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Companies FAQs

What are the types of companies that can be registered in terms of the New Companies Act 71, 2008?
  • Private company (Pty) Ltd
  • Public company (Ltd)
  • State-owned company (SOC)
  • External company
  • Personal liability company (Inc)
  • Non-profit company (NPC)
What is a private company?
Private companies are comparable to companies of the same status under the Companies Act, 1973 and are characterised by the following:
  • They are subject to fewer disclosure and transparency requirements.
  • A private company will still be prohibited from offering its shares to the public and the transferability of its shares will be restricted, but it may now have more than 50 shareholders.
  • The name of a private company must end with the expression “Proprietary Limited” or its abbreviation “(Pty) Ltd”.
  • The board of a private company must comprise at least one director, or any other minimum number as stipulated in its MOI. Each incorporator is a first director of the company.
What is a public company?
Public companies are comparable to companies of the same status under the Companies Act, 1973. They are characterised by the following:
  • Their MOI permits them to offer shares to the public but restricts limits or negates their right of pre-emption.
  • The name of a public company must end with the word “Limited” or its abbreviation, “Ltd”.
  • A public company must have at least three directors.
What is a state-owned company (SOC)?
State-owned companies were often incorporated or registered under the Companies Act, 1973 but were not recognised in that Act as requiring separate legislative treatment in respect of certain matters to avoid conflict or overlap with other legislation specifically applicable to them, and not to companies. An SOC is either a company defined as a “state-owned enterprise” in the Public Finance Management Act 1of 1999, or is owned by a municipality as contemplated in the Municipal Systems Act 32 of 2000, and is otherwise similar to an enterprise as referred to above. The name of a state-owned company must end with the expression “SOE Ltd”
What is an external company?
An external company is a foreign company that is carrying on business or non-profit activities within the Republic. It must register with the Companies and Intellectual Property Commission (CIPC) within 20 business days after it first begins to conduct activities within the Republic as an external non-profit company (NPC) or as an external company.
What is a non-profit company?
A non-Profit Company is a company that is incorporated for a public benefit or other object as required by Item 1(1) of Schedule 1 of the Companies Act. Its income and property are not distributable to its incorporators, members, directors, officers or persons related to any of them, except as reasonable compensation for service rendered. Three (3) persons and 3 directors may form an NPC.
  • They are incorporated for a “public benefit purpose”.
  • Income and property may not be distributed to the incorporators, members, directors or officers of a non-profit company, except for reasonable compensation for services rendered by them.
  • The name of a non-profit company will end with “NPC”.
  • A minimum of three persons, called incorporators, must complete and sign the MOI.
  • A minimum of three directors must be appointed.
  • All of a non-profit company’s assets and income must be used to advance its stated objectives, as set out in its MOI.
  • Non-profit companies are subject to a varied application of the Act, as set out in section 10.
A special set out fundamental rules for non-profit companies is set out in Schedule 1 of the Companies Act, 2008. According to these rules, the objects of non-profit companies remain subject to the current principles. Furthermore, on their dissolution, non-profit companies are restricted in terms of the distribution of any residual assets. These special rules also include various other matters unique to non-profit companies.
What is a personal liability company?
A personal liability company is comparable to companies contemplated in section 53(b) of the Companies Act, 1973. Its name must end with the word “Incorporated” it meets the criteria for a private company, and its MOI provides that the directors and past directors are jointly and severally liable, together with the company, for any debts and liabilities of the company that were contracted during their respective terms of office.
What will it cost to register a company?
  • The basic filing fee is R175 if the company’s Memorandum of Incorporation (MOI) is in form 15.1A or 15.1C, or R475.00 in any other case and/or CoR 35.1 if any
  • Fee to transfer registration of a foreign company is R400.00
  • Fee to incorporate an external company is R400.00
What will it cost to convert a close corporation to a company?
The fee is waived if the conversion application is filed within 3 years after the effective date of implementation of the Commission.
What documents/ forms do I complete to register different types of companies?
Click here for the relevant information (or visit the CIPC website: Enterprise/Companies/Company Registration)
What form do I complete for name reservation?
Form CoR 9.1 with supporting documents
  • Manual application fee payable is R75.00
  • Electronic application fee payable is R50.00
What form do I complete for application to extent name reservation?
Form CoR 9.2 with supporting documents
  • Manual application fee payable is R50.00
  • Electronic application fee payable is R30.00
What form do I complete for application for defensive name?
Form CoR 10.1 with supporting documents
  • Manual application fee payable is R250.00
  • Electronic application fee payable is R200.00
What form do I complete for application to renew defensive name?
Form CoR 10.2 with supporting documents
  • Manual application fee payable is R50.00
  • Electronic application fee payable is R30.00
What form do I complete for application to transfer a reserved or registered name?
Form CoR 11.1 with supporting documents
  • Manual application fee payable is R75.00
  • Electronic application fee payable is R50.00
What form do I complete to register directors particulars?
Form CoR 39 with supporting documents, no fee payable
What form do I complete to register Notice of Change of Company officials (Auditors, Accounting Officers, Members and Audit Committee?
Form CoR 44 with supporting documents, no fee payable
What form do I complete to register Notice of Change of Registered office?
Form CoR 21.1 with supporting documents, no fee payable
What form do I complete to register Notice of Location Company Records?
Form CoR 22 with supporting documents, no fee payable
What form do I complete to register Notice of Change of Financial Year End?
Form CoR 16.1 with supporting documents, fee payable is R100.00
What form needs to be completed and what fees are payable for lodgment of annual returns for a local company?
Click here for information on Annual Returns
Do I need to indicate customer code on forms filed with the Commission?
Yes, the customer code must be indicated on all application forms.
What form do I complete to register Notice of Amendments of Memorandum of Incorporation?
Form CoR 15.2 and if necessary CoR 15.2 Annexure A with supporting documents, fee payable:
  • Payment of a filing fee, unless it is the first such filing by a pre-existing company, as contemplated in schedule 5, Item 4(2):
  • All first filing of Memorandum of Incorporation by pre-existing companies within 2 years from effective date of the Act, will be exempt from the filing fee
Fees: (applicable after first filing)
  • R80.00 minor amendments ( Commission discretionary decision)
  • R250.00 in case of any other amendment
R150.00 filing fee for proposed draft amendments
What form do I complete to register Notice of Alteration of Memorandum of Incorporation?
Form CoR 15.3 with supporting documents, fee payable is R250.00
What form do I complete to register Notice of Translation of Memorandum of Incorporation?
Form CoR 15.4 with supporting documents, fee payable is R250.00
What form do I complete to register Notice of Consolidation of Memorandum of Incorporation?
Form CoR 15.5 with supporting documents, fee payable is R250.00
What form do I complete to register Notice to Consolidate the Memorandum of Incorporation?
Form CoR 15.6 with supporting documents, fee payable since notice is issued by Commission
What form do I complete to register Notice of Board resolution to convert par value shares?
Form CoR 31 with supporting documents, First 5 years is free and then the process falls away
What form do I complete to make application for Business Rescue?
Form CoR 123.1 with supporting documents
What form do I complete to register Voluntary Liquidation application?
Form CoR 40.1 with supporting documents, fee payable is R250.00
What form do I complete to register Notice of Board resolution to convert par value shares?
Form CoR 31 with supporting documents
What form do I complete to for application concerning Rights offer exclusion?
Form CoR 46.3 with supporting documents, fee payable is R100.00
What form do I complete for registration of Prospectus or letter of Allocation?
Form CoR 46.4 with supporting documents, fee payable is R5000.00 and draft is R2000.00
What form do I complete for application to exclude information from Prospectus?
Form CoR 46.6 with supporting documents, fee payable is R300.00
What form do I complete to register Notice of Pre-Incorporation contract?
Form CoR 35.1 with supporting documents

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