10 Documents required for a company registration in South Africa

If you are thinking about a company registration in South Africa then your have most probably asked yourself; What documents are required for the incorporation of a company?

The following list describes the different documents that will have to be prepared and filed with the Commission to incorporate a new company:

It is important to note that the Commission issues notices, and practice notes periodically, which must be complied with.

1. Notice of Incorporation (Form CoR 14.1)

A form CoR 14.1, Notice of Incorporation, is to be signed by one or more of the incorporators or the person authorised to sign on their behalf.

The Notice of Incorporation also deals with the issue of the company name.

Name Options

Three options are available:

1. The use of the company’s registration number as a name, which will be allocated by the Commission.
2. The use of a reserved or registered name, identified using the reference number provided by the Commission.
3. The use of proposed names listed in Annexure B to form CoR 14.1.

2. Company Registration Forms

2.1 Form CoR 14.1 – Annexure A

• Recordal of the initial directors of the company.
• Must be filed with CoR 14.1.
• A certified copy of each director’s ID or passport must be filed (see Practice Note 5 of 2011).
• Written consent to act as director must be obtained and kept in company records.

2.2 Form CoR 14.1 – Annexure B

• Recordal of proposed names if no name has been reserved.
• Must be completed like form CoR 9.1.
• Must be filed even if blank.

2.3 Form CoR 14.1 – Annexure C

• Notice of RF provisions relating to the memorandum.
• Must be filed even if blank.

2.4 Form CoR 14.1 – Annexure D

• Recordal of the company’s initial appointments:
  • Auditor
  • Company secretary
  • Audit committee members
• Required only if the company must have audited annual financial statements.
• Must be filed even if blank when not required.

3. Memorandum of Incorporation (MOI)

The memorandum must be signed by the incorporators or authorised representative.
It may be a custom version or one of the prescribed MOI forms:

Types of MOI Forms

• CoR 15.1A – Short standard form for private companies; no alterations allowed.
• CoR 15.1B – Long form for private companies with alterable provisions.
• CoR 15.1C & CoR 15.1D – For non-profit companies without members (short and long versions).
• CoR 15.1E – For non-profit companies with members (long version).

4. Registered Office (Form CoR 21.1)

• Records the registered office of the company.
• Must be filed with CoR 14.1.
• Appears structured as a change notice, but still required for incorporation.
• Name/registration number left blank if no reserved name exists.
• For required dates, insert “date of incorporation.”

5. Directors (Form CoR 39)

• Sets out details of company directors.
• Required to be filed with CoR 14.1.
• Name/registration number left blank if needed.
• For date of appointment: insert “date of incorporation.”
• For nature of change: insert “No change – first director.”

6. Auditor, Company Secretary, Audit Committee (Form CoR 44)

• Details one or more of:
  • Auditor
  • Company secretary
  • Audit committee members
• Required even though structured as a change form.
• Only compulsory if the company is required to appoint these officers.
• For appointment/resignation date: use “Date of incorporation.”
• “Resignation” should be crossed out where applicable.

7. Power of Attorney

A power of attorney must be signed by the incorporators authorising the person who will complete, sign, and file the documents.
A certified copy of that person’s ID must accompany it.

8. Filing and Registration Process

When all documents are prepared, they may be filed with the Commission by an authorised person.

Commission Requirements

• The Commission may reject documents if incomplete or incorrectly completed.
• Once accepted, the Commission must register the company—no discretion involved.

Upon Registration

The Commission will:

1. Assign a unique registration number.
2. Record the company details in the companies register.
3. Issue a registration certificate (CoR 14.3).

9. Legal Status of the Incorporated Company

• The registration certificate is conclusive evidence of compliance.
• From the date/time of incorporation, the company is a juristic person.
• It has all legal powers of an individual, except where restricted by law or its MOI.
• The company is constituted according to:
  • Unalterable provisions of the Act
  • Alterable provisions as modified by the MOI
  • Any additional MOI provisions

Company Registration Disclaimer

i. The content of this article is intended to provide a general guide to the subject matter relating to company registration.

Specialist advice should be sought about your specific circumstances.

ii. Compiled by Jaques Bloem, with the assistance of LEXISNEXIS FORMS AND PRECEDENTS – 26 February 2019.