South Africa
Corporate Guide
What is the process of setting up a company in South Africa?
Companies are registered with the Companies and Intellectual Property Commission (CIPC).
In most cases the first step in setting up a company is determining the name of the company and reserving that name with the CIPC. Alternatively, companies other than non-profit companies can be incorporated with-out a name, in which case the registration number of the company will serve as its name, with the number being immediately followed by "(South Africa)".
When incorporating a company, a notice of incorporation (COR14.1) is filed with the CIPC, which must include certain prescribed information such as the name of the company (if it is to have a name), its financial year-end, its initial directors and its registered office. Where required, notices of the appointment of the first company secretary, auditor or audit committee must be filed as part of the notice of incorporation.
The company must include an MOI with its notice of incorporation, which is the primary governing document of the company. Depending on the type of company, the following types of MOIs may be used when registering the company: (i) a "short form" standardised MOI which effectively provides that the company will be governed in line with the Act; (ii) a "long form" MOI, which is also a standard form document to a certain extent but, unlike the "short form" MOI, certain elections can be made with regards to the alterable provisions of the Act; or (iii) a customised MOI, which is unique and is usually drafted by a legally qualified person.
Private companies may be registered with a standard "short form" standardised MOI (COR 15.1A), a "long form" MOI (COR15.1B) or a customised MOI.
All other profit companies may be registered with a "long form" MOI (COR 15.1B) or a customised MOI.
Non-profit companies without members may be registered with a "short form" standardised MOI (COR15.1C), a "long form" MOI (COR15.1D) or customised MOI, whereas non-profit companies with members may be registered with a "long form" MOI (COR15.1E) or customised MOI.
Registration takes place either: (i) electronically through the CIPC’s e-services platform (if incorporating a private company with a standardised MOI or a non-profit company with no members and a standardised MOI); or (ii) by way of a manual application to the CIPC (in all other instances). Note that a private company with a standardised MOI or a non-profit company without members and with a standardised MOI can also be incorporated at a self-service terminal or through collaborating banks.
Where a customised MOI is used, the MOI must be attached to the incorporator’s application documents.
When registering an external company, a COR20.1 (Registration of an External Company) is filed, together with a copy of the relevant foreign company's MOI and certificate of incorporation or other comparable document issued in the jurisdiction in which the company was incorporated (including a translation of such documents if needed). The COR20.1 must include: (i) the address of the principal office of the company outside South Africa; (ii) the names of the directors at the time the form is filed; (iii) the address of its registered office in South Africa; and (iv) the name and address of the person within South Africa who will accept service of documents on behalf of the company.
A Form 21.2 (Notice of Person Authorised to Accept Service) must also be filed. The registration of an external company is done manually with the CIPC.