To convert a personal liability company (Inc) to a public company (Ltd) in South Africa, you need to follow a specific process and comply with the requirements set by the Companies and Intellectual Property Commission (CIPC). Here are the general steps involved:
- Director’s Meeting: Hold a director’s meeting to discuss and approve the conversion from a personal liability company to a public company. The meeting should result in a special resolution authorizing the conversion.
- Shareholder’s Meeting: Convene a shareholder’s meeting and obtain the necessary approvals for the conversion. Shareholders must pass a special resolution to approve the change in the company’s Memorandum of Incorporation (MOI) to reflect the new public company structure.
- Draft and Amend MOI: Draft an amended version of the MOI, which will reflect the new structure as a public company. Ensure that the amended MOI complies with the requirements of the Companies Act and the CIPC.
- File Form CoR15.2: Complete and file Form CoR15.2 with the CIPC. This form is used for the amendment of the MOI. Make sure to include the necessary supporting documentation, such as the special resolutions passed by the directors and shareholders.
- Pay Applicable Fees: Pay the required fees for the conversion process. The CIPC will specify the applicable fees, which may vary depending on the size and nature of your company.
- Await Approval: After submitting the necessary documents and paying the fees, you need to wait for the CIPC’s approval. The approval process may take some time, so be prepared for potential delays.
- Updated Registration Certificate: Once the conversion is approved, you will receive an updated registration certificate from the CIPC reflecting the change in status from a personal liability company to a public company.
- Comply with Public Company Requirements: As a public company, you will have additional obligations and compliance requirements, such as publishing financial statements and adhering to corporate governance regulations. Ensure that you familiarize yourself with these obligations and take the necessary steps to comply with them.