ARE YOU IN NEED OF

COMPANY SET-UP SERVICES?

We offer a holistic, but bespoke, solution, for all your company incorporation needs, from standard company registrations and issuance of share certificates and registers to facilitating director and member changes through our company secretarial division and all of your tax and commercial needs.

Our team of specialist corporate structuring attorneys will provide you with a tailor-made solution, best catering to your specific business needs, as well as the support needed to successfully navigate the legal and regulatory landscape in South Africa.

Contact us today to learn more about our services.

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Foreign Company Set Up Local Company Set Up

At Tax Consulting South Africa, we understand that each client has unique needs when it comes to starting, or expanding, their business operations. That’s why we offer bespoke solutions tailored to three different types of clients:

Foreign clients looking to expand their business operations into the South African market;
Local clients intending on expanding their business operations offshore; and
Local clients looking to start up a local entity.

Whatever your specific needs may be, our team of experts will guide you through every aspect of ensuring compliance, and business success.

Learn more about how we can help you achieve your business goals.

BUILD YOUR PERFECT PACKAGE

The basics with your choice of value-added services.

THE BASICS
Company registration
Preparation of share registers & certificates
Registered representative
Labour brokering
Employment agreements

MIDDLE GROUND
The basics
Agreements
Payroll and accounting
Labour brokering
Employment agreements

FULL HOUSE
The basics
Agreements
Payroll and accounting
Labour brokering
Employment agreements

Foreign Companies Looking to Expand Operations Into The South African Market

We provide bespoke solutions to foreign companies and MNEs, seeking to expand their operations into the South African market. With our experts in your corner, you will be guided and supported when navigating the unique complexities of setting up a foreign-owned entity in South Africa.

Local Companies Looking to Expand Operations Offshore

We provide company set up solutions specifically for local clients seeking to set up a company overseas. Our bespoke solutions assist in navigating the regulatory requirements of South African and offshore jurisdictions. Our experienced team has the expertise to ensure compliance with both local and foreign laws and regulations, allowing you to focus on your business.

Assistance with corporate structuring and tax optimisation requirements, and the physical set-up of your next great business venture;
Advisory on the necessary compliance regulations in South Africa, and niche guidance to ensure fulfilment thereof;
Facilitation of cross-border transactions, including compliance with foreign exchange regulations and transfer pricing principles, where applicable;
Assistance with the day-to-day operations of a foreign-owned entity (branch or subsidiary) in South Africa, including accounting and payroll functions;
Preparation and filing of annual returns with both CIPC and SARS;
Preparation and maintenance of statutory records, including share registers & certificates; and
Drafting and/or vetting of legal documentation, including employment contracts, service level and other agreements, as well as resolutions, and all other secretarial requirements.

Assistance with corporate structuring and tax optimisation requirements, and the physical set-up of your next great business venture in the chosen jurisdiction;
Facilitation of cross-border transactions, including compliance with foreign exchange regulations and transfer pricing principles, where applicable;
Assistance with the day-to-day operations of a local-owned entity (branch or subsidiary) in the chosen jurisdiction, including accounting and payroll functions;
Compliance advice and support for regulatory regimes in the chosen jurisdiction;
Preparation and filing of annual returns with the revenue authority in your chosen jurisdiction;
Preparation and maintenance of statutory records, including share registers & certificates;
Drafting and/or vetting of legal documentation, including employment contracts, service level and other agreements, as well as resolutions, and all other secretarial requirements.

BUSINESS ENTITIES

Sole Proprietorship

A sole proprietorship is a business vehicle that is run by a sole trader who alone is the legal owner of this business. They alone share in the profits and losses incurred by the business.

Liability

The sole proprietor is personally liable, in full, for the debts of the business, and does not enjoy limited liability. The personal assets of the sole trader are not distinguished from the business’ assets.

Taxation

The sole proprietor is required to pay income tax on profits generated by the business, and will need to file income tax returns accordingly. Further, if the owner is registered for Value Added Tax (VAT), then VAT may be payable, and VAT returns also due to be filed. If the business has employees, then the owner may also need to deduct, withhold and pay employees tax (PAYE), together with the corresponding monthly employment tax return and bi-annual reconciliation.

Formation

Generally, there are no registration requirements for a sole proprietorship.

Maintenance

Sole proprietors are not required to have their annual financial statements audited, and there is no perpetual succession in a sole proprietorship.

Non-Profit Company (NPC)

According to the definition of a ‘non-profit’ company, it is a company that is incorporated for a public benefit object, or an object relating to one or more cultural or social activities, or communal or group interests; and it is of the essence that the income and property of a non-profit company must not be distributable to its members or directors, or its incorporators, officers, or any ‘related’ persons.

Liability

In various situations, a court or statute may overlook the distinct legal identity of a company and hold all its shareholders personally responsible for the debts and obligations of the company. The company is liable for dividends tax on any dividend in specie paid by it. Non-profit companies must adhere to the non-distribution constraint. With legal personality, they provide limited liability to their members and directors, enabling them to engage in contracts and legal actions under their own name.

Taxation

Formation

Generally, there are no registration requirements for a sole proprietorship.

Maintenance

Sole proprietors are not required to have their annual financial statements audited, and there is no perpetual succession in a sole proprietorship.

Proprietary (Private) Limited Company

Generally, a company entails a structure that is recognised by law, and has a separate personality to acquire legal rights and be subject to legal duties. A company will have shareholder who own the company, and directors who manage and operate the company.

Liability

Shareholders have limited liability, meaning that if the company is unable to pay its creditors, then the creditors cannot claim payment from the shareholders of the company.

Taxation

The company, as its own legal entity, holds legal ownership of the business it conducts and any assets it acquires, rather than its shareholders. Currently, companies in South Africa are taxed at a flat rate of 27% on income. Should a company’s turnover exceed the threshold of R50,000 per year, then it may voluntarily elect to register for VAT, whereas if turnover exceeds R1 million per year, then it is compulsory to register for VAT. If the company is a registered VAT vendor, then VAT may be payable, and VAT returns also due to be filed. Remuneration of directors and employees of companies are subject to the deduction of PAYE. The company
must withhold dividends tax from cash dividends
paid to shareholders, at a fixed rate of 20%.

Formation

Various forms of profit companies are established through incorporation by one or more individuals. Private companies have the flexibility to have an unrestricted number of shareholders.

Maintenance

The Memorandum of Incorporation (MOI) prevents the public transfer of securities and limits the transferability of its securities.

Public Company

As there is no generally accepted definition, a public company is simply a profit company, that is not a state-owned company, nor a private company, nor a personal liability company. This type of company will be listed on a public stock exchange, with its shares being available to the public for purchase.

Liability

Taxation

Subject to corporate income tax rate of 27%. Similar to a private company and close corporation, remuneration of directors and employees is subject to the deduction of PAYE. If a company is a registered VAT vendor, then VAT may be payable, and VAT returns also due to be filed. If a director is a non-executive director and receives remuneration in that capacity, this remuneration is not subject to PAYE. Dividends tax of 20% is levied and withheld by a company on dividends paid to shareholder, where such a company is tax resident in South Africa (other than headquarter companies).

Formation

A public company requires a minimum of three shareholders or may be established by a governmental body or legal entity. The incorporators are essentially the creators of the company. Companies with significant public obligations face a stricter regime of disclosure, accountability, and transparency.

Maintenance

The heightened standards for accountability and transparency entail tasks like auditing financial statements, appointing a company secretary, auditors, auditor committees, and social and ethics committees. These committees oversee the company’s consideration of shareholders’ interests. Listed companies must adhere to exchange regulations such as the JSE rules and listing requirements.

Close Corporation

A close corporation closes the gap between a sole proprietorship or a partnership, and a company, to obtain the benefits of separate legal personality, limited liability, and perpetual succession. All the members of a close corporation are, in the absence of any express contrary agreement, entitle to participate in the management of the close corporation.

Liability

A close corporation (CC) was introduced to avail the advantages of distinct legal identity, limited liability, and perpetual succession. If the fiduciary duties of members in a close corporation are violated and result in financial loss for the corporation, those members who breached their fiduciary duties are held accountable for the incurred loss. The members held accountable bear joint and several liability.

Taxation

In order to benefit from any tax exemptions or advantages, the entity must meet the criteria outlined in the Income Tax Act. This doesn’t guarantee automatic qualification as a public benefit organization. It’s important to highlight that not every NPC will meet the criteria to be considered “associations not for gain” or “welfare organizations” for VAT purposes. If a NPC doesn’t meet the qualifications as a “welfare organization” or “association not for gain,” it will be subject to the standard VAT registration regulations.

Formation

Generally, there are no registration requirements for a sole proprietorship.

Maintenance

Sole proprietors are not required to have their annual financial statements audited, and there is no perpetual succession in a sole proprietorship.

Non-Profit Company (NPC)

Liability

Taxation

Formation

It should be established with objectives aimed at public benefit, or pertaining to cultural, social, or communal group interests. The income and assets of a non-profit entity should not be distributable to its members, directors, incorporators, officers, or any related individuals, except where exceptions are permitted by the Companies Act.

Maintenance

The non-profit company is required to have three directors. It cannot transition into a profit company. Additionally, it is prohibited from extending loans to its directors, securing their debts or obligations, or providing direct or indirect financial assistance to them.

LOCAL CLIENTS LOOKING TO START-UP A LOCAL ENTITY

We provide a holistic service suite offering for clients seeking to set up a local entity in South Africa – from start to finish. Our packages are specifically tailored to your needs, whatever they may be, and will help you get your business up and running.

A key component of our solutions is having an expert by your side, to assist in navigating the complex and ever-changing regulatory environment in South Africa.

Our team is made up of over 150 professionals, including Tax Attorneys, Tax Practitioners, Chartered Accountants (SA) and Emigration specialists. With us, you can focus on starting and running your business with confidence, while we sweat the seemingly small stuff.

OUR HOLISTIC SERVICE SUITE OFFERING:

THE BASICS	MIDDLE GROUND	FULL HOUSE	BUILD YOUR PERFECT PACKAGE
Company registration	The basics	The basics	The basics
Preparation and maintenance of statutory records, including share registers & certificates	Agreement	Agreements	Your choice of value-added services
Registered representative	Payroll and accounting	Payroll and accounting
		Labour brokering
		Employment agreements
Learn More	Learn More	Learn More	Learn More

Whether you are seeking to set up a company on South African shores, as a local or international client or a South African wanting to expand their operations overseas, our bespoke solutions ensure compliance and governance excellence.

ARE YOU IN NEED OF

COMPANY SET-UP SERVICES?

Learn more about how we can help you achieve your business goals.

BUILD YOUR PERFECT PACKAGE

Foreign Companies Looking to Expand Operations Into The South African Market

Local Companies Looking to Expand Operations Offshore

BUSINESS ENTITIES

LOCAL CLIENTS LOOKING TO START-UP A LOCAL ENTITY

OUR HOLISTIC SERVICE SUITE OFFERING:

Let our expert team assist you in setting up your business.

CONTACT US TODAY

TO LEARN MORE ABOUT HOW WE CAN HELP YOUR BUSINESS THRIVE