Registering a private company with CIPC
How to register a private company in South Africa through CIPC, from name reservation to directors, beneficial ownership and the tax steps that follow.
By Achekam · · 4 min read · For Running a business businesses in South Africa
Registering a company in South Africa is mostly done online now, and the registration itself can be quick. What takes longer is everything around it: choosing the right kind of company, getting the directors right, filing the beneficial ownership information that is due almost immediately, and understanding which tax registrations follow automatically and which you must make yourself.
This guide walks through registering a private company with a standard Memorandum of Incorporation, the first filing that falls due after incorporation, the tax position from day one, and opening the company's books.
Name reservation and registration with a standard MOI
CIPC's enterprise registration page offers company name reservation and registration of a private company with a standard MOI, through its e-services and BizPortal. The CIPC enterprise registration page explains how to reserve a name and register each type of company or co-operative, and is the starting point.
A standard MOI is CIPC's template constitution. For most owner-managed companies it is enough, and choosing it keeps registration simple. A company that wants special rules, such as different classes of shares or particular restrictions on transfers, is the kind that may need a customised MOI, which CIPC handles as a separate service.
Reserve the name first. A name that is too close to an existing one may be refused, and it is better to learn that before printing letterheads.
Other company types have their own services
Not every business should be a private company. CIPC's registration page lists separate services for public companies, companies with customised MOIs, personal liability, state-owned and foreign companies. It also lists separate services to register a co-operative and a non-profit company with members, and to domesticate a foreign company. A non-profit company without members can be registered with a standard MOI through the same route as a private company.
If you are setting up a South African presence for a business registered abroad, the route is different again; see registering an external company.
At least one director
The Companies Act text published on the government's page requires a private or personal liability company to have at least one director, and a public or non-profit company at least three, unless the MOI sets a higher number. That is section 66 of the Act as originally published; later amendments are not reflected in the text.
One director is the legal minimum for a private company, but think about whether one is wise. A sole director who falls ill or travels can leave the company unable to sign anything. Many owner-managed companies appoint two from the start.
Beneficial ownership within 10 business days
The first filing comes almost at once. CIPC says newly incorporated entities must file their beneficial ownership information within 10 business days of incorporation, and all entities must file an amended declaration within 10 business days of any change.
Ten business days is easy to miss in the rush of opening a bank account and starting to trade. Prepare the beneficial ownership details while the registration is being processed, so they can be filed as soon as the company exists. Then remember the second half of the rule: every later change, such as a new shareholder, starts another 10-business-day clock.
Tax follows registration
Provisional tax from day one
SARS says any person who receives income other than remuneration is a provisional taxpayer, and that companies automatically fall into the provisional tax system without a separate registration. A new company does not apply to become a provisional taxpayer; it already is one, and needs to plan its first provisional payments with its accountant.
VAT when the threshold is reached
VAT works differently. SARS says registration is compulsory where taxable supplies in any consecutive 12-month period exceeded or are likely to exceed R2.3 million, or where a written contract shows they will, and that the application must be made within 21 business days from the date the threshold is or will be exceeded. A new company should watch its sales against that threshold from its first month, and keep any large written contract in view, since a contract alone can trigger the duty.
Employer registrations when staff are hired
Once the company employs people, employer registrations follow. Registering as an employer covers those steps.
Opening the company's books in Achekam
A new company needs books from its first transaction. In Achekam, a business can sign up as a business rather than an accounting firm, choose its country, and get its own workspace, its own books and its own web address on the Achekam domain. The person who signs up becomes the administrator.
Each business has its own double-entry ledger, with a standard chart of accounts created when the books first open. Accounts can be added, renamed or switched off, so the chart can grow with the company without starting again. Record the share capital and the first funding from the owners at the start, so the opening position is clear from day one.
From registration to trading
- Reserve the company name.
- Register with a standard MOI, or choose a customised one if you need special rules.
- Appoint at least one director, ideally two.
- File beneficial ownership information within 10 business days of incorporation.
- Plan provisional tax payments with your accountant.
- Track sales against the VAT threshold.
- Open the company's books before the first sale.
Registration creates the company; the filings and the books are what keep it in good standing. Diary the 10-business-day beneficial ownership date on the day you apply.
General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.
