Close Corporations, Company Registrations & Amendments

Shamu Bookkeeping Services assist with the establishment and necessary amendments for both Close Corporations and Companies.

Shamu Bookkeeping Services attends to all our clients Annual Returns as required by the Act

Shamu Bookkeeping Services will endeavour to provide this service in the shortest time frame possible.

We also will attend to any amendments that you may require, such as change of name or change of trading address to name a few.

The new Companies Act of 2008 came into operation on the 1st of May 2011 and will replace the current Companies Act of 1973.

No new close corporations will be registered from the 1st of May 2011, but new companies can be registered. For more information on New Company registrations see below
No company conversions to close corporations will be registered.
Provision has also been made for close corporations to convert to companies without any payment in terms of the New Companies Act.
Any future changes to a close corporation would still have to be made in terms of the Close Corporations Act for the following:

CC amendments (CK2/CK2A)
Letter for accounting officer resignations
Liabilities exceed assets letters
Annual returns

The following processes will still be administered in terms of the new Companies Act of 2008:

Name Reservations
Liquidations
Deregistration
Restoration – normal restorations and annual returns

New Company Registrations (changes as from 1 May 2011)

A company is incorporated by the lodging of the following main forms:

Notice of Incorporation (COR 14.1)
Memorandum of Incorporation (MOI) (COR 15.1 A-E)

Memorandum of Incorporation (MOI)

The most important document governing a company is the MOI, which is a consolidation of the current Memorandum and Articles of Association of a company. The Act imposes certain specific requirements on the content of a Memorandum of Incorporation, as necessary to protect the interests of shareholders in the company, and provides for a number of default company rules / alterable provisions, which companies may accept or alter as they wish.

Alterable provisions within the Companies Act, 2008:

A company has all the legal powers and capacity of an individual, except to the extent that

A juristic person is incapable of exercising any such powers, or having any such capacity; or
The company’s MOI provides otherwise (e.g. the MOI may state that no director may contract on behalf of the company in his/her own capacity).

Private, non-profit and incorporated companies may elect to comply with the extended accountability requirements of Chapter 3 of the Act (Sect 34(2));
Shares within the same class has the same rights, limitations and terms, unless the MOI provides otherwise (Sect 37(1));
MOI may exclude the right of first refusal of current shareholders of a private company in respect of shares issued by the company (Sect 39(3);
MOI may forbid the board to render financial assistance to parties wanting to acquire shares in the company (Sect 45(2);
MOI may provided for longer minimum notice periods for meetings;
Electronic notice and electronic participation in meetings are allowed unless MOI prohibits it (Sect 63(2);
Companies may determine a higher number of minimum directors than what the Act prescribes (Sect 66(2).

Unalterable provisions are provisions of the Act which the company may not change, such as directors’ duties and responsibilities and enhanced accountability requirements for public and state owned companies.
The Memorandum of Incorporation COR 15.1A-E (whichever is applicable) contains the following information:

Detail of Incorporators
Number of directors and alternate directors
Share capital (maximum issued)
Content of MOI

The Notice of Incorporation (COR 14.1), which must be lodged together with COR 15.1 contains the following information:

Type of company
Incorporation date
Financial year end
Registered address (main office)
Number of director(s)
Company name

Whether company name will be the registration number;
The reserved name and reservation number;

List of 6 (six) names to be checked by the Commission