Resolution passed by the directors of a company in order to enable a company to be registered

Power of Attorney to Enable Company to be Registered

A Power of Attorney (POA) is a useful tool that simplifies the company formation process, allowing a trusted local partner/agent to complete the company formation on your behalf, without the need for you to be physically present in the country where the company formation will take place.

A Power of Attorney for Company Incorporation allows you to appoint one or more agents to establish a company or enter into a partnership for and on behalf of you. You can authorize an agent to sign company formation documents such as a Memorandum incorporation, lease agreement, partnership agreement, local service agent agreement and other legal documents and application forms to register a company and obtain a license on behalf of you.

This type of Power of Attorney is ideal for appointing an agent specifically for establishing a company on your behalf, without granting the broad powers that are normally included in a general power of attorney.

For company formation, your agent does not have to be a lawyer; however, it is advisable to appoint an agent who is familiar with local rules and regulations.

Documentation Required by Companies and Intellectual Property Commission (CIPC)

A company is incorporated by the lodging of a Notice of Incorporation (CoR 14.1) and Memorandum of Incorporation (CoR 15.1 A-E). These forms are available for download from the CIPC’s website.

Memorandum of Incorporation

The Memorandum of Incorporation (MOI) contains the following information:

1. Details of incorporators;

2. Number of directors or alternate directors;

3. Share capital (maximum issued).

Notice of Incorporation

The Notice of Incorporation, which is lodged with the MOI, contains the following information:

1. Type of company;
2. Incorporation date;
3. Financial year-end;
4. Registered address (main office);
5. Number of directors;
6. Company name;
7. Whether the company name will be the registration number;
8. The reserved name and reservation number;
9. List of four names to be checked by the Commission.
Supporting Documents

To register a private company your agent will be required to complete either a
CoR 15.1A (for a standard private company) or a
CoR 15.1B (for a customised private company)and a
CoR 14.1.

The supporting documents required include:

• Certified ID copies of all indicated initial directors and incorporators;

• Certified ID copy of applicant if not the same as one of the indicated initial directors or incorporators;

• If an incorporator is a juristic person, a power of attorney is required for the representative authorised to incorporate the company and sign all related documents;

• If another person incorporates the company and signs all related documents on behalf of any of the incorporators and initial directors, a power of attorney and certified ID copy of the person is required;

• If a name was reserved before filing of incorporation documents, a valid name reservation document is necessary.

Fees

The basic filing fee is R175. According to Elsabie Conradie, head of communication, marketing and stakeholder relations for CIPC, a private company can be registered within one day if the company registers without reserving a name first.

The Process to Register Online

• CIPC website allows business owners to register their companies online.

• Once you are registered as a CIPC customer you will be able to access the transactional website.

• After you have logged in, look for the ‘New Companies’ link under the ‘Companies’ tab.

How is a Power of Attorney Created?

A POA can be created through an oral declaration at a court, or through a formal document. The latter is the most recommended way of creating a POA.

In regards to the formation of a company/legal entity in South Africa, creating a POA will require the following steps:

• The grantor will provide information regarding their business needs and requirements to its local partner abroad (that is the need for the local partner/agent to complete the company incorporation process on behalf of the grantor).

• The information will be incorporated into the POA and the draft copy will be sent to the grantor for perusal. If the grantor is satisfied with the document he is required to sign and send it back to the agent who will begin the company registration process.