Page 6 - Profmark_2024_Directors Guide

CATEGORIES OF COMPANIES

The Act provides for two categories of companies, namely profit companies and
non-profit companies as follows:
■ State-owned company (SOC Ltd)
■ A private company (Pty) Ltd if:
■ it is not a state-owned company
■ its MOI prohibits it offering any of its securities to the public and restricts the
PROFIT COMPANIES ■ Must have at least one director*
transferability of its securities
■ A personal liability company (Incorporated or Inc.) if:
■ it meets the criteria for a private company
■ its MOI states that it is a personal liability company
■ Must have at least one director*
■ A public company, (Ltd) in any other case
■ Must have at least 3 directors*
The minimum number of incorporators is reduced from 7 to 1
One or more persons, or an organ of state, may incorporate a profit company.
Name to be followed by suffix “NPC”
Incorporated for a public benefit or an object relating to one or more cultural or social
NON-PROFIT COMPANIES activities, or communal or group interests
Can be incorporated with or without members. If there are no members, the MOI must
set out the basis on which directors are to be appointed by its board, or other persons
Must have at least three directors
An organ of state, a juristic person, or 3 or more persons acting in concert may
incorporate a non-profit company.
* The MOI may provide for a higher number in substitution for the minimum number of directors
than those required by the Act.
■ An external company means a foreign company (for profit or not for profit) that
is conducting business or non-profit activities within South Africa, as is set out in
Section 23 of the Act. It is required to be registered as an external company at CIPC
in terms of Regulation 20.
■ A domesticated company means a foreign company whose registration has been
transferred to South Africa in terms of Sections 13(5) to (11).

4