Private Company Registration

Lorette Terry
 September 15, 2017
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General


What you need to know...

 

Some characteristics of a Private Company:

  • The name of the company will end with “Pty (Ltd) or “Proprietary Limited”
  • The registration number will end with ‘07’
  • Only 1 director is required to register a Pty Company.
  • Each incorporator will become the first director of the new private company.
  • You will be kept up to date via email and SMS during the registration process.
  • Registration documents are lodged with the Companies and Intellectual Properties Commission using the short standard form for private companies.
  • The incorporation documents will be available to download as soon as the company is registered and a registration number issued. We shall forward same to you for signature.
  • Shareholder certificates should issued as soon as the company is registered to determine the ownership of the company.
  • Shareholding of the company is not registered with CIPC – only the amount of authorised shares.

A private company is the most common and simplest form of company to be registered. It is comparable to a close corporation.
 
Private Companies may not offer shares to the public and restrictions are also placed on the transferability of their shares. Private companies must have at least one director and one incorporator. The director and incorporator may be the same person.
 
All companies must have a Memorandum of Incorporation (MOI) which sets out the provisions or rules for the management and maintenance of the business.
Private companies may be registered with a standard or a unique MOI. The standard MOI, also known as the CoR15.1A, is provided by law and is the format provided by CIPC for all online company registrations.  
 
A unique or non-standard MOI allows shareholders to impose certain conditions or waive certain requirements, such as an audit requirement. Such MOIs must be attached to the applications and may require the assistance of a legally qualified person or someone with company secretarial knowledge. At present, private companies with unique MOIs can only be registered manually.
 
Shares and shareholding:
It is very important for each company to have a company register in terms of the Companies Act and valid share certificates.  CIPC has no record of the shareholding of a company.  It is therefore highly recommended that the directors and shareholders of the company ensures proper records keeping in the form of originally signed share certificates, a share register and minutes of meetings as proof of shareholding. The share certificate/s must be signed by the company director(s) and/or authorised person/s.  If there is ever a legal dispute, the share certificate will be the prove of ownership in a Company.  We will require the original Share Certificates for the change of shareholding.

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