Close Corporation (CC) in South Africa

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Close corporation CC companies in South Africa
Close corporation CC companies in South Africa, image: pxhere.com
Close corporation CC companies in South Africa
Close corporation CC companies in South Africa, image: pxhere.com

The new Companies Act (Act 71 of 2008) was implemented and as such, no CC can ever be registered.  Not only can it not be registered, you cannot convert your company to a CC, but all existing CCs will be maintained.  Changing the name of your CC, you need to fill a CoR 9.1 form, once the name has been approved, you will be required to fill a CK2 form must be submitted together with the approved name reservation and certified ID copies of all the members and of the applicant.

[ht_message mstyle=”success” title=”” show_icon=”” id=”” class=”” style=”” ]If you’d like to make amendments to the existing founding statement of a close corporation like making amendments that of members, addresses, etc., you may do so on a CK2 form, you will be charged R30.00 if you want to change the name, principal business, financial year-end, etc.[/ht_message]

Change of name requires name reservation and all amendments should be followed by Certified ID Copies of all members.  You may fill a CK2A form should you wish to make amendments to accounting officers and addresses.  From the account officer, an original letter of consent will be expected to accompany a CK2A form. Members will be required to sign documents requesting amendments.

[ht_message mstyle=”success” title=”” show_icon=”true” id=”” class=”” style=”” ]iRead: Understanding Company/Business Annual Returns[/ht_message]

If you’d like to appoint a new accounting officer, all members again are required to attach their certified copies of their IDs – for change in address, only the person who signed the document is required to attach their certified copy of ID.

CIPC doesn’t deal with VAT registration number, for that, you have to contact or visit the nearest SARS office, however, CIPC does report new company registration to SARS on a daily basis.

To restore a close corporation, you’ll have to follow a certain procedure and make sure to all the forms required to be filled namely (CoR 40.5 (This should be accompanied by a R200 fee), CK2 and CK2A), and a deed search and copy of extract of advertisement in local newspaper with 21 days clear notice, You’ll have to attach Certified Copies, for more info visit cipc.co.za

To remove someone from CC, a court order have to obtain against the member who has to be removed in terms of section 36 of the CC Act (Must be attached to a CK2)

Close Corporation (CC) tax implications

[ht_message mstyle=”success” title=”” show_icon=”” id=”” class=”” style=”” ]

  • Members are not liable for the CC debts
  • However, if you handle any financial affairs of the CC or do anything similar to a director or involved in the management of the CC, you will be personally liable for employee’ tax, value-added tax, additional tax or penalties for which the close corporation is liable.
  • A CC may not have an interest in another CC, for income tax purposes, a CC will be treated as a company
  • Members cannot exceed 10

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