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Start-up Guide

The Basics Of Registering A New Company

A guide to registering your company with CIPC.

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Since 1 May 2011, the Companies and Intellectual Property Registration Office (CIPRO) ceased to exist and was replaced by the Companies and Intellectual Property Commission (CIPC). The New Companies Act came into being at the same time, changing the way business owners register a company.

The Act stipulates that no new close corporations (CC) can be registered, but those registered prior to 1 May can continue to operate as CCs.

Registering your company

The Companies Act provides for two categories of companies, namely non-profit and profit companies. Each of the different business entities under these categories has specific requirements in terms of the documentation that is required for company registration.

Learn from Entrepreneurs who built successful businesses: 10 Entrepreneurs On Advice That’s Helped Them Build Their Business


1. Types of entities

different-types-of-businesses

Non-profit companies:

  • A company incorporated for public benefit or another object relating to one or more cultural or social activities, or communal or group interests.
  • The income and property are not distributable to its incorporators, members, directors, officers or persons related to any of them.

Profit companies:

  • Profit companies are categorised as companies without restrictions on the transferability of their shares and that do not prohibit offers to the public (larger public companies), and companies that do contain restrictions on the transferability of their shares and that prohibit offers to the public (smaller private companies).
  • They may take one of four different forms: a personal liability company, a state-owned company, a public company and a private company.

Personal liability companies:

  • The directors and past directors are jointly liable with the company for any debts and liabilities arising during their periods in office.
  • The company name ends with the word ‘incorporated’.

State-owned companies:

  • This is a company defined as a ‘state-owned enterprise’ or a company owned by a municipality.
  • The names of a state-owned company must end with the expression ‘SOE Ltd’

Public companies:

  • The definition of a public company is largely unchanged.
  • The only difference is that a public company now only requires one member for incorporation compared to seven members in the past.

Private companies:

  • While comparable to private companies under the old Act, these are similar to previous close corporations.
  • Some of the changes made to private companies include fewer disclosure and transparency requirements, no longer being limited to 50 shareholders, and a board that must comprise at least one director.
  • The name of a private company must end with the expression ‘Proprietary Limited’ or ‘(Pty) Ltd’.

Government Funding and Grants for Small Businesses

Need funding? Check out the comprehensive list of Government Funding and Grants for Small Businesses.


2. Documentation

filing-cabinet

A company is incorporated by the lodging of a Notice of Incorporation (CoR 14.1) and Memorandum of Incorporation (CoR 15.1 A-E). These forms are available for download from the CIPC’s website.

Memorandum of Incorporation:

The Memorandum of Incorporation (MoI) contains the following information:

  1. Details of incorporators
  2. Number of directors or alternate directors
  3. Share capital (maximum issued)

Notice of Incorporation:

The Notice of Incorporation, which is lodged with the MoI, contains the following information:

  1. Type of company
  2. Incorporation date
  3. Financial year-end
  4. Registered address (main office)
  5. Number of directors
  6. Company name
  7. Whether the company name will be the registration number
  8. The reserved name and reservation number
  9. List of four names to be checked by the Commission

Supporting Documents:

To register a private company you will complete either a CoR 15.1A (for a standard private company) or a CoR 15.1B (for a customised private company) and a CoR 14.1. The supporting documents required include:

  • Certified ID copies of all indicated initial directors and incorporators
  • Certified ID copy of applicant if not the same as one of the indicated initial directors or incorporators
  • If an incorporator is a juristic person, a power of attorney is required for the representative authorised to incorporate the company and sign all related documents
  • If another person incorporates the company and signs all related documents on behalf of any of the incorporators and initial directors, a power of attorney and certified ID copy of the person is required
  • If a name was reserved before filing of incorporation documents, a valid name reservation document is necessary

Fees: The basic filing fee is R175. According to Elsabie Conradie, head: Communication, marketing and stakeholder relations for CIPC, a private company can be registered within one day if the company registers without reserving a name first.

Do you know what business taxes you will have to pay? This handy guide will walk you through your business tax basics.


3. Register online

The CIPC’s website allows business owners to register their companies online. Once you are ± registered as a CIPC customer you will be able to access the transactional website. After you have logged in, look for the ‘New Companies’ link under the ‘Companies’ tab.

Ready to take the Next Step? Here’s How To Develop a Business Plan

Entrepreneur Magazine is South Africa's top read business publication with the highest readership per month according to AMPS. The title has won seven major publishing excellence awards since it's launch in 2006. Entrepreneur Magazine is the "how-to" handbook for growing companies. Find us on Google+ here.

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7 Comments

7 Comments

  1. Miles Business Plans

    Jul 26, 2012 at 13:46

    It can be cumbersome for one. We can make it easy for anyone who wants to register their business.

    Check us out at milesbizplans.co.za

  2. Carolina

    May 7, 2013 at 12:23

    Hi, has there been any update since this article? as we are about to register a company. Thanks.

  3. Priscilla Gildea

    May 19, 2014 at 09:53

    I just started an online business and am working on getting it up and running but I want to do it the legal way..My question is, do I need to register it with CIPC?
    Thanks

    • Pablo Escobar

      Nov 26, 2015 at 14:19

      Register it, get Tax and Vat docs

      • Mankgwari

        Dec 18, 2015 at 04:54

        Hi Pablo
        How can I contact you, I am about to take off on my business, have fastened my seat belt but need to check up something crucial before I fly.

  4. Linda Ndzandza

    Feb 3, 2016 at 18:10

    Hair business
    I’m starting up a hair business, I’m alone and would like to know the best way to register my business. Do I do it as a sole prop? If yes, what does this mean for me.

  5. David Van der Merwe

    Aug 12, 2016 at 15:53

    If a foreigner want to register a company and has no passport can he register with his Refugee Papers?

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Start-up Guide

Tax Basics For Business Owners

What you need to know about tax as a business owner.

Entrepreneur

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Contents:

  • Type of business entities
  • Tax Registration
  • What tax you need to pay
  • Determining how much tax to pay
  • Turnover Tax: Relief for micro business
  • The importance of record keeping
  • Use a tax professional
  • Useful resources

Small businesses are required to follow the same tax processes as medium or large businesses, but small businesses often experience the tax process as stressful. The complex and strict nature of tax returns is often intimidating and quite a burden to small business.


Type of business entities

The tax requirements and considerations for small businesses is dependant on the type of business entity:

1. Sole proprietorship

A sole proprietorship also known as a sole trader is a type of business entity which is owned and run by one individual and where there is no legal distinction between the owner and the business.

All profits and all losses accrue to the owner. The owner doesn’t need to register the business with SARS but does need to include the income from the business in their own tax return.

2. Partnership

A partnership is also not a separate legal person or taxpayer. Each partner is taxed on his or her share of the partnership profits.

3. Private company

A private company is treated by law as a separate legal entity and must also register as a taxpayer in its own right. It has a life separate from its owners with rights and duties of its own.

Shareholders are generally not responsible for the liabilities of the company, however certain liabilities do exist.

This includes where an employer or the person who performs functions similar to a director of the company, will be personally liable for employees’ tax, VAT, additional tax, penalty or interest for which the CC is liable (where these taxes have not been paid to SARS within the prescribed period).


Tax Registration

tax-consultants

As soon as you commence your business, you are required to register with your local SARS office to obtain an income tax reference number. You must register within 60 days after you have commenced business by completing an IT77 form (available from your local SARS office or from the SARS website).

A CC or private company must be registered with the Registrar of Companies and Close Corporations to obtain a business reference number. Your CC or private company will then be registered automatically as a taxpayer.

Depending on other factors such as turnover, payroll amounts, whether you are involved in imports and exports etc. you could also be liable to register for other taxes, duties, levies and contributions such as VAT, PAYE, Customs, Excise, SDL and UIF contributions.


What tax you need to pay

1. Provisional tax

As soon as you commence business you will become a provisional taxpayer and will be required to register with your local SARS office as a provisional taxpayer within 30 days after the date you become a provisional taxpayer. CCs and companies are automatically registered as provisional taxpayers.

The payment of provisional tax is intended to assist taxpayers in meeting their normal tax liabilities.

Related: How do I submit a tax return for a small company?

This occurs by the payment of two installments in respect of income received or accrued during the relevant tax year and an optional third payment after the end of the tax year, thus obviating, as far as possible, the need to make provision for a single substantial normal tax payment on assessment after the end of the tax year.

The first provisional tax payment must be made within six months after the commencement of the tax year and the second payment not later than the last day of the tax year.

The optional third payment is voluntary and may be made within six months after the end of the tax year if your accounts close on a date other than the last day of February.

For a tax year ending on the last day of February, the optional third payment must be made within seven months after the end of the tax year.

2. Employees’ tax

Employees’ tax is a system whereby an employer, as an agent of government, deducts employees’ tax (PAYE) from the earnings of employees and pays it over to SARS on a monthly basis.

This tax serves as a tax credit that is set off against the final income tax liability of an employee, which is determined on an annual basis.

A business (an employer) that pays salaries, wages and other remuneration to any of its employees above the tax thresholds, must register with SARS for employees’ tax purposes.

This is done by completing an EMP 101 form and submitting it to SARS. The EMP 101 is available at all SARS offices and on the SARS website.

Once registered, the employer will receive a monthly return (EMP 201) that must be completed and submitted together with the payment of employees’ tax within seven days of the month following the month for which the tax was deducted.

3. Directors’ remuneration

The remuneration of directors of private companies (including individuals in CCs performing similar functions) is subject to employees’ tax.

Their remuneration is often only finally determined late in the tax year or in the following year. In these circumstances they finance their living expenditure out of their loan accounts until their remuneration is determined.

To overcome the problem of no monthly remuneration being payable from which employees’ tax can be withheld, a formula is used to determine a deemed monthly remuneration upon which the company must deduct employees’ tax.

A director is not entitled to receive an employees’ tax certificate (IRP5) in respect of the amount of employees’ tax paid by the company on the deemed remuneration if the company has not recovered the employees’ tax from the director.


Determining how much tax to pay

Tax-audit

In order to prepare your income tax return, you will need to understand the basic steps in determining your business’s profit or loss. These steps are much the same for each type of business entity. Basically, net profit or loss is determined as follows:

Income – Expenses = Profit (Loss)

You will use this formula with some slight changes in determining your profit or loss.

Dig Deeper: How to Reduce Your Taxable Income

The IT Act provides for a series of steps to be followed in arriving at the taxpayer’s “taxable income”. The starting point is to determine the taxpayer’s “gross income”.

Receipts or accruals of a capital nature are generally excluded from gross income. However, “gross income” also includes certain other receipts and accruals specified within the definition of “gross income” regardless of their nature.

The next step is to determine “income” which is the result of deducting all receipts and accruals that are exempt from income tax in terms of the IT Act from “gross income”. Finally, “taxable income” or “assessed loss” is arrived at by:

  • Deducting all the amounts allowed to be deducted or set off, in terms of the IT Act, from “income”; and
  • Adding taxable capital gains to the net positive figure or deducting taxable capital gains from the net negative figure.

A sole proprietor or each partner in the case of a partnership is subject to income tax on his or her taxable income. Income tax (normal tax) is levied at progressive rates ranging from 18% to 40%.

Related: What Should I Know About Dealing With Tax When It Comes To My Business?

Unlike individuals, a company or CC pays 28% income tax on its taxable income for the tax year and 10% secondary tax on companies (STC) on the net amount of dividends declared.


Turnover Tax: Relief for micro business

small-business

To reduce the administrative burden on small businesses, SARS introduced a single tax system as a tool for small businesses to help streamline their tax obligations, known as Turnover Tax.

Dig Deeper: 8 Steps to Dramatically Increase Your Income

Turnover Tax is a simplified tax system for small businesses with a turnover of up to R1 million per annum. It is a tax based on the turnover of a business and is available to sole proprietors (individuals), partnerships, close corporations, companies and co-operatives.

Turnover Tax is a substitute for VAT, Provisional Tax, Income Tax, Capital Gains Tax and Secondary Tax on Companies. So qualifying businesses pay a single tax instead of five other taxes. It’s elective – so you choose whether to participate!

1. How does Turnover Tax work?

Turnover Tax is calculated by simply applying a sliding tax rate to the “taxable turnover” of a business. The “taxable turnover” consists of the turnover of the business for the year of assessment with a few specific inclusions and exclusions.

  • R0 – R100 000: 0%
  • R100 001 – R300 000: 1% of each R1 above R100 000
  • R300 001 – R500 000: R2 000 + 3% of the amount above R300 000
  • R500 001 – R750 000: R8 000 + 5% of the amount above R500 000
  • R750 001 and above: R20 500 + 7% of the amount above R750 000

2. Will you pay less tax with the Turnover Tax system?

Whether or not you will pay less tax with the Turnover Tax system depends on the unique factors of the business including the profitability of the business and whether or not it is in a tax loss position in the standard income tax system.

But remember that the Turnover Tax system is primarily designed to reduce your administrative burden – so you need to factor in all the costs associated with meeting your current or future tax obligations.

Like how many hours you spend completing and submitting VAT and income tax returns, and calculating the relatively involved income tax that is payable for provisional tax and final assessment purposes

Use the following quick analysis to see whether switching to the Turnover Tax will benefit you or not.

  • Step 1: In one column take your estimated turnover for the financial year for which you want to register for the Turnover Tax.
  • Step 2: Calculate the tax you will pay for the year.
  • Step 3: Add your estimated cost of completing one simple Turnover Tax return and making two six-monthly interim payments for each year of assessment (if liable).
  • Step 4: Now in another column write down the income tax, CGT, STC, your business paid for the last financial year (or estimate for the coming financial year).
  • Step 5: Add all the costs associated with the completion and submission of your two or three provisional income tax returns, the final income tax return, STC returns, VAT Returns, and other tax obligations.
  • Step 6: Now simply compare the costs in column A and B.

A small business that chooses to join the Turnover Tax system must remain in the system for at least three years unless it is specifically disqualified (for example if the turnover exceeds R1 million during this period).

Equally, a small business that exits the Turnover Tax system will not be allowed to re-register for a period of three years.

This is to stop businesses from chopping and changing between the tax systems because of the administrative burden of registration and de-registration for the various taxes each time and the potential to abuse the systems to pay less tax.

3. Joining the Turnover Tax system

Existing small businesses that want to be registered for Turnover Tax must apply for registration by the last day of February so that they can be registered for the following year of assessment.

New businesses must apply within two months from the date of commencement of business activities. You apply by completing a Turnover Tax (TT01) application form which is available at any SARS branch or you can download it from the SARS website.


The importance of record keeping

Filing-cabinet

You must keep records that will enable you to prepare complete and accurate tax returns if you are involved in a business. You may choose a system of record-keeping that is suited to the purpose and nature of your business.

These records must clearly reflect your income and expenditure. This means that, in addition to your permanent books of account or records, you must maintain all other information that may be required to support the entries in your records and tax returns.

Paid accounts, cancelled cheques and other source documents that support entries in your records should be filed in an orderly manner and stored in a safe place.

Related: How important are financial records for a small business?

For most small businesses, the business chequebook is the prime source for entries in the business records. It is advisable to open a separate bank account for your business so that you do not mix your private and business expenses. The records should include:

  • Records showing the assets, liabilities, undrawn profits, revaluation of fixed assets and various loans
  • A register of fixed assets
  • Detailed daily records of cash receipts and payments reflecting the nature of the transactions and the names of the parties to the transactions (except for cash sales)
  • Detailed records of credit purchases (goods and services) and sales reflecting the nature of the transactions and the names of the parties to the transactions
  • Statements of annual stocktaking; and
  • Supporting vouchers.

Use a tax professional

It is advisable to acquire the services of a tax specialist who can formulate an appropriate tax strategy that is aligned with your overall business strategy and the tax challenges facing your business.

SARS tax consultants (either at their offices or via the phone) can help you calculate your tax and answer any questions that you may have regarding your business.

Large accounting companies or smaller firms can assist depending on your requirements, but will charge for their professional services. Contact the South African Institute of Chartered Accountants for more details.

Related: Are you Tax Compliant?

Be sure to choose someone sufficiently qualified, and who won’t leave you in trouble with the taxman. Do not assume that because a practitioner is registered with SARS, they are fit to advise you.

There are no requirements for those who register and registration is no indication of your tax practitioner’s competency. Call references to gauge service delivery or ask trusted associates for recommendations.

A company is required by law to appoint an auditor who will audit and sign an audit report in respect of its financial statements. Similarly a close corporation is required to appoint an accounting officer. Normally, the auditor or accounting officer will provide assistance in determining the taxable income and the amount of tax to be paid.

Useful resources:

Need To File Your Annual Tax Return Soon? This is what you need to know.

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Start-up Guide

What You Should Include In The Partnership Agreement

How to create a formal written partnership agreement.

Entrepreneur

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When taking on a business partner, it is critical to have a formal, written partnership agreement. While this is not a legal requirement, it does provide a framework for the partnership in terms of everyone’s obligations, settling conflicts, disagreements and other issues that could occur. The agreement is needed for the wellbeing of the business.

Create your written partnership agreement with the assumption that anything that can go wrong with your partnership will. Friction between partners over things such as money, power or ego frequently undoes business relationships.

Related: Developing Partnerships With Fintech Innovators

Your partnership agreement should prepare you for all possible “what-if” situations, and set methods for resolving them.

You can save money by drafting your own version of the key parts of your agreement, then taking it to your firm’s attorney to be reviewed, clarified, modified and finalised. It is important to have an attorney review the contract.

These are some of the key areas you should include in your written partnership agreement:

writing-a-business-plan

1Partnership Agreement Basics

  • What is the name of the partnership?
  • What is the purpose of the partnership?
  • What is the duration of the partnership?

2Responsibilities, performance and remuneration

  • What is each partner’s role?
  • What are each partner’s responsibilities within the company, and what level of performance is expected?
  • Are partners expected to make a full-time commitment to the venture, or are business activities permitted?
  • What will be the income of each partner, and how will profits or losses be distributed?

3Contributions

  • What will each partner be contributing to the partnership in terms of cash, assets, loans, investments, and/or labor?
  • If a partner loans the company money, what will be the terms or repayment?
  • Will the business partners be expected to make additional contributions to the partnership, and if so, how will that be handled?
  • Withdrawal of partners/admission of new partners
  • What guidelines should be followed if one partner wants to leave the partnership?
  • Will partners be allowed to sell their interests in the business to outsiders?
  • On what grounds can a partner be expelled from the partnership (misconduct, non-performance of duties)?
  • How will new partners be admitted to the partnership?

Related: 10 Questions To Ask Before Committing To a Business Partner

4Buy-out procedures

  • What guidelines should be followed if one partner wants to retire or leave the business partnership?
  • What happens if a partner is incapacitated or dies?
  • Will the partnership take out “key man” life insurance to ensure the surviving partner is able to buy the deceased partner’s shares from his/her heirs?
  • Will partners who leave have to sign a non-compete agreement?

5Dispute resolution

  • What methods will be used to settle disputes that can’t be otherwise resolved?
  • What procedures should be used in the event of a tie vote between partners on crucial partnership decisions?
  • Will you use mediation or binding arbitration?
  • If disputes can’t be resolved, is there a mechanism in place for dissolving the business partnership?

6Financial arrangements

  • What banking arrangements will be made for the partnership?
  • Which partners will have check signing privileges?
  • Who will be authorised to draw on the partnership’s accounts?
  • How will the books be kept?

Related: Essential Elements of Working with a Business Partner

7Method for dissolving the partnership

  • When can the partnership be dissolved?
  • What happens to the partnership if the partners decide they can’t work together?

8Valuation

  • What methods will be used to determine the value of the business in the event of a sale, dissolution, death, disability or withdrawal of a partner?

9Useful resources

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Start-up Guide

Do You Speak Start-up?

The start-up dictionary for every budding entrepreneur.

Entrepreneur

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Venture capital in South Africa is starting to take hold. With a host of venture funds, section 12J companies, incubators and start-up clubs being launched, start-ups are becoming more popular and investors are encouraged to consider these new opportunities.

Chris Ball, an investment analyst at AlphaWealth and a co-founder of Fincheck.co.za, a financial comparison fintech start-up, explains the colloquial jargon of venture investors and start-up entrepreneurs.

Chris wrote this ‘dictionary’ initially to educate AlphaWealth’s high net worth clients about the start up world so that they could consider becoming investors.

[dropcap]A[/dropcap]

Angel investor

An angel investor is generally someone who provides seed capital to a start-up in its infancy. In South Africa, there are a few well known angel investors. However, most entrepreneur’s first funds are generally received from family and friends who believe in the idea.

Resource: How to find an angel investor to back my business idea? 

[dropcap]B[/dropcap]

B2B, B2C, P2P

Business to business – This describes a business that is targeting another business with its product or services. This type of service is also known as enterprise technology. Salesforce would be a great example of this technology.

Business to consumer – describes a start-up that sells directly to consumer.

Peer to peer – is a platform concept, where the technology matches buyers and sellers. One of the earlier peer to peer technologies was Ebay. Today, the peer to peer platform has evolved to incorporate finance institutions such as Lendico.

Bootstrapping

This is a concept where founders pool their own capital resources to get the start up as far as possible before looking for external funding.

The term comes from “pulling oneself up by one’s bootstraps”. This mindset links directly into the lean start up methodology.

Related: 6 Tips For Bootstrapping

[dropcap]D[/dropcap]

Disruption

Both technology and business models can be disruptive and is defined when a start-up disrupts the current market place by displacing old businesses and winning market share. Outsurance and Uber have disrupted the insurance and personal transport businesses.

[dropcap]E[/dropcap]

Entrepreneur

This is someone who starts a business or venture, assuming all potential risk and reward for his or herself.

[dropcap]G[/dropcap]

Ground floor

This is the start of a venture where a founding team have enough to illustrate the concept but are yet to execute the initial steps of their plan.

[dropcap]L[/dropcap]

Lean start-up methodology

The lean start-up methodology, is a business thesis that was founded by Eric Reis. The business methodology is based on the practice of testing multiple small iterations in an effort to find the product, design or user experience or even business model that is best adopted by the end consumer.

Read more on the Lean start-up methodology here.

[dropcap]I[/dropcap]

Incubator

An organisation that helps develop early stage companies. Generally this help is offered in exchange for equity. The Israeli start-up ecosystem has some of the best incubators where they offer workspace, networks and guidance.

[dropcap]M[/dropcap]

Moonshot

‘Go big or go home’ – this is the impossible idea that a team wants to accomplish. The term was originally coined when John F Kennedy challenged American scientists to get a human to the moon.

[dropcap]P[/dropcap]

Pivot

A company that changes its business direction as a result of a dead end or the ability to use their technology in a more significant way. Instagram was originally a location check in service before pivoting to become a photo sharing application.

Pre-money and post-money

Post-money = Pre-money valuation + new funding.

Valuing a start-up has become a bit of an art, but more and more funds are starting to adopt a common methodology as the industry matures. In essence, the pre-money value is the monetary value of the company before a new investment is made.

Proof of concept

After the idea comes the execution. One of the first hurdles entrepreneurs need to clear is the proof of concept. This is a point where the start-up proves that the business model is feasible.

[dropcap]S[/dropcap]

Saas

Software as a service. These businesses are hosted in the cloud and the software can be rented out as a service.

Related: 10 Steps To Starting Your Business For Free (Almost)

Seed, A Round, B Round…

Start-ups raise capital in several tranches because raising it all at once would dilute the founder’s share before they have even had a chance to build the business. The seed round is done to prove proof of concept. The A round is raised once proof of concept has taken place. There can be several rounds before an exit or IPO is achieved. Some of these companies have grown so large through several rounds of investment that they are termed a unicorn business.

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