Companies are registered with the Companies and Intellectual Property Commission (CIPC) under the Companies Act 71 of 2008. A private company requires a Memorandum of Incorporation (MOI), at least one director and a registered office. The MOI may use standard provisions or be tailored for the investment. A shareholders’ agreement must be consistent with the Act and MOI.

Governance should reflect the commercial arrangement. Address board appointment and removal, reserved matters, shareholder funding, new issues and dilution, transfers, pre-emption, dividends, deadlock, default, restraints, information rights and exit. Establish delegated authorities for banking, contracting, procurement and regulatory submissions. Directors’ duties apply to the individuals appointed, including nominee directors; they cannot simply treat the appointing shareholder’s instructions as determinative.

A foreign company must register as an external company where it conducts or intends to conduct business within the statutory test. CIPC’s foreign-company guidance identifies activities relevant to that assessment and requires electronic registration. Current CIPC practice requires information about the foreign company’s principal office inside and outside South Africa and supporting foreign constitutional and registration documents. A branch decision should also take account of tax, permanent-establishment and parent-liability consequences.

Companies, including external companies, must file annual returns and prescribed beneficial-ownership information. CIPC states that beneficial ownership concerns the natural persons who ultimately own or control the entity and integrates the declaration and applicable securities or beneficial-interest register with annual-return compliance. CIPC’s beneficial-ownership page warns that non-compliance can lead to enforcement and deregistration. The correct analysis depends on whether a company is “affected” for Companies Act purposes and on its ownership and control structure; it should not be reduced to a single percentage in every case.

Maintain a statutory file containing incorporation and MOI documents, director and officer details, securities and beneficial-ownership registers, shareholder and board minutes, annual returns, financial reporting, material agreements and compliance dates. Changes to directors, registered office, name, MOI, securities or beneficial ownership should be filed when required.