Since 1 May, the Companies and Intellectual Property Registration Office (CIPRO) ceased to exist and was replaced by the Companies and Intellectual Property Commission (CIPC). The New Companies Act came into being at the same time, changing the way business owners register their companies.
The Act stipulates that no new close corporations (CC) can be registered, but those registered prior to 1 May can continue to operate as CCs.
Registering your company
The Companies Act provides for two categories of companies, namely non-profit and profit companies. Each of the different entities under these categories has specific requirements in terms of the documentation that is required.
1. Types of entities
A company incorporated for public benefit or another object relating to one or more cultural or social activities, or communal or group interests. The income and property are not distributable to its incorporators, members, directors, officers or persons related to any of them.
Profit companies are categorised as companies without restrictions on the transferability of their shares and that do not prohibit offers to the public (larger public companies), and companies that do contain restrictions on the transferability of their shares and that prohibit offers to the public (smaller private companies). They may take one of four different forms: a personal liability company, a state-owned company, a public company and a private company.
Personal liability companies
The directors and past directors are jointly liable with the company for any debts and liabilities arising during their periods in office. The company name ends with the word ‘incorporated’.
This is a company defined as a ‘state-owned enterprise’ or a company owned by a municipality. The names of a state-owned company must end with the expression ‘SOE Ltd’
The definition of a public company is largely unchanged. The only difference is that a public company now only requires one member for incorporation compared to seven members in the past.
While comparable to private companies under the old Act, these are similar to previous close corporations. Some of the changes made to private companies include fewer disclosure and transparency requirements, no longer being limited to 50 shareholders, and a board that must comprise at least one director. The name of a private company must end with the expression ‘Proprietary Limited’ or ‘(Pty) Ltd’.
A company is incorporated by the lodging of a Notice of Incorporation (CoR 14.1) and Memorandum of Incorporation (CoR 15.1 A-E). These forms are available for download from the CIPC’s website.
Memorandum of Incorporation
The Memorandum of Incorporation (MoI) contains the following information:
- Details of incorporators
- Number of directors or alternate directors
- Share capital (maximum issued)
Notice of Incorporation
The Notice of Incorporation, which is lodged with the MoI, contains the following information:
- Type of company
- Incorporation date
- Financial year-end
- Registered address (main office)
- Number of directors
- Company name
– Whether the company name will be the registration number
– The reserved name and reservation number
– List of four names to be checked by the Commission
To register a private company you will complete either a CoR 15.1A (for a standard private company) or a CoR 15.1B (for a customised private company) and a CoR 14.1. The supporting documents required include:
- Certified ID copies of all indicated initial directors and incorporators
- Certified ID copy of applicant if not the same as one of the indicated initial directors or incorporators
- If an incorporator is a juristic person, a power of attorney is required for the representative authorised to incorporate the company and sign all related documents
- If another person incorporates the company and signs all related documents on behalf of any of the incorporators and initial directors, a power of attorney and certified ID copy of the person is required
- If a name was reserved before filing of incorporation documents, a valid name reservation document is necessary
The basic filing fee is R175. According to Elsabie Conradie, head: communication, marketing & stakeholder relations for CIPC, a private company can be registered within one day if the company registers without reserving a name first.
3. Register online
The CIPC’s website allows business owners to register their companies online. Once you are registered as a CIPC customer you will be able to access the transactional website. After you have logged in, look for the ‘New Companies’ link under the ‘Companies’ tab.
4. Naming your company
Under the new Act, name reservation is no longer mandatory before registering a company. If a proposed name is rejected the company may still be registered and the registration number then becomes the name of the company at incorporation until an appropriate name has been reserved. Furthermore, symbols are allowed in company names and all languages are accepted.
To register a company name, you need to complete a CoR 9.1 form. The fee for a manual application is R75 for each name, while electronic is R50. You should indicate up to four alternatives to be considered for reservation in the listed order while only one will be registered. You are also required to indicate whether any word, number or other element constitutes a registered trademark, and provide supporting documents for an associated name. The applicant of a name reservation must be the applicant on the new company registration documents, and will need to include a certified copy of their ID.