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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 2 : Formation, Administration and Dissolution of Companies

Part B : Incorporation and legal status of companies

14. Registration of company

 

 

1) As soon as practicable after accepting a Notice of Incorporation in terms of section 13(1), or an application for the domestication of a foreign company in terms of section 13(5), the Commission must—
a) assign to the company a unique registration number; and
b) subject to subsection (2)—
i) enter the prescribed information concerning the company in the companies register;
ii) endorse the Notice of Incorporation, and, if applicable, the copy of the Memorandum of Incorporation filed with it, in the prescribed manner; and
iii) issue and deliver to the company a registration certificate in the prescribed manner and form, dated as of the later of—
aa) the date on, and time at, which the Commission issued the certificate; or
bb) the date, if any, stated by the incorporators in the Notice of Incorporation.

 

2) If the name of a company, as entered on the Notice of Incorporation—
a) fails to satisfy the requirements of section 11(3), the Commission, in taking the steps required by subsection (1)(b), may alter the name by inserting or substituting the appropriate expressions as required by section 11(3); or
b) is a name that the company is prohibited, in terms of section 11(2)(a), from using, or is reserved in terms of section 12 for a person other than one of the incorporators, the Commission—
i) must take the steps set out in subsection (1)(b), using the company’s registration number, followed by ‘‘Inc.’’, ‘‘(Pty) Ltd’’, ‘‘Ltd.’’, ‘‘SOC’’, or ‘‘NPC’’, as appropriate, as the interim name of the company in the companies register and on the registration certificate;
ii) must invite the company to file an amended Notice of Incorporation using a satisfactory name; and
iii) when the company files such an amended Notice of Incorporation, must—
aa) enter the company’s amended name in the companies register; and
bb) issue and deliver to the company an amended registration certificate showing the amended name of the company.

 

3) If, upon registering a company in terms of subsection (1), there are reasonable grounds for considering that the company’s name may be inconsistent with the requirements of—
a) section 11(2)(b) or (c)—
i) the Commission, by written notice, may require the applicant to serve a copy of the application and name reservation on any particular person, or class of persons, named in the notice, on the grounds that the person or persons may have an interest in the use of the reserved name by the applicant; and
ii) any person contemplated in subparagraph (i) may apply to the Companies Tribunal for a determination and order in terms of section 160; or
b) section 11(2)(d)—
i) the Commission may refer the application and name reservation to the South African Human Rights Commission; and
ii) the South African Human Rights Commission may apply to the Companies Tribunal for a determination and order in terms of section 160.

 

4) A registration certificate issued in terms of subsection (1) is conclusive evidence that—
a) all the requirements for the incorporation of the company have been complied with; and
b) the company is incorporated under this Act as from the date, and the time, if any, stated in the certificate.