10 steps of company incorporation in South Africa
South Africa is among the top African countries when it comes to company incorporation. Most of the incorporation procedure is straightforward and can be completed online by our resident company secretary. Below is a brief run-through of the standard steps:
- 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;
- Corporate structure: Our Client confirms the corporate structure including shareholders and directors. Our compliance team then prepares the Power of Attorney (POA) and the residence statement documents for our Client’s signature and courier return;
- Company name reservation: We perform a company name search with the Companies and Intellectual Property Commission (CIPC) and, if available, we submit Form COR 9.1 to reserve the same on our Client’s behalf.
- Company incorporation: After the company name is reserved, our South African company secretary prepares and file Memorandum of Association together with the legal forms declaring the financial year end and the with the CIPC;
- Company incorporation approval: On approval, the CIPC emails a proof of incorporation, known as a CoR14.3;
- Online corporate documents retrieval: We then retrieve the disclosure certificate, allotment of shares, registers of directors, shareholder and company secretary from the CIPC website.
- Corporate bank account opening: we assist our client open a corporate bank with top tier international banks such as HSBC, Standard Chartered and Citibank or local banks such as First National Bank and Standard Bank. Where possible, our banking team will negotiate with the bank to prevent our Client having to travel to complete this process. Immediately after the bank account opening, our Client is required to deposit the proposed share capital;
- Registration for tax and VAT: we register our Client’s company with the South African Revenue Service (SARS) for Income Tax, Employees Tax (PAYE), Value-Added Tax (VAT) and other withholding taxes;
- Employer registration: Simultaneously with the above process, we will 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, we email our Client the electronic copies of the corporate documents. Upon our Client’s request and at additional cost, we will courier these corporate documents hand certified by the CIPC and 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.