Companies have to obey all the rules of the Companies Act, which is a long and complicated set of laws. On 1 May 2011 the Companies Act, 2008 became the new set of regulating laws. Existing companies are subject to the transitional measures as defined in the new Act.

If more than 10 people want to start a business together, they will have to go to an attorney or an accountant to form a partnership or a company. The usual way to start a company is to buy a shelf company. These are companies that are already formed. A company has shareholders and directors. Shareholders can be people, other companies, Trusts or CC’s. Shareholders put the money into the business and are the owners of the business. Directors are the managers of the business. Sometimes the owners and the managers are the same people and sometimes they are different people.

The law sees a company as separate from its shareholders and directors. This means that like a CC, the assets and debts of the business belong to the company and the assets and debts of the shareholders and directors have nothing to do with the Company.

Suppliers or banks, which lend money to companies will often ask the shareholders or the directors to sign surety for the company. If the company cannot pay its debts, then the people who have signed surety will have to pay the company’s debts.

Directors and shareholders of a private company must always write Pty (Ltd) or Pty behind the name of the company. If they write the name of the company without writing Pty (Ltd) or Pty behind it, the law does not see the company as separate from its shareholders, and the debts and assets of the company are not separate from the debts and assets of the shareholders.

If the business is a company and the company has a letterhead, the registration number of the company and all the names of the directors must be printed at the bottom of the letterhead. The registered name and number must also appear on cheques. (See CHART: The differences between the four types of business; See CHART: Advantages and disadvantages of the different types of business)

Note: Anyone wanting to buy a CC or a Company or form a new Company, should get professional advice from an accountant or an attorney.

STARTING AND REGISTERING A COMPANY

A company must be registered with the Companies and Intellectual Property Commission (CIPC) which is an agency of the Department of Trade Industry and Competition in South Africa. CIPC was established by the Companies Act, 2008 (Act No. 71 of 2008).

Follow these steps to register a company:

1. Register a customer code on CIPC at www.cipc.co.za to be able to login to the site to register.
2. On the website click on On-line-transacting.
3. Click on Private Company Registrations.
4. Click on Customer Login.
5. Complete the required fields and click on Login.
   • Customer Code
   • Customer password
   • Security code
   • Click on CIPC Terms and Conditions to read it, and in the circle next to it, accept the Terms and Conditions
6. The landing page of E-services will be displayed. Click on Register a New Company.
7. Follow the prompts to enter details of directors including the following information:
   • Director type
   • Name and surname
   • Country of origin
   • ID/Passport number
   • Director status
   • Appointment date
   • Date of birth
   • Cell phone number
   • Email address
   • Physical address
   • Postal address
8. Follow the prompts to complete the company information:
   • Financial year-end
   • Authorised shares
   • Email address
   • Website
   • Physical address
   • Postal address
9. Reserve your company name: this means you can:
   • Apply for a name as part of the process (follow the prompts if you want to apply for a name)
   • Use a name that has already been approved (if you already applied for a name click on ‘Name already approved’), or
   • Register using the enterprise number as company name (Click on “Register company using enterprise number as the name”)
10. All director and company details will be displayed. Check that they are correct and edit if necessary (by clicking on ‘Modify”).
11. Click on Lodge Company.
12. An email will be sent to the company email address indicating the required documentation needed for registration.
13. Print the emailed forms sent by CIPC and get directors to sign where required.
14. Send the signed form and required supporting documents to eServicesCoReg@cipc.co.za for the process to be completed. The following supporting documents are required:
    • Certified identity copy of applicant
    • Certified copies of the Identity Documents or passport of the Directors
    • The name confirmation certificate (COR9.4), if applicable
    • Power of attorney (if applicable)
    • For trust or company/juristic person as an incorporator, the resolution and certified ID copy of the duly authorised representative must be attached
15. IMPORTANT POINTS TO NOTE FOR REGISTRATIONS:
    • The tracking number (e.g. 717291526) must be clearly stated in the subject heading of your email.
    • The scanned document must be in TIFF or PDF format.
    • The scanned documents must be attached as ONE attachment.
    • The CoR9.4 (Confirmation Notice of Name Reservation) must be attached for an approved name.
    • The application must be finalised within 31 calendar days from the date it was lodged so all forms and supporting documents (with fees paid) MUST be sent within 10 calendar days from the date it was lodged. Failure to do this will result in the application being rejected.
    • Documents must only be lodged once funds are reflecting in the customer code.
    • Documents must reflect as an attachment and not form part of the body of the email.
    • Documents must be easily readable and only submitted once.
    • An application that has been queried or rejected via the eservicescoreg.co.za e-mail cannot be reused. In this case, customers must recapture information and get a new tracking number. Attach all the supporting documents required and email them to the email address for registration (eservicescoreg@cipc.co.za).