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

Companies Regulations, 2011

Chapter 2 : Formation, Administration and Dissolution of Companies

Part B : Incorporation and Legal Status of Companies

14. Notice of Incorporation

 

 

See section 13 (2) to (4)

 

(1) A Notice of Incorporation required in terms of section 13 must be filed in Form CoR 14.1 and—
(a) must be accompanied by the fee set out in Table CR 2B, subject to subregulation (2) and (4);
(b) must stipulate whether the company's name will be—
(i) in the case of a profit company, its registration number, as contemplated in section 11(1)(b), in which case the applicable spaces for the name to be entered on Form CoR 14.1 and on the Memorandum of Incorporation must be left blank to be completed by the Commission upon assignment of the registration number;
(ii) a name that has been reserved or defensively registered for use in terms of the Act, and which the incorporators are entitled to use, in which case the reservation number and that name reserved, or defensively registered, must be set out on Form CoR 14.1; or
(iii) a name that has not been reserved in advance, in which case—
(aa) the applicable spaces for the name to be entered on Form CoR 14.1 and on the Memorandum of Incorporation must be left blank to be completed by the Commission in accordance with subregulation (3);
(bb) the incorporators may include up to four alternative names on the Notice of Incorporation, listed in order of preference; and
(cc) Regulation

s 8 and 9, read with the changes required by the context, apply with respect to each alternative name listed on the notice.

 

(2) If the Notice of Incorporation indicates that the company is to be known by its registration number, or by a name that has been reserved in advance, the Commission must reduce the filing fee for the Notice of Incorporation by an amount equivalent to the fee for an application for name reservation.

 

(3) If the Notice of Incorporation indicates that the company is to be known by a name that has not been reserved in advance—
(a) the Commission must consider each alternative name entered on Form CoR 14.1 in the listed order of preference, and must assign to the company as its name—
(i) the first of those names that proves to be acceptable in terms of the Act, if any; or
(ii) the registration number in the case of a profit company, in the manner contemplated in section 14 (2)(b), if none of the listed alternative names is acceptable; and
(b) sections 11 and 12 and regulations 8 and 9, each read with the changes required by the context, apply to the consideration of any such name by the Commission, as if the Commission were considering an application to reserve that name.

 

(4) The Commission may reject a Notice of Incorporation in terms of section 13 (4) by issuing a notice to the incorporators in Form CoR 14.2 and returning to them any documents or other material filed with the Notice of Incorporation.

 

(5) The registration certificate issued by the Commission in terms of section 14 (1)(b) must be in Form CoR 14.3.