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  Professional offshore incorporations and offshore banking services since 1996

 

Company Incorporation
South Africa

 

We are pleased to provide a summary of the salient features of companies incorporated in South Africa.


South Africa is a former British colony which changed to self rule in 1948. Subsequently on 30 April 1994 the newly elected Democratic Government came into power representing all races of the country.

South Africa lies at the southern most tip of the continent of Africa and boasts being the "Hong Kong" into sub Saharan Africa. There is an excellent infrastructure with the most up to date telecommunications, air, road and rail. There are approximately 43 million people living within its borders and due to the recent changes in Government there are exceptional opportunities both politically and financially.

South African common law applies and in cases where no guidance can be found in our common law the courts draw from experience from English Law under point and issue and follow the English precedents if justified. There are an excellent range of professional services available as South Africa serves as the major business centre for the whole of the Sub Saharan continent. The local currency is South African Rand (ZAR) which is interchangeable with other major currencies of the world.

There are Exchange Controls which govern the flow of funds in and out of South Africa. There is a total prohibition on dealing in foreign exchange except with the permission of and on the conditions set by the Treasury.

 


 

THE SOUTH AFRICAN COMPANY

There are two types of Private Limited Liability entities in South Africa, the Close Corporation (CC) and a Private Company (PTY).

 

PRIVATE COMPANY:

TAXATION

The rate of taxation is 35% on South African source income only.

SHAREHOLDERS

A minimum of one shareholder is required whose details are filed on the public register. Corporate shareholders are permitted and anonymity can be achieved by the use of nominee shareholders. Membership is limited to a maximum of 50 shareholders.

DIRECTORS

A minimum of one director is required and full details of these must be filed with the Public Registry. An annual general meeting must be held within 18 months after the company’s incorporation. Subsequent annual general meetings are to be held not later than 9 months after the end of each ensuing accounting date (the end of the Financial Year) but still within 15 months of the date of the preceding annual general meeting.

ANNUAL REPORTING

South African companies are required to file full audited accounts and must also prepare and file an annual return which gives details of the current directors and of the shareholders who have held shares in the company at any time during the year.

TIMESCALE

Incorporation of a South African company takes around 3 weeks but ready-made companies are available for immediate purchase.

RESTRICTIONS ON NAME AND ACTIVITY

There are restrictions on the use of certain words in the name of a company. Specific permission has to be obtained prior to incorporating the company. Words which are deemed to be 'undesirable' or which are 'calculated to deceive or mislead the public' are prohibited.

LOCAL REQUIREMENTS

As a matter of local company law the company MUST maintain a registered office address within the jurisdiction of incorporation and must also appoint an auditor.

 

 

CLOSE CORPORATION:

A Close Corporation is governed by the Close Corporations Act of 1984. The Close Corporation provides a simpler and less expensive corporate form for the single entrepreneur or a few participants (who must be natural persons). The name of a Close Corporation ends with the words "Close Corporation" or "CC". A Close Corporation has the following characteristics:

JURISTIC PERSON

The CC is a juristic person distinct from its members; it consequently enjoys perpetual succession and its members have limited liability in respect of the Corporation’s debts.

TAXATION

The rate of taxation is 35% on South African source income only.

SHAREHOLDERS

There are no shareholders. Instead there are members who have a percentage interest in the entity. There is a minimum of one member and a maximum of ten. Companies cannot be members of a CC. There is no register of members however, details of the members are found in the Founding Statement.

DIRECTORS

There are no directors. Instead there are members who are in a similar position to directors of a company i.e. members have certain fiduciary duties towards the Corporation. There is a minimum of one member and a maximum of ten. Companies cannot be members of a CC. There is no register of members however, details of the members are found in the Founding Statement.

ANNUAL REPORTING

There is no requirement to file audited accounts, however, annual financial statements must be prepared by the Corporation’s "accounting officer" who need not be a qualified Chartered Accountant.

TIMESCALE

Incorporation of a Close Corporation takes around 3 weeks but CC’s are available for immediate purchase.

RESTRICTIONS ON NAME AND ACTIVITY

There are restrictions on the use of certain words in the name of a company. Specific permission has to be obtained prior to incorporating the company. Words which are deemed to be 'undesirable' or which are 'calculated to deceive or mislead the public' are prohibited.

LOCAL REQUIREMENTS

As a matter of local company law the company MUST maintain a registered office address within the jurisdiction of incorporation and must also appoint an accounting officer.

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Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.


Please go to our Uses of offshore Companies Page where you will find interesting information on the benefits of using offshore companies and trusts for business and personal use, links to information on other locations and details of our products and services.

 

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