NEW COMPANY REGISTRATION ONLINE GUIDE

Transcription

1 NEW COMPANY REGISTRATION ONLINE GUIDE Note: Currently, electronic filing of company documents can only be done to register a private company, short form (by populating the required fields). The system will then populate the required company documents with the information that you provided. To be able to file an application, follow the following steps: Step 1: Log onto the CIPC website at

2 Step 2: Register as Customer If not an existing customer, click on Customer Registration to register and complete the required fields and submit. Step 3: Deposits/Banking Details A customer does not have to deposit funds before submitting the request to file a private company online, since billing will only occur once the documents are bar-coded at the CIPC offices. However, the customer must ensure that once submitted there are enough funds in the account for CIPC to process the transaction. CIPC Banking Details Bank Account Type Account Name ABSA Deposit Account CIPC Account Number Branch Name Payment Reference Number Van der Walt Street USERNAME/CUSTOMER CODE DATE (DDMMYYYY) AND 01 (If the Reference Number is less than six characters long then use trailing zeros. (USERNAME/CUSTOMER CODE00DATE(DDMMCCYY01) e.g. MAKG New Company Registration Online Guide Page 2 of 25

3 The reference number on the deposit slip will assist CIPC to allocate the deposit accurately and on time to your virtual account. Allow 2 to 3 working days (depending on your deposit type) for your funds to be cleared in your virtual account at CIPC. If not allocated within three days, fax proof of payment to Mark for attention - Revenue Department and remember to include your customer code as a reference. For finance related enquiries only, send an to revenue@cipc.co.za. Fees The basic filing fee is R175 if the company s MOI is filed in the form CoR15.1 A. Payment of a filing fee subject to a credit for name reservation: For any amount previously paid to reserve the company s name; or (e.g. R175 R75 = R if name reservation was done manually OR R175 R50 = R125 if name reservation was done electronically) Of an amount equal to the fee for name reservation, if the company elects to be known by its registration number alone (e.g. R175 R75 = R100) Form Purpose Fees & Conditions CoR 14.1 Notice of Incorporation (Must have Memorandum of Incorporation attached) Payment of a filing fee, subject to a credit- For any amount previously paid to reserve the company s name; or Of an amount equal to the fee for name reservation, if the company elects to be known by its registration number alone. Fees: CoR A, B & C = R175 (subject to allowed reduction) CoR 15.1 D & E = R475 (subject to allowed reduction) CoR 15.1 Standard Form of Memorandum of Incorporation (May be in any form A, B, C, D or E) CoR A, B & C = R175 (subject to allowed reduction) CoR 15.1 D & E = R475 (subject to allowed reduction) New Company Registration Online Guide Page 3 of 25

4 You may confirm whether your deposit is reflecting by logging on to the CIPC website, Additional Services, Customer Log In (using your customer code and password), Customers, Customer Transactions, Selecting the date period, and Show Statement. Step 4: Login as Customer If already registered as a Customer, click on Customer Login. Type in Customer Code and Password selected at Customer Registration. Click on Login. It is important that the customer code used for name registration must be the same as the customer code under which the name reservation (CoR 9.4) was approved (if applicable). New Company Registration Online Guide Page 4 of 25

5 Step 5: Select New Companies Option under Companies on the left menu, or click on Companies/New Companies on the top menu. Step 6: Add Company Details Click on Add Company Detail New Company Registration Online Guide Page 5 of 25

6 Complete the required fields for Company Details. (See Explanatory Notes at the end of document). Populate the required fields by completing the empty text boxes. Mandatory fields are indicated with a *. Once all fields are completed, click on OK. The Company Details will be reflected as below. If you want to change any of the detail, click on Edit Company Details. The rest of the top menu buttons for New Company will become active once you have clicked on OK, depending on which tick boxes have been ticked regarding Company Appointments (e.g. Director Details, Auditor Details, and Company Secretary Details). New Company Registration Online Guide Page 6 of 25

7 Step 7: Add Incorporator Details Click on the Incorporators menu button to complete the Incorporator s detail. Incorporators can either be Natural Incorporators, or Juristic Incorporators. Select Natural Incorporators if the Incorporator is a natural person and Juristic Incorporators if the incorporator is another company, close corporation, trust or body corporate. To add the Incorporator s details, click on Add Incorporator Details. New Company Registration Online Guide Page 7 of 25

8 The option to add the Incorporator s detail for a natural person is the default value. If the Incorporator is a Natural person, complete the required fields (Name, Surname, SA Resident or not, Nationality, Identity Type, ID Number, Cell phone number (i.e ), Address, Postal Address and Physical Address. If the Incorporator is also a Director, click on Yes to Copy the detail to the Director List. If you click Copy to Director List, the following is also required: Occupation and Director Appointment Date. If the person is a South African citizen (issued with a green barcoded ID book) the nationality must be selected as South African and only the option for ID number will be available. If any other nationality is selected, the passport option will be available and the date of birth will be required. Click on OK once all the required fields are completed. The following screen will display. details again. If you need to add more Incorporators, click on Add Incorporator(s) New Company Registration Online Guide Page 8 of 25

9 If the Incorporator is a Juristic person, click on the Juristic person button on the top of the page, complete the required fields (Enterprise Name, Enterprise Number, Cell phone number, Address and Postal Address and click on OK. New Company Registration Online Guide Page 9 of 25

10 Step 8: Add Initial Director(s) Details Click on Directors on the New Company Screen, and then on Add Initial Director(s) details. The Director Type s default is Director. Complete the required fields (Director Type, Name, Surname, Identification Type, ID Number, Occupation, SA Resident check box, Physical Address, Postal Address, Postal Address, Cell phone number, Address, Nationality, and Director Appointment Date) and click on OK. New Company Registration Online Guide Page 10 of 25

11 If you want to add another Director, or Alternate Director, click again on Add Initial Director(s) Details. Complete the next Director s details, Alternate director s details by clicking Alternate director at the Directory Type button, to provide the details of the Alternate Director. An alternate director is: A person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company. An alternate director can be 0. The number of initial directors detail must correspond to the number of initial directors stated at the Company Details option. Step 9: Add Auditor Details Appointment of auditor(s) details may be filed if the company elected or is required in terms of Companies Regulation 28 to appoint an auditor. If not submitted at incorporation, a form CoR44 must be lodged within 40 business days after date of incorporation. To add the Auditor Details, Click on Auditor, and Add Auditor Details. New Company Registration Online Guide Page 11 of 25

12 The Auditor Type s default is Natural Person. Complete the required fields (Name, Surname, Practice Number, Cell phone number, Address, SA Resident check box, Postal Address, and Nationality) and click on OK if the auditor is a natural person. If Auditor Type is a juristic person, click on the Juristic person radio button. New Company Registration Online Guide Page 12 of 25

13 The Auditor s details are displayed as per screen below. If you want to edit the auditor details, click on Edit in the table, or delete if you want to delete the Auditor. If you want to add another auditor, click on Add Auditors Details. If you clicked on Juristic person as Auditor, complete the required fields (Name, Surname Practice Number, Cell phone number, Address, SA Resident tick box, Postal Address, Nationality. Complete the details regarding the Designated Auditor, who will be responsible for auditing the company s details (Practice Number, Name, Surname, Cell phone Number, Address, SA Resident tick box and Postal Address), and click on OK. New Company Registration Online Guide Page 13 of 25

14 It is important to note that CIPC is validating the auditor and designated auditor information with detail provided by IRBA before the application will be submitted. Therefore, if an error..<> appears the validation failed and the auditor or designated auditor must ensure that his/her/its information is up to date with IRBA. It is not necessary to file the detail of the accounting officer and/or independent reviewer in the absence of the appointment of an auditor. Step 10: Add Company Secretary Details Click on Company Secretary on the top menu to add the details of the company secretary. Click on Add Company Secretary to provide the details of the Company Secretary Appointments. New Company Registration Online Guide Page 14 of 25

15 The Natural Company Secretary is the default Company Secretary Type. Complete the required fields (Company Secretary Type, Name, Surname, ID Number, Cell phone Number, Address, Postal Address), and click on OK. If the company secretary is a juristic person, click on Juristic Company Secretary as the Company Secretary Type. Complete the required fields (Company Secretary Type (i.e. Personal Liability Company, Sole New Company Registration Online Guide Page 15 of 25

16 Proprietor/Partnership) Enterprise Name, Enterprise Number, Cell phone number, Address, Postal Address). When all required fields are completed, click on OK. The company secretary s detail is displayed as per screen below. If you want to edit the details of the company secretary, click on Edit in the table or on Delete if you want to delete the Company Secretary. If you want to add another company secretary, click on Add Company Secretary. New Company Registration Online Guide Page 16 of 25

17 Once the Company Details, Incorporators, Directors, Auditors and Company Secretary details have been completed, click on the Confirm menu button to Confirm the Captured Details. Click on Confirm Captured Information. New Company Registration Online Guide Page 17 of 25

18 Verify the details of the New Company. If you need to add or edit any details, click on the relevant menu button (e.g. Company Details, Incorporators) to change the information. Once all has been verified, Click on Submit. Once you have clicked on the Submit button, the screen General Notice regarding filing of Application is displayed. Write down the Tracking Number, for future reference. Click on Click here to move to the screen where the company incorporation documents can be printed. New Company Registration Online Guide Page 18 of 25

19 A list of all relevant tracking numbers for the relevant customer code will be displayed. Click on the required tracking number, or type it into the search box. New Company Registration Online Guide Page 19 of 25

20 Click on all the relevant CoR forms to print the required pre-populated forms. New Company Registration Online Guide Page 20 of 25

21 You will have the option to Open or Save the PDF document with all the details that you Completed (CoR14.1 Notice of Incorporation CoR 14.1 Annexure A Initial Directors, CoR 14.1 Annexure D company appointments (i.e. auditors and company secretary) and CoR 15.1A private company short form) Save the document, and click on Open in order to print the document. Print the documents in duplicate, and sign it. The CoR14.1 must be signed by one person (a Power of Attorney needs to be attached, if it is not signed by the Incorporator(s) or Director(s)). The CoR15.1 must be signed by all Incorporators or Representatives (attach a Power of Attorney for representatives). Hand deliver or post the signed documents to CIPC. New Company Registration Online Guide Page 21 of 25

22 Explanatory Notes: COMPANY DETAILS Pre-populated fields (faded fields) cannot be edited currently only a private company can be registered online. The incorporation of the company is to take effect on: Click to indicate that the incorporation should take effect on o o Either the date of issue of the registration certificate; or A date specified within the Notice of Incorporation, as long as the effective date is a date later than the filing date. Complete the financial year end of the company o o It can be either a month OR A specific day of the month Indicate the Postal Address and Physical address of the company (Both the registered physical and postal addresses must be provided. The postal address is used for registered mail and normal mail and the physical address is used for the service of legal proceedings and notices.) Minimum Directors o In the instance where the minimum number of directors is indicated as more than 1 on the Memorandum of Incorporation, and the number of natural incorporators are below such number, the CoR14.1 Annexure A Initial Directors of a Company (advisable) may be filed with incorporation OR a CoR39 must be filed within 40 business days after incorporation. The minimum directors for registering a private company are one. o The number of initial directors must be provided and the number of initial directors must correspond with the number of directors provided on CoR14.1Annexure A the menu button where Directors Details are completed. CoR14.1Annexure A is not mandatory but if the number and detail of initial directors are not the same as the incorporators then a CoR39 must be filed within 40 business days of incorporation. New Company Registration Online Guide Page 22 of 25

23 o A minor may not be a director of a company. o Number of directors stated on CoR15.1A. This is the minimum number of directors the company elect to have that may not be less than the minimum requirements as per the Companies Act, If minimum number indicated is more than what the Companies Act, 2008 requires then that company must have that minimum number of directors appointed at any given time until MoI is amended to indicate a new minimum number on CoR15.2. o CoR14.1AnnexureA (Menu button DIRECTORS) may be lodged: If the initial directors are not the incorporators If some of the incorporators are juristic persons and the number of natural juristic persons does not correspond to the indication of the number of initial directors (note 5). Incorporators are regarded as the first directors but directors may only be natural persons. Directors must provide either his/her address and/or cell phone number. Refer to practice note 5 of Number of shares at Incorporation - Only the total number of authorised shares regardless of category or type must be indicated. Company name indicate if the company s registration number will be the name, or if the name currently reserved will be the name. Type the tracking number as well. ADD INCORPORATOR Add Incorporator Incorporator, when used (a) with respect to a company incorporated in terms of this Act, means a person who incorporated that company, as contemplated in section 13; or (b) with respect to a pre-existing company, means a person who took the relevant actions comparable to those contemplated in section 13 to bring about the incorporation of that company; One or more persons may incorporate a profit company. New Company Registration Online Guide Page 23 of 25

24 Incorporators detail: Incorporators may either be natural or juristic persons. In the instance where the incorporators are juristic, the CoR14.1 Annexure A may be filed at incorporation (advisable) Click on Add Incorporators, and select the Juristic Person button to indicate that the Incorporator is a juristic person, or a CoR39 must be filed within 40 business days after incorporation. The incorporators detail must be provided and must be the same as on the relevant CoR15.1. Incorporators are regarded as the first directors of the company and will be disclosed as the directors in the absence of a CoR14.1 Annexure A (clicking Directors on the top menu) being filed. To copy the Incorporator to the Director s list, click on Add to Directors List when completing the Add Incorporator screen. A minor may be an incorporator but not a director. CoR14.1Annexure A must be filed. Therefore, if a minor is an incorporator, the At the address field, the postal address of the incorporator and his/her/its address or cell phone number must be provided. COMPANY AUDITORS AND COMPANY SECRETARY Company Auditors & Company Secretary o o CoR14.1 Annexure D (Menu Button Company Auditors and Company Secretary on top menu) for the appointment of auditor and/or company secretary may be filed if the company elected to appoint an auditor or company secretary. If not submitted at incorporation, CoR44 must be lodged within 40 business days after date of incorporation. Auditor: Auditor may not be director of the company May be juristic or natural If juristic, the name, surname and practice number of designated auditor must be provided New Company Registration Online Guide Page 24 of 25

25 Designated auditor / natural auditor may not be appointed for more than 5 consecutive financial years Filing of proof of consent is not required Must indicate practice number and not registration number/identity number Must provide postal address and cell phone or address Company Secretary: Must be resident in South Africa for the duration of his/her appointment May be juristic or natural Must indicate registration number / identity number Must provide postal address and cell phone or address Committee members: Not applicable Office to which person is appointed is not the address/location of person, but the capacity e.g. company secretary, auditor or audit committee. o Signature on documents: May either be the signature of the customer, incorporator, initial director or authorised representative. If the signature is that of the customer, juristic incorporator or authorised representative, a power of attorney needs to be attached. Ring Fencing conditions applicable - this field is faded, as you cannot have ring fencing conditions with a CoR15.1A (Short Standard Form for Private Company) New Company Registration Online Guide Page 25 of 25