AT Accounting & Taxation Solutions 
082 896 4864

Business Registration

Business registration (Upfront payment)    

This will be subject to package deals offered and will have to be adjusted to include specific content.

BRONZE PACKAGE:

Type A MOI - Manager - owned company with Income tax registration
(R1250 VAT exclusive)

Includes:

Order

SILVER PACKAGE:

Type A MOI - Manager - owned company with Income Tax, PAYE, UIF and WCA registrations.
(R2500 VAT exclusive Plus Initial WCA Fund payment minimum assessment amount)  

Includes:

Order

GOLD PACKAGE:

Type A MOI - Manager - owned company with Income Tax, PAYE, UIF, WCA & VAT registrations.
(R3500 VAT exclusive Plus Initial WCA Fund payment minimum assessment amount

Includes:

Order

PLATINUM PACKAGE:

Type B MOI – with Shareholders Agreements, Income Tax, PAYE, UIF, WCA & VAT registrations.
(R5000 VAT exclusive Plus Initial WCA Fund payment minimum assessment amount)   

Includes:

Order

Upsell available

Domain Registrations – R200
Website Design (About and Contact pages) – R3000
Logo & Letterhead Design – R750
Business Cards (Design and 500 cards) – R750
Business Profile – R1250

Company Registration

A private company is the most common and simplest form of company to be registered. It is comparable to a close corporation. Close corporations are no longer registered.

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. The word “person” includes a juristic entity. This means that a legal entity or a trust may be an incorporator of a new company. Most private companies are owner managed and tend to have a smaller number of directors.

Name Reservation

Any company may be registered with or without a company name. Reserving a name required at least three (3) proposed names in order of preference to allow CIPC to authorise one of the three (3) proposed names.

If a reserved name is not included in the initial application, the company will be registered with its enterprise number. A name may then be added at a later stage through a name amendment, however this will open a new engagement and cost extra. A name amendment requires an approved name reservation and a special resolution to effect a change to the Memorandum of Incorporation (MOI), and this will also open up additional engagements increasing the cost of the initial registration, therefore not suggested for the initial registration of your company. 

Memorandum of Incorporation (MOI)

All companies must have a Memorandum of Incorporation (MOI) which sets out the rules agreed by the shareholders for the management and maintenance of the business. Private companies may be registered with a standard (A) or a customised MOI (B). The standard MOI is provided by law and is integrated into the company registration process.

A customised 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.

Shareholders Agreement

A shareholder’s agreement is an agreement between the owners of private company that is limited by shares. The purpose of the document is to regulate various aspects of the ownership of the business, how the business is run and protects the owners on a day to day basis.

Reasons on why a shareholder’s agreement is important:
* The agreement works in conjunction with a company’s articles of association, but will give shareholders greater protection than can be provided by the articles alone, not least because companies are often set up quickly and cheaply just with standard articles that will not include much detail regarding protective provisions for shareholders or define the limits of their responsibilities.
*Ordinarily a company is subject to control in accordance with the comprehensive body of company law (contained in both statute and case law) that governs how a company should be run. However, a shareholders’ agreement can contain any arrangement agreed between the shareholders and can vary what would otherwise be the legal position without it.
*Unless agreed to the contrary in a shareholders agreement, the management of the company is determined mostly by the board of directors, while certain key decisions (particularly anything relating to ownership) are required to made by the shareholders in general meetings (or by written resolution). Therefore an agreement is important to fully determine the basis for important decision making, to restrict the power of the directors where necessary and to provide protection for the parties involved in the ownership of the company against the actions of the others, whether minority, majority or equal shareholders.
*As opposed to articles of association which is a public document made available at Companies House, the shareholders agreement will remain private and confidential and will not be open to view by others such as creditors or non-member employees.
*Having a shareholder’s agreement is a cheap way to minimise any potential for business disputes between owners by making it clear how certain decisions are made and also by providing a framework and procedures for dispute resolution.
*The existence of a shareholder’s agreement can assist in raising finance from banks or creditors and demonstrates the stability of the business to other potential partners.
*It prevents situations where changes in one shareholder’s personal circumstances can have an effect on the company or other shareholders within the company, safeguarding each shareholder’s financial interest in the company, and the interests of the shareholders’ families in the event of the death of a shareholder.
*A shareholder’s agreement protects the rights of minority shareholders and the investment value of their shareholding. Without an agreement, majority shareholders may force issues that are not in the minority shareholders’ interests. Once in place a shareholder’s agreement can only be amended with the agreement of all of the shareholders whereas the company’s articles of association can be changed by a 75% majority meaning that a shareholder’s agreement provides better protection for minority shareholders. 

Allotment of shares and Share Certificates

Shares are the units into which the ownership interest in a profit company is divided. The companies act require that a company must authorise an amount of non-par value shares the company will be able to issue to its ownership. At registration then some of these authorised shares are issued to individuals or legal entities to indicate ownership of the company. The MOI of the company allocate voting rights and certain responsibilities to shareholders and therefore it is important to specifically allocate the ownership of the company and issue each shareholder with a Share Certificate as proof of ownership.

The Incorporator of a company is not a shareholder or director of the company.

Directors

A Company must at least have one (1) director at the registration stage and a company is not allowed to be without a director at any stage. Directors are also referred to as the management of the company, and is not the owners of the company, but report to the ownership of the company. Directors are also not sharing in the profits of the company but earn a taxable salary from the company. 

Directors have many obligations and legal responsibilities, summarized as follows:

  • You are legally responsible to file the company's annual accounts and annual return on time, 
  • You must ensure your company details are up to date. 
  • Information you submit will be placed on a public register and be available for public inspection including personal information you submit as part of your appointment. 
  • Companies that deliver accounts late receive a late filing penalty. 
  • Furthermore, as we display filing dates on the public record, late filing can damage your reputation. 
  • Providing advice on legal compliance matters affecting the company. 
  • Ensuring that all parties in the company comply with the provisions of the company’s MOI, the company’s rules or the Companies Act, 2008. 
  • Ensuring that minutes of all meetings are properly recorded. 
  • Ensuring the company’s annual financial statements are compiled according to the rules set out by the companies act and that the financial statements are compiled from accurate records. 
  • Ensuring that a copy of the company’s financial statements is sent to every person who is entitled to it. 
  • Maintaining the company’s records, providing access to authorised persons to such records, and filing the company’s annual returns with the CIPC.

Accounting Officer and Auditor

It is a statutory requirement that a small/medium enterprise must appoint an Accounting Officer, whom will be a person who meets the qualification requirements as detailed in section 60 of the Close Corporations Act 69 of 1984, and as a result may issue an Accounting Officer and other reports on the financial statements, reiterated by the companies act 71, 2008.

There is a difference between a bookkeeper and an Accounting Officer, explained as follows:

Bookkeepers

  • record transactions from source documents to trial balance, 
  • keep daily company transactions,

Accountants

  • oversee all accounting activities performed by Bookkeepers, 
  • compile financial statements.

Accounting Officers and Auditors

  • inspect and check if financial statements agree with accounting records, 
  • inspect if financial statements were prepared in accordance with prescribed accounting framework, or International Financial Reporting Standard (IFRS), 
  • inspect if accounting policies used and presented to Accounting Officers are appropriate, 
  • if there could be any material misstatements, fraud and errors that could be reported,
    Accounting Officers issue non assurance reports as required by law, 
  • Auditors issue unlimited assurance reports as required by law.

The Public Interest Score of a company will annually determine whether the financial statements must be independently reviewed or audited.

Accounting Officers are appointed at the registration of the company whereas auditors may be appointed as the need arise.

Public Officer

A public officer is the representative taxpayer for a company, and therefore that person will serve as the face of the company for tax purposes. A company is required to appoint a public officer within one month after the company begins to carry on a business in South Africa.

A public officer is responsible for all the acts, matters or things that the public officer’s company must do under a tax Act, and in the case of default, the public officer is subject to penalties for the company’s default.

These duties include but are not limited to:

  • Attending to various tax registrations. 
  • Attending to all tax matters of the entity, including submission of all tax type returns 
  • The timeous payment of tax due to SARS 
  • Notify SARS of any change of registered particulars 
  • Attending to de-registrations of all tax types

BBBEE Affidavit

For a business with a turnover of less than R10 million, a B-BBEE certificate is not required. Customers can complete an Affidavit, signed by an Commissioner of Oaths, and hand it instead of the B-BBEE certificate. Once the Affidavit has been stamped by a Commissioner of Oaths, the Affidavit serves as a B-BBEE certificate as no other verification is required for Exempted Micro Enterprises. BBBEE Affidavits spesifically refer to the shareholding of the company to determine the BBBEE level of the company.

Income Tax Registration

Corporate Income Tax (CIT) is a tax imposed on companies resident in the Republic of South Africa i.e. incorporated under the laws of, or which are effectively managed in, the Republic, and which derive income from within or outside the Republic. 

Corporate Income Tax (CIT) is applicable (but not limited) to the following companies which are liable under the Income Tax Act, 1962 for the payment of tax on all income received by or accrued to them within a financial year:

  • Listed public companies 
  • Unlisted public companies 
  • Private Companies 
  • Close Corporations 
  • Co-operatives 
  • Collective Investment Schemes 
  • Small Business Corporation (s12E) 
  • Body Corporates 
  • Share Block Companies 
  • Dormant Companies 
  • Public Benefit Companies.

Every business liable to taxation, under the Income Tax Act, 1962, is required to register with SARS as a taxpayer.

Employer Tax Registration (PAYE/UIF/SDL)

To attain operational governance, Employers must adhere to the legislative requirements as provided for in paragraph 15 of the Fourth Schedule to the Income Tax Act, and in accordance with Chapter 3 of the Tax Administration Act, for Employees’ Tax registration purposes.

  • A taxpayer that is obliged to register with SARS in terms of the Act but fails to do so will be registered by SARS for one or more taxes as is appropriate under the circumstances 
  • The requirements as contained in the application form for Employer registration give operational effect to the legislative policy. 
  • Every Employer who is obliged to register for Employees’ Tax (PAYE), Skills Development Levy (SDL) and / or Unemployment Insurance Fund (UIF) purposes must apply within 21 days after becoming an Employer to the Commissioner. 
  • Further and documents may be required by SARS for registration. 
  • A taxpayer, who has applied for registration and has not provided all particulars and documents required by SARS, may be regarded as not to have applied for registration until all the and documents have been provided to SARS. 
  • The required supporting document material must accompany the prescribed application form when applying for registration, as incomplete original Employer registration application will not be processed. 
  • An Income taxpayer reference number must be included in all returns or documents submitted to SARS. Documents or returns submitted to SARS without taxpayer reference number may be regarded as invalid.

Registered taxpayers must communicate to SARS within 21 working days any change that relates to:

  • Postal address. 
  • Physical address. 
  • Representative taxpayer. 
  • Banking used for transactions with SARS. 
  • Electronic address used for communication with SARS. 
  • Such other details as the Commissioner may require as per the public notice. 
  • Bio-metric information may be requested by SARS for verification purposes and may include fingerprints; facial recognition; vocal recognition and retina. This is to ensure:
    ** Proper identification of the person; and
    ** Counteracting identification theft or fraud. 

Unemployment Insurance Fund (UIF) Registration

You are required by law to register with the Unemployment Insurance Fund (UIF) and contribute towards the fund if you have employed people for more than 24 hours per month.

The Unemployment Insurance Act and Unemployment Insurance Contributions Act apply to all employers and workers, but not to -

  • workers working less than 24 hours a month for an employer. 
  • learners. 
  • public servants. 
  • foreigners working on contract. 
  • workers who get a monthly State (old age) pension; or 
  • workers who only earn commission.

The monthly contribution for UIF is two percent of your worker's gross salary per month. You must deduct one percent of your worker's gross salary per month and you as the employer contributes one percent.

Skills Development Registration (if applicable as part of Employment Tax Registration)

SDL is a levy imposed to encourage learning and development in South Africa and is determined by an employer's salary bill.

The funds are to be used to develop and improve skills of employees.

Where an employer expects that the total salaries will be more than R500 000 over the next 12 months, that employer becomes liable to pay SDL

Employers must pay 1% of their workers’ pay to the skills development levy every month. The money goes to Sector Education and Training Authorities (SETAs) and the Skills Development Fund to pay for training

Workman’s Compensation Assurance (WCA) / Rand Mutual Assurance (RMA) / COIDA Registration and Letter of Good Standing

To cover your workers against occupational diseases, injuries and death, you must register with the Compensation Fund. 

The fund covers an employee who is:

  • permanently employed 
  • a domestic worker in a boarding house 
  • an apprentice or trainee farm worker and 
  • a worker paid by a labour agency.

Once the initial assessment is paid by yourself, separate from this agreement, we will forward the letter of good standing to you, which will be valid for 12 months.

Value Added Tax (VAT) Registration

Compulsory Registration

It is mandatory for a business to register for VAT if the total value of taxable supplies made in any consecutive twelve month period exceeded or is likely to exceed R1 million, within 21 days from date of exceeding (or reasonable expectation of exceeding) R1 million.

Voluntary Registration

A business may also choose to register voluntarily for VAT if the value of taxable supplies made or to be made is less than R1 million but has exceeded R50 000 in the past period of 12 months.

Value of taxable supplies is less than R50 000

  • Further, in terms of the new VAT Registration Regulations, a person carrying on an enterprise which has not made R50 000 in taxable supplies in the past period of 12 months, is also allowed to register for VAT. To register, the person must be able to satisfy SARS that one or more of the following circumstances applies as at date of application for registration: 
  • In the case of a person who has made taxable supplies for more than 2 months (but not exceeding 11 months), such person must prove that the average value of taxable supplies in the preceding months prior to the date of application for registration exceeded R4 200 per month; 
  • In the case of a person who has made taxable supplies for only one month preceding the date of application for registration, such person must prove that the value of the taxable supplies made for that month exceeded R4 200. 
  • In the case of a person who has not made taxable supplies, such person must have a written contract, in terms of which the person is required to make taxable supplies exceeding R50 000 in the 12 months following the date of registration; 
  • In any other case, the person has entered into a finance agreement with a bank, specified credit provider, designated entity, public authority, non SA resident or any other person who continuously or regularly provides finance, wherein finance has been provided to fund the expenditure incurred or to be incurred in furtherance of the enterprise, and the total repayments in the 12 months following the date of registration will exceed R50 000; or 
  • In any other case, the person has proof of expenditure incurred or to be incurred in connection with the furtherance of the enterprise as set out in a written agreement or proof of capital goods acquired in connection with the commencement of the enterprise and proof of payment or extended payment agreement evidencing payment has either exceeded R50 000 at the date of application for registration or that will in any consecutive period of 12 months beginning before and ending after the date of application, exceed R50 000; or will in the 12 months following the date of application for registration exceed R50 000.

Nature of Activities

  • A person may apply to register as a vendor at the time that any goods or services are acquired directly in respect of the commencement of any of the following continuous and regular activities: 
  • Agriculture, Farming, Forestry and Fisheries 
  • Mining 
  • Ship and aircraft building 
  • Manufacture or assembly of plant, machinery, motor vehicles or locomotives 
  • Property development 
  • Infrastructure development 
  • Beneficiation 

How does the VAT liability date work?

  • In terms of voluntary VAT registrations submitted via eFiling, please note that the VAT liability date will be set in accordance with your date of registration. 
  • If you have charged VAT or are under a contractual obligation to charge VAT prior to applying for registration, you must visit a SARS branch with the necessary supporting documents such as signed contracts or invoices issued to prove the backdated liability request. 
  • For VAT registrations with taxable supplies exceeding R1 million (also referred to as compulsory registrations), the VAT registration process will not allow backdating for more than six months from the date of registration. 
  • If the date entered exceeds six months, SARS will reset the date to the date of the application. Please visit a SARS branch if the backdating exceeds six months with the necessary supporting documents such as financial statements, signed contracts or invoices issued. 
  • VAT liability date backdating requests submitted at the SARS branch will only be considered for new and existing registration if the vendor can provide sufficient supporting documents proving the backdated liability. Kindly note that all other associated registration related supporting documents are still applicable. For VAT liability date backdating requests specifically, you will be expected to provide invoices, signed contracts or financial statements to motivate the backdating.  

Tax Clearance Certificate

A Tax Clearance Certificate is a document issued by the South African Revenue Service which validates your status as taxpayer and confirms that your tax affairs are in order at the date of issue.

Please be aware that the tax clearance certificates are only valid until you default on any of the tax submission or payment instances. They are NOT valid for 12 months.

Company Register

The Companies Act requires all companies to maintain their company records. A company must always have a copy of its Memorandum of Incorporation (MOI) and any amendments or alterations to it, as well as any rules that apply to the company in terms of its MOI.

The company is also required to keep a register of its shares and its company secretary and auditor, to the extent that the company is required to make such appointments.
 
In addition, the company is required to keep the following records for a period of seven (7) years:

A record of its directors, including the following detailed information about each director:

  • The full name and any former names, 
  • the identity number or date of birth, 
  • the nationality and passport, 
  • the occupation, 
  • the date of their most recent election or appointment. 
  • the name and registration number of any other company or foreign company that the director is a director of. 
  • the address for service for that director; and 
  • any professional qualifications and experience of the director 

Copies of

  • All reports presented at an annual general meeting. 
  • Annual financial statements required by the Act. 
  • Any accounting records required by the Act. 
  • Notices and minutes of all shareholder meetings, any resolutions taken at those meetings, as well as the documents made available to the shareholders in relation to those resolutions. 
  • Copies of any written communication sent by the company to shareholders; and 
  • Minutes of meetings and resolutions of directors, directors’ committees, or audit committees.

Any person who holds shares or a beneficial interest in the company is entitled to view and obtain copies of such documents. Any other person may inspect such records at a cost.

According to the Companies Act, every director has a duty to make sure the company’s registers are created and maintained, and that it be available to all shareholders during business hours (s 24, 25 & 26(3)). The Act also requires that it be updated ASAP after receiving consideration for shares (s 40(4)(b)),

If the registers are not kept, it will be reported as a reportable irregularity when the company is audited (APA Act S45 (1) (a) and S1) or reviewed (Reg. 29), and CIPC will issue the company a compliance notice telling them to get their act together and keep their records properly.

If the company doesn’t comply, they could face a fine of up to R 1 million, and since it was the directors responsibly to keep the registers, they could personally face an additional fine and/or imprisonment (s 216). The shareholders can also claim damages from them (s 20(6)).