Do you feel lost or unsure about company secretarial or audit requirements?... Don't stress!!! ACMS has an extensive list of FAQ's to provide guidance and ultimately help you make your decisions with ease of mind.
1. In terms of the new Companies Act, 71 of 2008 what Companies can be registered?
Private Company (Pty) Ltd
Personal Liability Company (Inc)
Public Company (Ltd)
State-owned Company (SOC)
2. What is a Private Company
A private company is a profit company that:
is prohibited from offering any of its securities to the public, and
restricts the transferability of its securities
may have more than 50 members
has less discosure and transparency requirements
The name of a private company must end in "Proprietary Limited" and the abreviated version is "(Pty) Ltd"
A private company must have at least 1 director or as stated in the Memorandum of Incorporation
3. What is a Personal Liability Company?
A personal liability company is:
A private company as defined above, and
Its directors and past directors are jointly and severally liable, together with the company for any debts and liabilities of the company that arose during their respective periods in office.
The name of the company must end in "Incorporated" and the abreviated version is "Inc".
4. What is a Public Company?
A public company:
May be incorporated by one incorporator,
The the company must have a minimum of three directors.
The company is allowed to offer their shares to the public but restricts, limits or negates their right of pre-emption.
The name of the company must end in "Limited" and the abreviated version is "Ltd"
5. What is a State-Owned Company?
A state-owned company:
Falls within the meaning of "state-owned enterprise" in terms of the Public Finance Management Act, 1999; or
is owned by a municipality, as contemplated in the Local Government: Municipal Systems Act, 2000.
May be incorporated by one incorporator.
The company must have a minimum of three directors.
The name of the company must end in "State-Owned Company" or the abreviated version "SOC".
6. What is an External Company?
An external company:
is a foreign company that is carrying on business, or non-profit activities in South Africa.
An external company must register with CIPC within 20 business days after it begins to conduct business or non-profit activities in South Africa.
Conducts and of the business activities as listed in Section 23 (2) of the Companies Act, 71 of 2008.
7. What is a Non-Profit Company?
A non-profit company:
Is incorporated for a public benefit, or an 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 the incorporators, members, directors, officers or persons related to any of the above, except as described in Schedule 1 of the Companies Act, 71 of 2008.
Three people are needed to incorporate a non-profit company.
The company must have at least three directors.
The name of the company mus end in "Non-Profit Compay" or the abreviated version "NPC".
8. How long does it take to register a company?
We first Reserve the Name of the company and this can take between 1 - 7 days, depending on the availability of your name and workload at CIPC.
After we have received all the necessary documentation for the registration, it normally takes between 2 - 5 days (Depending on CIPC workload) to obtain a Company Certificate.
9. Can a foreigner register a company in South Africa?
Yes, a valid passport or South African ID will need to be provided and have a residential address in South Africa.
Please print and complete the Power of Attorney document attached in the registration form. ACMS needs the ORIGINAL DOCUMENT as permission to sign all registration documents on your behalf. Please post the form to the following address P O Box 1190, Cramerview, 2060, or courier the document to speed up the registration process to 51 A Elgin Road Vandia Grove, Randburg, 2194.
An accounting officer is a member of one of the following Accounting and Auditing Professions?
Accountants and Auditors Registered in terms of the provision of the public Accountants' and Auditors' Act, 2005 (CA (SA) Registered Auditor).
The South African Institute of Chartered Accountants (SAICA)
The Chartered Institute of Management Accountants (CIMA)
The Southern African Institute of Chartered Secretaries and Administrators (ICSA)
The South African Institute of Professional Accountants (SAIPA)
The South African Institute of Business Accountants (SAIBA)
The Association of Chartered Certified Accountants (ACCA)
The South African Institute of Commercial and Financial Accountants (CFA)
The South African Institute of Administration and Commerce (IAC)
The Chartered Institute of Business Management (MCIBM)
The South African Institute of Government Auditors (SAIGA)
I don't have an accounting officer or Auditor, what do I do?
ACMS is a member of CIMA, SAICA, ICSA and Leonette Bethell is a CA (SA) and Registered Auditor. We will send you the necessary documents to be completed and we will submit the documents at no extra cost if you appoint one of our accounting officer's or Registered Auditor.
13. Can I register a CC?
No, as from 1 May 2011 you may no longer register CC’s according to the new Companies Act, 71 of 2008.
14. What companies have to have audits?
The new Companies Act allows for Private, Non-Profit and Incorporated Companies to not have to have an audit performed, unless required by the Public Interest Score (PIS) calculation over 350 points. Public Companies and State-Owned Companies have to have audits. The PIS is calculated as follows:
The average number of employees of the company during the financial year. (One point per each average person, i.e. if 5 average employees over the year then 5 points)
The total third party liability of the company, at the financial year end (the full amount). (One point for every million of third party debt for e.g.: if R5,555,598 third party debt = 6 points)
Total turnover during the financial year (full amount) (One point for every million e.g.: R57,777,889 turnover = 58 points)
Total number of individuals with a direct or indirect beneficial interest in the company e.g.: shareholders. (One point per person, i.e.: 5 shareholders then 5 points).
Is the company required in terms of its Memorandum of Incorporation to be audited? (If yes then audit is required, if no depends on the total number of points calculated above).
Did the company hold assets in a fiduciary capacity greater than R5million for an unrelated party at any stage during the year? (If YES then audit is required, if NO depends on the total number of points calculated above).
Are any of the shareholders of the company not directors of the company (not owner managed)? (If YES then independent review is required, if NO depends on the total number of points calculated above).
15. How do I know if my Memorandum Of Incorporation (MOI) states that I need an audit?
In the old Companies Act, 61 of 1973 all companies were required to appoint an auditor as per Section 270 in Chapter 10. Therefore if your old Memorandum and Articles of Association state that you elected table A or Table B of the Act you would still be required to have an annual audit of financial statements.
16. How do I know if I need to harmonise my old Memorandum and Articles of Association to the Memorandum of Incorporation of the new Companies Act, 71 of 2008?
If you have the following agreements or provisions in place, it is advised to harmonise your old Memorandum and Articles of Association to the new MOI:
Loan agreement, i.e. bank, shareholder, personal, inter group.
Director contracts and agreements
Any other important agreement that your company has in place.
To have or not have an audit.
Any shares that have specific rights and limitations that need to be incorporated into the new MOI.
Limitation to an electronic communication meeting.
Change in the minimum or maximum notice periods for meetings.
17. How do I amend my old Memorandum and Articles of Association to the new Companies Act, 71 of 2008?
ACMS prepares a quote from the information obtained from the client.
On the approval of the quote the following will take place:
Original copies of the MOI and any shareholder agreements/other agreements are scanned and emailed to ACMS.
ACMS prepares all documents and amended MOI and emails the documents to the client.
A meeting either in person or telephonically will take place to discuss the documents and the provisions chosen during the amendment.
Any amendments that need to take place will be performed and sent back to client to approve.
When the client is happy with the amended MOI, client must sign all documents as sent earlier.
The client will either courier or post the signed documents to ACMS at 51 A Elgin Road Vandia Grove, Randburg, 2194 or P O Box 1190, Cramerview, 2060 respectively.
ACMS will ensure that all the necessary documents have been received and appropriately signed.
ACMS will certify all documents that need to be certified, ie: ID's and resolutions.
ACMS will submit the documents to CIPC and follow up with CIPC.
ACMS will email a bi-monthly update to our clients showing the progress with CIPC.
ACMS will collect processed documents from the CIPC and deliver the final product to the client.
18. What are the requirements for VAT registration and voluntary VAT registration?
VAT Registration is required when a company’s turnover exceeds R1,000,000 per annum, voluntary VAT registration can be done if the enterprise earns less than R1,000,000 but more than R50,000 per annum.
The VAT application can only be done after the company has been registered.
The company must have a bank account. SARS look at the last three months worth of bank statements.
19. Can ACMS register VAT for my company?
Yes, John Bethell is a registered tax practitioner for ACMS under practice number PR-230D4F9. If you would like us to register the VAT on behalf of your company, please email us at firstname.lastname@example.org and we will send you all the required forms.
20. How long does it take to register VAT?
The registration process normally takes 21 working days after SARS are happy with the documentation being submitted.
21. When registering for VAT do SARS look at the Directors/Shareholders personal income tax status?
Yes, this is true, all personal affairs of the Directors and Shareholders need to be in order before registration otherwise SARS will not process the VAT registration. If you need help with any tax issues, please email email@example.com and one of our consultants will get back to you with your query shortly.
22. Why use ACMS for all your services?
ACMS is a one stop shop that offers everything you need from company secretarial, accounting, bookkeeping, costing, management accounting, tax to your yearly audit of financial statements. Our consultants are experienced and qualified friendly staff. We have an open door policy with all of our clients where you can phone or email us at any time to discuss any issues you may have no matter how big or small.
23. What are the current turn around times for CIPC?
CIPC has released a turn around time for important changes such as the amendment of the new MoI and change of directors. Read here for the turn around times. Read More
24. Why did the turkey cross the road?
To prove that he is not a chicken....
If in any way we have not answered your question, please do not hesitate to contact us with your queries.