Company RegistrationsTax RegistrationsAnnual-Returns-CIPC-ComplianceVAT and PAYE RegistrationsFull Accounting ServicesImmigration and Work Permit ServicesCompany/ Individual DiagnosticOpening of bank accountsChanges to the companyB-BBEE CertificationShare certificates and registersDeregistration of companies
Company Registration
Our extensive expertise enables us carefully evaluate your set-up needs, and you gain a cost effective business start-up.
Our relationship with you does not stop with helping you register and incorporate your business – through strategic alliances, we also help you with perennial legal, business, tax and accounting consultancy services, to help ensure the continued growth and success of your business, and to ensure that the business meets and complies with all necessary statutory requirements.
Proprietary Limited Company and Custom Memorandum of Incorporation (MOI)
A proprietary limited or ‘private’ company is the most common and simplest form of company to be registered. It is comparable to a close corporation. Close corporations may no longer be 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 an 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.
Foreign Company
A foreign or external company is a company incorporated outside of South Africa, irrespective of whether it is a profit or non-profit company or carrying on business in South Africa. A foreign company is prohibited from offering securities to the South African public unless it follows the specific provisions of the Companies Act, 2008, relating to offers to the public.
A foreign company is required to register as an “external company” with the Companies and Intellectual Property Commission (CIPC) if it conducts or intends to conduct business in South Africa. Section 23 of the Companies Act, 2008, lists a series of activities which will be regarded as conducting business.
This list includes:
- Holding a meeting or meetings of shareholders or board of the foreign company, or otherwise conducting the internal affairs of the company;
- Establishing or maintaining any bank or other financial account;
- Establishing or maintaining offices or agencies for the transfer, exchange or registration of the foreign company’s own securities;
- Creating or acquiring any debts, mortgages, or security interests in any property;
- Acquiring any interest in intellectual property; and
- Entering into contracts of employment.
Taxation
Our aim is to optimise the client’s tax burden legally.
Proper planning of taxes is performed on an ongoing basis to keep the company’s tax bill to the minimum.
This include the following tax types:
- Income Tax – Company and individual
- VAT,
- CGT,
- Withholding Tax
- Donations
- Non-Executive Directors – VAT registration and bi-monthly submission to the South African Revenue Service (SARS)
What is an Annual Return?
All companies (including external companies) and close corporations are required by law to file their annual returns with the CIPC on an annual basis, within a prescribed time period. The purpose for the filing of such annual returns is to confirm whether a company or close corporation is still in business/trading, or if it will be in business in the near future. The annual return may be regarded as a type of annual “renewal” of the company or close corporation registration.
Therefore, if annual returns are not filed within the prescribed time period, the assumption is that the company or close corporation is inactive, and as such CIPC will start the deregistration process to remove the company or close corporation from its active records. The legal effect of the deregistration process is that the juristic personality is withdrawn, and the company or close corporation ceases to exist.
When must a company or close corporation file its annual returns?
It is an annual filing and it differs for companies and close corporations. Companies must file (regardless as to whether it was active or not) within 30 business days starting from the day after its date of registration. Close corporations must file (again regardless as to whether it was active or not) starting from the first day of the month it was registered up until the month thereafter. It may still file after such period, but an additional penalty fee will be applicable.
VAT Registration
If the total taxable supplies made by your business (in your personal capacity or as a registered company) in any consecutive twelve-month period exceeded or is likely to exceed R1 million. Voluntary registration can be done if you have a turnover of more than R50,000 per year.
We can assist in registering your company for VAT and represent you during the interview process with the South African Revenue Service (SARS) for registration on your behalf. The following process is followed when doing so:
- Send mail to client with requirements
- Once all documents are obtained we visit SARS for the registration and interview
- A SARS official records all documents after interview and provides VAT number
- Register client on E-filing for submission purposes
Full Accounting Services
We often get enquiries from small and medium enterprises (SME’s) who have not correctly submitted company tax returns with SARS or have omitted such returns completely. These returns include provisional tax returns not submitted or paid. In most cases, large penalties and interest has been levied against them by SARS. Our accountants and Master Tax Specialists are able to:
- Transfer the company’s SARS e-filing profile to our profile in order to view your standing with SARS
- Compile Annual Financial Statements for the company and sign these off, in order to submit to SARS as supporting documents for your Income Tax returns
- Apply for remission of penalties and interest on your behalf
Immigration and Work Permit Services
We offer a bespoke and comprehensive immigration service for corporates and professionals. We have an experienced and dedicated team and all our applications are done in a lawful, sound and technical manner. We furthermore understand the importance of obtaining legally correct work visas when time is of the essence.
We are the only service provider with an integrated solution including setting up bank accounts, confidential payroll outsourcing, foreign exchange service, proactive non-residency status confirmation, tax planning and tax compliance service.
Categories of residence applications include:
- Critical Skills Work Visa
- General Work Visa
- Intra-Company Transfer Work Visa
- Accompanying Family Visas
- Study Visas
- Visitor Visas
- Determination of Status
- Waivers
- Permanent Residency
- Upliftment of Undesirability
- Africa Visas
Company/Individual Diagnostic
A company or individual diagnostic is done when we run a full profile on the director/ member and the company.
This is important to see if the director or member is active on more than one company, to ensure all SARS and CIPC matters are up to date and to keep the Directors/ Members and your company compliant.
The applicable tax and company laws in South Africa are continually developing, it is crucial to keep up with these changes in legislation.
Opening of bank accounts
We have trusted relationships with premium banking institutions to ensure that we meet the needs of our national and international clients.
A full business structure will be set up to guarantee what you need is the type of account that will be most effective for your nature of business.
Changes to the company
New directors may be elected by the Board of Directors when there is a vacancy, or the company wishes to add directors. Vacancies on the board arise if a director:
- resigns or dies
- ceases to hold the office, title or designation in the company that entitles the person to be an ex officio director,
- becomes incapacitated or disqualified or is removed.
- Changes to the company name.
- Changes to company, director and member addresses, contact details and surnames if changed.
- Changes to the number of shares issued.
- Changes to the company’s financial year end.
B-BBEE Certification
For a business with a turnover of less than R10 million per year, a B-BBEE certificate is not required. Customers can complete an Affidavit, signed by our Commissioner of Oaths, and submit this instead of the B-BBEE certificate. Once the Affidavit has been stamped by our Commissioner of Oaths, the Affidavit serves as a B-BBEE certificate as no other verification is required for Exempted Micro Enterprises.
Share certificates and registers
Shares are the units into which the ownership interest in a profit company is divided. The share capital of a company is made up of the funds contributed by shareholders to the company in exchange for their shares in the company.
The new Companies Act, 2008 has changed the basis on which companies are capitalised. Shares issued in terms of the 2008 Act have no nominal or par value. The board must determine the price or other adequate considerations at which shares may be issued at the time of issuing the shares. In terms of the Companies Act, 1973 companies (also called pre-existing companies) were authorised to have no par value shares. Companies that do have no par value shares, after the implementation of the Companies Act, 2008 on 1 May 2011 –
- May not authorise any more or new par value shares; and
- May not increase or subdivide par value shares.
Companies with par value shares may convert its par value shares to no par value shares where after such may be increased or subdivided.
It should also be noted that only changes to authorised shares (shares that the company is authorised to issue) must be submitted to the CIPC. The Companies Act, 2008 does not require a company to submit information relating to the issuing of shares to the CIPC and therefore CIPC does not hold such information. It is the duty of the company itself to establish and maintain a securities register (or share register).
Deregistration of companies
A business can be referred for deregistration upon request from the company or close corporation or any other third party, provided that the company or close corporation has ceased to carry on business; and has no assets or, because of the inadequacy of its assets, there is no reasonable probability of the company or close corporation being liquidated.
Deregistration will also be triggered when two or more successive annual returns are outstanding.