Corporate Governance and Company Legal Services

CORP LAW

1.Company Secretarial Division
The Companies Act 2008, is simpler, however interpreting the articles and sections could be cumbersome. Gone are the old CM forms, and new CoR forms have been introduced, from registration phase to conversion phase.
To benefit from the advantages of the New Companies Act, all old Pty(Ltd)’s should be upgraded and be brought in line with the 2008 Act!
Introducing our corporate specialist:
D J Norman Consulting Services (Pty.)Limited was formed and registered as a private company with the Companies and Intellectual Property Commission (CIPC) on 7 March 2012. The company is an associate member of the SGAFC Group. The web address of this group can be found at www.sgafc.co.za.
The Director, Donald J Norman FCIS FCIBM, is a qualified Chartered Secretary who has worked as Company Secretary for a number of companies over a number of years, in particular in the banking industry.
The company’s main focus is to provide company secretarial services, at affordable rates, to mainly small and medium-sized enterprises to ensure compliance with The Companies Act 2008, Act No. 71 of 2008 that came into effect on 1 May 2011, as well as the Close Corporations Act, Act No.69 of 1984.
These services include, amongst others, the following:
• Name reservations;
• Registration of various forms of companies;
• Submission of annual returns;
• Appointment of officers of companies and close corporations (such as directors, auditors);
• Drafting of agendas, resolutions and minutes of company meetings;
• Issue of shares;
• Amendments to a company’s Memorandum of Incorporation;
• Amendments to founding statements of close corporations;
• Conversion of close corporations to private companies;
• Restoration and/ or reinstatement of deregistered companies and close corporations;
• Provision of advice on corporate governance practices and drafting of governance charters in terms of best practice;
• Provision of limited accounting services.
Contact: Cell 0836790683

2.New Companies ACT 2008

Types of different Companies, Companies Act 2008
Two types of companies may be incorporated under the Act, namely non-profit companies and profit companies.

Profit companies may be incorporated under the following types:

  • Private Companies
  • Public Companies
  • Personal Liability Companies
  • State Owned Companies

Non-profit Companies (NPC)

  • A company incorporated for public benefit or other object relating to one or more cultural or social activities, or communal or group interests; and
  • The income and property of which are not distributable to its incorporators, members, directors, officers or persons related to any of them.

Private Companies (Pty) Ltd

Private companies under the new Act are prohibited to offer securities to the public and the transferability of their shares are also restricted. Private companies however, are no longer limited to 50 members as was the case under the current Companies Act.

Public Companies (Ltd)

The definition of a public company is largely unchanged. The only difference is that a public company under the new Act only requires one member for incorporation compared to the 7 members under the old companies Act.

Personal Liability Companies (Inc)

The directors and past directors (where applicable) of such companies are jointly and severally liable together with the company for any debts and liabilities arising during their periods of office.

State-Owned Companies (SOC Ltd)

A State owned company is either a company defined as a “state-owned enterprise” in the Public Finance Management Act 1 of 1999 or a company owned by a municipality. The majority of the provisions of a public company will apply to state-owned companies as well.

Foreign and External Companies

A foreign company is a company incorporated outside of South Africa , irrespective of whether it is a profit or non-profit company or carrying on business in South Africa or not. A foreign company is prohibited from offering securities to the South African public unless it follows the specific provisions of the companies Act, relating to offers to the public.

A foreign company is required to register as en “external company” with the CIPC if it conducts or intends to conduct business in South Africa. Sect 23 lists a series of activities which will be regarded as conducting business. This list is much broader than the provision in the 1973 Companies Act relating to a “place of business” in South Africa

Reasonable Rates
Free tax returns, for directors and principals of client firms.

Before you go….did you know we can perform a full diagnosis of your company…tax and company compliance, for FREE!

Email us at: info@sgafc.co.za

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Acountants, Corporate Law & Tax