CIPC company registration: your questions answered

A Private Company (Pty) Ltd requires a minimum of one director. The same person can act as both the sole director and the sole incorporator and shareholder, which is why one-person companies are entirely valid. A Non-Profit Company requires at least three directors. Every director must have a valid South African ID or, for foreign nationals, a passport, and must pass FICA identity verification on the CIPC portal.

Yes. Foreign nationals may be directors and shareholders of a South African company. They must provide a valid passport for FICA verification, and where the automated Home Affairs check cannot confirm identity, the CIPC will request a certified copy of the passport and supporting documentation. A South African residential or business address is required as the registered office.

On Form CoR14.1 you declare a number of authorised shares (the maximum the company may issue) and then issue a portion of them to the founding shareholders. A common, simple structure is 1 000 authorised ordinary shares with, say, 100 issued and split between the founders according to their agreed ownership percentages. You can issue further authorised shares later without amending the MOI.

Yes. When the CIPC registers your company it automatically transmits the details to SARS, which generates an Income Tax reference number for the company. You do not file a separate Income Tax registration for the entity. You will, however, need to register separately for VAT (if your turnover exceeds the compulsory threshold or you register voluntarily) and for PAYE/UIF once you employ staff.

Take your CoR14.3 registration certificate, the registered MOI, the company's SARS Income Tax number, and certified IDs and proof of address for the directors and signatories to your chosen bank. The bank runs its own FICA due-diligence checks before opening the account. A dedicated business account is essential for clean bookkeeping and separating company finances from personal funds.

The MOI is the founding governance document that sets out the rules for how the company is run — director powers, shareholder rights, share classes, and meeting procedures. Most companies adopt the free CIPC standard MOI (Form CoR15.1A), which is suitable for an ordinary company. A customised MOI is only necessary where you need bespoke arrangements such as special share classes or pre-emption rights, and it carries a higher registration fee.

FICA — the Financial Intelligence Centre Act — requires identity verification to combat money laundering. The CIPC applies FICA checks to every director and incorporator before processing a registration, and banks apply their own FICA checks before opening an account. An unverified director will block your incorporation, so resolve any verification flags before lodging.

Registration on the standard MOI using Form CoR14.1 costs R125. Adding a name reservation (Form CoR9.1) costs a further R50, for a typical total of R175. A standalone name reservation on its own is R50. These are the statutory fees payable directly to the CIPC; optional third-party services such as share certificates, tax clearance setup, a B-BBEE affidavit, or assisted bank account opening are priced separately.

Once all directors are FICA-verified, your deposit is funded, and the documents are correctly captured and signed, a straightforward registration is often completed within one to three working days. Delays usually stem from identity verification flags, name conflicts, or an insufficient deposit balance.

An Exempted Micro Enterprise (EME) — generally a company with annual turnover under R10 million — can confirm its B-BBEE status level by way of a sworn affidavit before the Commissioner of Oaths, rather than a full verification certificate. Many clients and government tenders require this affidavit, so it is a common, low-cost add-on for newly registered small businesses.

Every company must file a CIPC annual return each year in its anniversary month of incorporation. Missing successive returns leads the CIPC to deregister the company — dissolving its legal existence, freezing its bank accounts, and potentially passing its assets to the state. Re-instatement is possible but costly, requiring all outstanding returns, penalties, and a formal application. See our annual returns guide for full details.