Page 12 - Nexia SAB&T Business in South Africa Guide 2024

public interest score, or meets any other requirements set out in Regulation 28
of the Companies Act.
A private company is also not required to appoint a company secretary or hold
an Annual General Meeting.
Non-Profit Company (NPC)
■ Incorporated for a public benefit or an object relating to one or more cultural
or social activities, or communal or group interests.
■ Primary objective is to be a benefit to the public and not to make profit.
■ Incorporated by at least 3 persons and must have a minimum of 3 directors.
■ The income and property of a non-profit company must be applied solely
to the promotion of the non-profit company’s main object and may not be
distributed to the incorporators, members, directors or officers.
■ NPC without members can be incorporated and can have voting or non-
voting members, and membership can be held by juristic persons, including
profit companies.
■ A special set of fundamental rules for NPC’s is set out in Schedule 1 of
the Act.
■ On dissolution, NPC’s are restricted in terms of the distribution of any
residual assets.
■ NPC can apply to the South African Revenue Service for a tax-exempt status,
known as Public Benefit Organisation (PBO) status, provided it meets the
criteria required for such registration.
A Domesticated Company
A domesticated company is a foreign company whose registration has been
transferred to SA from a foreign jurisdiction in which it was registered.
A foreign company may transfer its registration if the law of the jurisdiction in
which the company is registered permits such a transfer, and the company has
complied with all legal requirements relating to the transfer. Once the foreign
registration is transferred, a domesticated company exists as a company in terms
of the Companies Act as if it had been originally incorporated and registered in
SA. Most foreign investors set up a private company, or an external company
(branch of a foreign company).

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