Types of Companies that can be registered
Private Company Registration
(Pty) Ltd – Reg No: year/123456/07– SwiftReg Supports these company registrations
· A private company is also a legal (juristic) person where the
liabilities of its shareholders are limited. This means on completion of the
company registration, the company is liable for its own debts and not the shareholders personally.
· The shareholders own the company and appoint the directors to run it
on their behalf (a shareholder can also be a director).
· A private company can have unlimited shareholders. In a private
company, if a shareholder wants to sell his shares he must first offer it to a
fellow shareholder in the same company before he can sell it to the general
· Since the introduction of the new Act no auditors are required when
registering a new (Pty)
Public Company Registration
Ltd - Reg No: year/123456/06 – SwiftReg does not offer this company
· A public company can freely trade its share with the public without
permission of other shareholders.
· These type of companies are listed on the Johannesburg Stock Exchange
(JSE). For example: Old Mutual, Standard Bank and Pick & Pay
No: year/123456/21 – SwiftReg does offer
this company registration assistance
· Incorporations are virtually the same as private
companies but are used exclusively to register professionals such as accountants, lawyers and engineers.
· The only difference from a private company registration
is that all current and past directors are jointly and severally liable,
together with the company, for the debts of the company contracted during their
period of office – it is effectively just like a partnership.
· The MOI used for Incorporations is the CoR15.1B and
costs R475. It is too costly and complicated for us to offer as a service.
· All the Directors must also be the shareholders (No
juristic shareholder allowed)
Close Corporations (CC)
Reg No: year/123456/23 – Although new CC’s
can’t be registered, SwiftReg still
supports changes and admin on existing CC’s such as annual returns.
Since the introduction of the new Act on 1
May 2011 new CC’s can no longer be registered. CIPC will however maintain existing CCs for an indefinite period. This
means member changes and name changes can still be done on condition the annual
returns are paid up which is why it is important to understand CC’s.
· A Close Corporation is a legal entity and therefore the
member(s) have the protection of limited liability.
· A maximum of ten natural people or a trust is allowed to hold
membership in a CC. There is no limitation in respect of the number of
employees in the Close Corporation.
· At all times 100% of the membership in the CC must be owned. This
means that if there are 5 members, all with equal membership (20%) and one
member desires to resign the remaining 4 must take up his membership and now
all will own 25% each. This means that all parties must agree to any membership change.
· A CC requires a bookkeeper to be appointed.
· CC’s can be converted to (Pty) Ltd’s
Non Profit Company Registration (NPC)
Reg No: year/123456/08 – New Sec 21
companies cannot be registered
Since the introduction of the
new Act no new Section 21 Companies can be formed, they have now been replaced
with a NON Profit Company or (NPC) which is basically the same thing just with
a different name.
· A NPC is usually a community based upliftment project such as an AIDS
· The most important aspect of
NPC is that there are NO SHAREHOLDERS and therefore no profits which is why it
is called a Non Profit company.
· An NPC requires a minimum of 3 directors. (NB If the NPC is going to
apply for tax exemption from SARS then the directors cannot be related family
· SARS does not automatically
exempt NPC’s from tax and the NPC must apply to SARS and prove their case in
order to be exempt from tax.
· NPC can’t sell any of its assets for a profit but must donate it to a
· The bulk of the income it generates must go the object of the
· The standard MOI (CoR 14.1C) which is drafted by CIPC is accepted by
the Tax Exemption Unit for SARS this means that the MOI does not have to be
modified to include Section 30 (which deals with the tax exemption for NPC) of
the Income Tax Act. The company must just give a written under taking that it
will comply with Section 30 of the Income Tax Act.
NPC can be
registered either with members or without members. As NPC do not have
shareholders the members play this role. (The members are the same as the
subscribers in the old Sec 21 companies) The members function is to appoint the
directors and approve the financials etc. If there are no members the directors
appoint themselves. The "With members" is the more popular, but expensive
option as the long MOI costing R475 must be used. We at SwiftReg only offer the
cheaper option of no members. NPC also pay annual returns to CIPC
not offer this service
A cooperative is an undertaking
whereby a group of individuals strive on a voluntary basis to meet their
mutual economic and social needs in such a way that the economic advantages
derived there from are greater than that which the individual could achieve on
example a group of rural subsistence farmers individually do not have enough
money to buy a tractor but together they can afford one. Each member then gets
the opportunity to use the tractor to plough his field. The government likes to
promote Cooperatives as it has good B-BBEE credentials