The starting point in doing business in South Africa is usually a decision on the type of entity that is best suited to the needs of the owners and other factors, such as:

• Ownership and control
• Taxation
• Legal exposure and risk
• Compliance
• Ease of formation and exit.

In South Africa, a Privately Company entity, is one of the most popular form of business vehicle, though some may consider setting up a Personal Liability Company (PLC).

We provide a comprehensive range of end-to-end services related to business formation, from the gathering of information to the eventual successful registration of the business. Depending on your needs, we are able to assist you on the following:

• Incorporating of a private company limited by shares or guarantee in South Africa
• Incorporating of a Personal Liability Company (PLC) in South Africa
• Incorporating of a Co-operative business in South Africa
• Registration of a branch in South Africa
• Registration of a business firm (i.e. private company or public company) in South Africa
• Acquisition of offshore companies
• Connecting or assisting with incorporations overseas

Our work does not end with business setup. All registered business entities are required to comply with various legislations. We assist you in navigating through the jungle of rules and regulations in South Africa through our services as “Corporate Secretarial Agents”.

Types of Business

One of the first steps of setting up a business in South Africa is deciding on the type of business entity. The following table provides a comparison over the four main forms of business entities:

• Private Company
• Public Company
• Non-Profit Company
• Personal Liability Company
• Co-operatives

All registered business entities are required to comply with various legislations in South Africa, and these could range from the mundane, such as the keeping of company registers, to the complex, such as the preparation of listing on the Johannesburg Stock Exchange (JSE).

As your appointed “Corporate Secretarial Agents”, businesses need not worry about the how, when and what they should comply with. The entrepreneur should focus on strategic and management issues, while professionals like us will address business law compliance, such as providing relevant advice or services pertaining to:

• Companies Act of 2008 for locally incorporated/registered entities
• Compliance of Listing Rules (for companies listed in JSE)
• Corporate secretarial services to both local and foreign incorporated companies
• Corporate secretarial services to offshore companies
• Registered office address/correspondence address
• Nominee directors and shareholders

For businesses intending to venture abroad, we are able to connect you to our foreign associates for overseas incorporations.

Tax planning is an area that should be looked into during the course of business planning and setup. There may be avenues for tax minimisation. This is especially true for owner-operated businesses in which the owner or shareholder is also the person managing and running the business. How then should one plan for and minimise tax exposure?

There are also existing economic and tax incentives in South Africa to encourage the development of earmarked industries. Would these be applicable to your business?

What about the Goods and Services Tax – are you required to register as a GST trader, or should you register voluntarily?

Yes, taxation is a very complex matter, and it is advisable that various tax issues be considered at the incorporation stage. Our business associates will be able to provide tax planning advice if required and we work in concert to recommend tax-efficient structures for your business.

Business Plans

A business plan is an essential component of starting or expanding a business that is very often overlooked, or even ignored. Engaging us to help prepare your business plan could mean you have a better chance of reaching your commercial objectives - whether you intend to raise capital or need a more explicit road map to success than you have currently.

Legal advisory (corporate commercial)

We have a wealth of experience in a wide range of international corporate and commercial arrangements including:

• Mergers and acquisitions
• Joint ventures
• Commercial contracts
• Commodities and international trade
• Cross-border investments
• Capital raising
• Risk management

We have led or been key advisors on a number of large cross-border deals for listed and private companies and investors. We also act for finance providers advising on listings and restructurings, equity and debt fundraisings.

Due Diligence

We assist clients in studying the viability and reliability of potential investments, acquisition or joint venture projects. We identify issues during the due diligence that clients need to consider before investments.

Our key service scope includes the following:

• Evaluate profitability, financial position, assets, liabilities and cash flows of the target company
• Evaluate significant accounting policies adopted
• Ensure financial statements complied to Financial Reporting Standards
• Search for under-accruals, unrecorded liabilities and off-balance-sheet transactions

Business Valuation

We offer valuation ranging from valuation of identifiable assets, liabilities and contingent liabilities to the identification and valuation of intangible assets

• Corporate Finance
• Budgeting, planning and forecasting services
• Design and implementation of accounting systems
• Devising inventory management
• Corporate Restructuring

We offer assistance in the following areas:

• Preparation of financial situation reports
• Financial forecasts
• Business recovery plans
• Debtor and creditor management
• Execution of liquidations
• Receivership management
• Negotiations with financiers and statutory authorities
• Fraud investigation
• Forensic Accounting
• Insolvency
• Litigation Support
•  

Outsourcing of non-core business activities is increasingly gaining popularity in South Africa. Businesses now recognise the importance of focusing on core competencies, while tapping on our professional expertise.

Two of the more common areas for outsourcing are:

Accounting & Finance Outsourcing Services

• Setup of proper accounting systems, accounting policies and procedures in line with local accounting and regulatory requirements
• Perform accounting-related administrative services (e.g. sales & receipt cycle, payment cycle)
• Provide routine and ad-hoc routine financial reports such as departmental reports, variance reports, KPI highlights
• Prepare cash flow projections
• Goods & Services Tax (GST) compliance
• Corporate & Personal Tax compliance
• Special accounting assignments, including clearing of backlog accounts, expedite preparation of financial statements, IPOs, etc.

Payroll & HR Administration Outsourcing Services

• Payroll administration
• Maintain payroll file for each employee
• Compute & disburse salary and reimbursements
• Provide printed or electronic pay advice (via internet)
• Process increments and bonuses
• Process claims
• Prepare annual returns
• Provide payroll reports for management’s review monthly & annually

HR Administration

• Leave administration
• Training administration
• Assistance in promotion / performance evaluation exercise
• Employment Pass / Work Permit application
• Staff insurance administration

We have experience specialising in formation and compliance services for companies.

Our wide experience extends to acting as company secretaries to several private and public companies, to help them meet reporting and disclosure requirements promptly.

Our suite of services include:

• Market entry advisory
• Advice on corporate structure and jurisdiction
• Application for business licences
• Advice on fiduciary duties of company directors and employees
• Formation of onshore and offshore companies
• Representative Office and branch registration
• Advice and formation of holding companies
• Nominee directors and shareholders services
• Bank account set-up
• Accounting system set-up
• International tax structuring
• Tax planning for expatriates
• Payroll administration
• Advice on government incentives
• Annual statutory compliance
• Related Services
• Assistance to set up physical presence including serviced offices
• Assistance to settle expatriates (e.g. housing, relocation)
• Corporate Development
• Corporate finance
• IT infrastructure set-up
• Branding and Design
• Business Coaching
• Recommendation to other professionals
• *Some services are provided by our associate companies.

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