Company Registration Procedure What is a Company?

A company is a legal person which has capacity and powers to act on its own (i.e. the law sees a company in the same light as a natural person) 1. Types of entities: 1.1 Categories of entities recognised under The Companies Act, No. 71 of 2008 (a) Profit companies a. State owned company (SOC) b. Private company c. Public company d. Personal liability company (b) Non-profit company (c) External company a. External profit company b. External non-profit company
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2. Registration documents a) Reserve a name (Form CoR 9.1) The New Companies Act 71, 07 2008 retains the broad outlines of the existing regime for company names, in particular continuing the practice of name reservation. If a proposed name is rejected the company may still be registered and the registration number then becomes the names of the company at incorporation until such time as an appropriate name has been reserved. Table A: Documents to be completed for types of companies Form Number CoR 9.1 Name of Form Application to Reserve a Name Description/Purpose of form To apply for a name reservation. May indicate up to four alternatives which will be considered for reservation in the listed order, Only one name will be registered Must indicate whether any word , number or other element constitutes a registered trade mark, mark or well known trade mark Provide supporting Supporting documents Normal name reservation Certified copy of ID of applicant Associated name reservation: Letter from holder of trade mark or representative of company that name may be used, Certified copy of ID
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Section and Regulation Manual application: Section 11 and 12: Regulation R75.00 for each 8 and 9 name Electronic application: R50.00 for each name

Fee

documents for associated name Applicant of name reservation must be applicant on new company registration

of applicant Certified copy of ID of representative company or trade mark holder(satisfactory evidence regarding ownership of name) Certificate of translation (if applicable)

CoR 14.1

Notice of Incorporation

To be lodged together with Memorandum of Incorporation of any type of company

Certified ID Copies The basic filing fee is Section 13: Regulation 14 of Applicant R175 if the Incorporators or companys MOI is in Members form CoR 15.1A or 15.1C, or R475 in any other case and COR 35.1 if any

CoR 15.1A

Memorandum of Incorporation (Short Standard Form) for private company

This is a form used to incorporate a private company and can be Incorporated by one or more persons.

Certified ID Copies Same as above of Applicant Incorporators or Members and Power of Attorney.

Section 13: Regulation 15

CoR 15.1B

Memorandum of Incorporation (Long Standard Form) for profit company

Used to Incorporate a new Private company) and consist of 11 pages if filing by paper

CoR 15.1C

Memorandum of Incorporation Short standard (To Incorporate a Nonprofit company)

Used to Incorporate a Nonprofit company: will consist of 3 pages and may not have members as contemplated in item 4 of Schedule 2 of the Act

The following are submitted if there is a need (Resolution letters, Financial Services Board Letter) Certified ID Copies Same as above of Applicant Incorporators or Members and Power of Attorney. The following are submitted if there is a need (Resolution letter, Financial Services Board Letter) Certified ID Copies Same as above of Applicant Incorporators or Members Power of Attorney. The following are submitted if there is a need (Resolution letter) Certified ID Copies of Applicant Same as above

Regulation: 15 Section: 13

Regulation: 15 Section: 13

CoR 15.1D

Memorandum of Incorporation of a

For non-profit companies and

Regulation: 15 Section: 13
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Non-Profit company (without members)

may not have members as contemplated in item 4 of Schedule 2 of the Act

CoR 15.1E

Memorandum of Incorporation of a Non-Profit company (with members)

Have members of the company and every member of the company are also directors: 9 pages must be filed.

Incorporators Members Power of Attorney. The following are submitted if there is a need (Resolution letter) Certified ID Copies of Applicant Incorporators Members Power of Attorney. The following are submitted if there is a need (Resolution letter) Certified ID Copies of Applicant Incorporators or Members, written consent from members at least 75% of the members interest, CC Must not be in liquidation or not engaged in business rescue proceedings

Same as above

Regulation: 15 Section: 13

CoR 18.1-3

Application to convert a close corporation

For Application to convert a company: The fee is waived if the conversion application is filed within 3 years after the effective date of implementation of Commission

Nil

Regulation 18: Schedule 2 of the Companies Act 2008

CoR 17

To transfer registration of a foreign company

The form is used to incorporate a branch of a foreign company into our republic; where the law of the jurisdiction in which it is registered permits the company in this manner, and the company has complied with all of the requirements of that law governing such a transfer

R400.00 Certified ID Copies of Applicant Incorporators or Members Power of Attorney. Majority of shareholders and directors, written statement that the Company is not in liquidation The following are submitted if there is a need (Resolution letters, Financial Services Board Letter)

Regulati on 17 Section 13 (5) AND Regulati on: 20 Section 23 (1), (2) and (2a)

CoR 20.1

To Incorporate an external company

To Incorporate an external company, still attaches copies of MOI, its certificate of incorporation, its current registration certificate and translated copies of any such document.

Certified ID Copies R400.00 of Applicant Incorporators or Members Power of Attorney. Majority of shareholders and directors, written statement that the Company is not in liquidation
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Contains annexure. The following are submitted if there is a need (Resolution letters, Financial Services Board Letter)