Register a Private Company with a Customised MOI
A private company is the most common and simplest form of company to be registered. It is comparable to a close corporation. Close corporations are no longer 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 a Memorandum of Incorporation (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 customised MOI. The standard MOI is provided by law and is integrated into the company registration process (click here to preview a standard MOI). A customised 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 customised MOIs can only be registered manually.
A Private Company with a customised MOI may only be registered manually.
When customising the MOI, incorporators may decide to adopt a long-form MOI, which is already set out and allows the business person to select certain preferences, or may adopt their own MOI, with or without certain ring fenced provisions.
To register online on CIPC’s website, follow these steps:
Register as a Customer
To view information on how to register as a customer, click here. If you are already registered as a customer, and know your customer code and password, proceed to step 2.
Deposit R425 for company registration without a name reservation or R475 for a company registration with a name reservation into the CIPC bank account. For the bank account details, click here. Use your customer code as reference when depositing money into the CIPC bank account.
Reserve a Corporate Name
For more information about name reservation, click here. Any company may be registered with or without a company name. If a reserved name is not included in the initial application, the company will be registered with its enterprise number. A name may be added at a later stage through a name amendment. A name amendment requires an approved name reservation and a special resolution to effect a change to the Memorandum of Incorporation (MOI).
To reserve a company name, follow these steps:
- Click on”On-line transacting”/Name Reservation;
- Login using your Customer Code and Password;
- Click on Name Reservations/Proposed Name;
- Click on “Proposed Names”;
- Capture one to four names in order of preference. Please ensure that you capture the names accurately. If you make an error, you will need to apply for a name change at a later stage;
- Click on “Submit Proposed Name”.
- A screen will display, indicating if the exact name test was successful or not. If the test for one of the proposed names was not successful, it will be indicated with a cross. Click on Back and propose another name if you want to add another name. Click on Lodge Name Reservation.
- The next screen will indicate that the proposed name(s) has been reserved, and provide you with a reservation number. Click on either Back to Name Reservations or on Home.
- You will receive an SMS and email confirmation of the name reservation with the reference number of the reservation.
The service delivery standard for a name reservation is 5 working days from the date of submission.
Register your private company with a customised MOI manually
Print and complete the following forms relating to incorporation:
- Decide whether you wish to use a standard long form MOI (which gives you a series of choices) or whether you wish to draft your own MOI (It is advisable to retain the services of a legal professional for this purpose.) If you choose to use the standard long form MOI, please download and complete form CoR15.1B.
- You may impose restrictions on the management and ownership of the company in respect of any of the alterable provisions of the MOI. This is called ring-fencing of provisions. For example, if you wish to limit the business activities the company can undertake, you will need to ring-fence certain provisions of the MOI. In order to ring-fence provisions, you need to submit CoR14.1C.
- If you wish to appoint an auditor, audit committee members and/or company secretary, download and complete CoR14.1 Annexure D. It is not mandatory to appoint any of these for a private company, and is at the discretion of the shareholders.
Scan and e-mail the completed and signed documents together with supporting information to email@example.com;
The following supporting documents must be included in your e-mail:
- Confirmation notice of name reservation - CoR9.4 (if applicable)
- Certified identity copy of applicant
- Certified identity copy of all incorporators and directors
- Power of attorney (if applicable)
Service turnaround time: 25 working days from date of tracking.
Click here to lodge an enquiry.
Important: Queries relating to transactions already lodged should only be submitted once the Service Turnaround Time has lapsed.