To issue shares with the Companies and Intellectual Property Commission (CIPC) in South Africa, you need to follow these steps:
- Company Registration: Ensure that your company is registered with the CIPC and has a valid registration number. If you haven’t registered your company yet, you’ll need to complete the registration process before proceeding with issuing shares.
- Shareholder Approval: Hold a shareholder meeting to obtain approval for the issuance of new shares. Shareholders should vote on the decision to issue shares and the terms of the issuance, such as the number of shares, class of shares, price, and any specific rights or restrictions attached to the shares.
- Prepare Share Issue Documentation: Prepare the necessary documentation related to the share issue, including:
a. Board Resolutions: Draft board resolutions approving the issuance of shares and authorizing specific individuals to execute the necessary documents.
b. Memorandum of Incorporation (MOI) or Shareholders’ Agreement: If required, update the MOI or shareholders’ agreement to reflect the new share issuance. Ensure that the document contains relevant provisions regarding the issuance of shares.
c. Share Certificates: Prepare share certificates for the newly issued shares. Each certificate should specify the shareholder’s name, the number of shares issued, class of shares, and any special rights or restrictions.
- File Relevant Documents with CIPC: Complete the necessary forms and submit them to the CIPC. The specific forms you’ll need to complete may vary depending on the nature of the share issuance. Generally, you’ll need to complete the following:
a. CoR15.1A: Complete Form CoR15.1A, which is the Notice of Incorporation of a Company and Application for Registration. Fill in the details related to the share issuance, including the number of shares and the names of the shareholders.
b. CoR20: Complete Form CoR20, which is the Notice of Change of Registered Office or Postal Address. Update the registered office address if necessary.
c. Memorandum of Incorporation (MOI): If you made any changes to the MOI in step 3b, submit a copy of the updated MOI to the CIPC.
d. Share Register: Maintain an updated share register that records the details of the share issuance. This register should include the names of the shareholders, number of shares issued, class of shares, and any special rights or restrictions.
- Pay the Required Fees: Pay the relevant fees for the share issuance to the CIPC. The fee amount will depend on the number of shares being issued and other factors. Ensure you check the CIPC’s website or contact their office for the current fee schedule.
- Await Confirmation: After submitting the required documents and fees, you’ll need to wait for confirmation from the CIPC. They will review your submission and process the share issuance. Once approved, you’ll receive confirmation of the successful share issuance.