10 steps to incorporating in South Africa
- Client due diligence and commitment: Prior to company incorporation, our Client i) settles our South Africa engagement fees ii) signs and returns our engagement letter and iii) forwards us all the requested due diligence documents;
- Planning phase: Healy Consultants drafts a detailed South Africa business incorporation engagement plan, including the corporate bank account opening steps. This project plan maps out, by week, each step to engagement completion, thereby optimizing transparency and setting Client expectations;
- Corporate structure: Our Client confirms the corporate structure including shareholders and directors. Healy Consultants then prepares the Power of Attorney (POA) and the residence statement documents for our Client’s signature and return;
- Company name reservation: Healy Consultants’ business incorporation team performs a company name search with the Companies and Intellectual Property Commission (CIPC) and, if available, reserves the name on our Client’s behalf;
- Company registration phase 1: After the corporate structure for the new company is agreed and the name is reserved, our experts prepare and file the legal forms and the Memorandum of Association with the CIPC. Thereafter, Healy Consultants receives the proof of registration, known as a CoR14.3, by email from the CIPC;
- Company registration phase 2: Upon receipt of the proof of company incorporation, Healy Consultants then retrieves from CIPC website the disclosure certificate and all other corporate incorporation documents;
- Corporate bank account opening: Healy Consultants’ banking team completes corporate bank account opening for our Client, including applying for internet banking facilities. We work with internationally recognized banks such as HSBC, Standard Chartered and Citibank and local banks such as First National Bank and Standard Bank to provide corporate bank account services for our Client’s company. Where possible, Healy Consultants’ bank account opening team will liaise with the bank to prevent our Client having to travel for an account opening interview. Immediately after the bank account opening, our Client is required to deposit the proposed share capital of the company;
- Registration for tax and VAT: Healy Consultants registers the new company with the South African Revenue Service (SARS) for Income Tax, Employees Tax (PAYE), Value-Added Tax (VAT) and other withholding taxes;
- Additional registrations: Healy Consultants will, simultaneously with the above process, register the company with Department of Labor for the Unemployment Insurance Fund (UIF) and Office of the Compensation Commissioner in conformity with the Occupational Injuries and Diseases Act;
- Engagement completion: Following engagement completion, Healy Consultants emails the original corporate documents that are issued electronically and further, upon Client’s request, couriers a full company kit to our Client, including original South Africa corporate documents, unopened bank correspondence, and a Client feedback survey.
List of documents required for incorporation
The below listed documents will be required when incorporating a South African private company:
- Completed Notice of Incorporation form CoR14.1;
- Completed forms CoR15.1A in the case of a standard private company or CoR15.1B for a customized private company;
- A valid name reservation confirmation certificate (CoR9.4);
- Certified true copies of national ID/passport of all individual shareholders and directors;
- A certificate of incorporation, M&AA and latest annual return for corporate shareholders;
- A power or attorney authorizing the company representative (if applicable);
- Complete VAT101 form to register the local entity for VAT with SARS;
- Complete EMP101 form to register the local entity for PAYE with SARS;
- Complete WAs2 form to register for Compensation for Occupational Injuries and Diseases (COID) with the Department of Labour and Compensation Commissioner;
- Complete UI8 to register employees for unemployment insurance with UIF.
Frequently asked questions
Does my South African business need a company secretary?All South African companies must appoint a public officer, who will be a individual resident in the country.
What are the capital requirements for incorporating a company in South Africa?The capital deposited after company incorporation can be as low as US$1.
Will there be any restrictions for non-resident entrepreneurs when they incorporate in South Africa?No. Foreign entrepreneurs may invest in South Africa without restriction, although a resident will need to act as the bank signatory for your South African company.