Company Conversion

What you need to know

Some companies types can be converted from one type to another. The most common conversion by far is from a Close Corporation to a (Pty) Ltd.

Another frequent conversion is from an Incorporation to (Pty ) Ltd and from a (Pty) Ltd to an Incorporation.

However you cannot convert an NPC (Non-Profit company) to a profit company - a (Pty) Ltd or an Incorporation and nor can you convert a profit company to a non-profit company.

Good to know

Annual returns MUST be up to date before the conversion can be processed.

Price : R1500
How long does it take? 7-14 Days

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021 595 4433

Email
info@swiftreg.co.za

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Frequently Asked Questions

Can I convert a CC to a Pty Ltd?

Yes, this is by far the most common conversion we do. About 90% of conversions are CC to Pty.

Can I convert a NPC to a Pty Ltd and vice versa?

Yes, it is theoretically possible. This is because an NPC (Non-Profit Company) is not automatically exempt from tax — tax exemption requires a separate application to SARS and is not guaranteed.

If you are converting from a Pty (Proprietary Limited) to an NPC, you will also need a minimum of three directors.

We recommend that you first contact our office and speak to one of our consultants, as it may be more practical to close the existing entity and register a new one instead.

Do I have to convert my CC to a Pty?

Not right now. When the new Companies Act of 2008 became law in 2011, no new Close Corporations could be registered and the Act stated that existing CC’s would be converted within 10 years. It is now 2022 and that does not appear to have happened. It is however pretty straight forward to convert a CC to a Pty Ltd and currently takes about a week to process.

What are the benefits of converting a CC to a Pty?

The company will have greater flexibility from a shareholding point of view. This includes brining in new shareholders who don’t have to be directors. A Pty also doesn’t have a limit on the number of shareholders or directors. A Pty can have shareholders that are not just natural persons so other companies and trusts can be shareholders of a Pty.

What happens to the Members of the CC when it is converted to a Pty?

All of the Members must become the Directors of the new Pty. It is also possible to add Directors during the conversion but no Directors may resign until the conversion is complete.

Can the company name be changed during the conversion?

Yes it can.

Does my registration number change?

Yes it will. The registration number will bear the year the conversion is completed with the first 4 digits of the registration number eg. 2022; the following six digits are the unique registration numbers and the last 2 d igits indicate the type of company eg. /07 for a Pty Ltd. /21 for an Incorporation.

If I convert an Incorporation to a (Pty Ltd) what do I need to know?

To convert an Incorporation (personal liability company) to a profit company (Pty) Ltd, it is required to provide notice its professional body or regulator 10 business days before applying to amend the MOI which will affect the conversion.

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