will need the following documentation:
· CoR 14.1 · CoR 14.1 A · CoR 14.1 C (only applicable if you wish to ring-fence provisions of the MOI) · CoR 14.1 D (appointment of an auditor, audit committee members and company secretary is mandatory) · Confirmation notice of name reservation – CoR 9.4 (if applicable) · Certified copy of applicant’s identity document · Certified copies of the identity documents for each director and incorporator · Power of Attorney (if applicable) |
To register a state-owned company, you will need the following documentation:
· CoR 14.1 · CoR 14.1 A · CoR 14.1 D (appointment of an auditor, audit committee members and company secretary is mandatory) · CoR 15.1 B or self-drafted MOI · CoR 14.1 C (only applicable if you wish to ring-fence provisions of the MOI) · Confirmation notice of name reservation – CoR 9.4 (if applicable) · Certified copy of applicant’s identity document · Certified copies of the identity documents for each director and incorporator · Power of Attorney (if applicable) |
