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Summary External companies, registered offices and company records
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2.1 External companies, registered offices and company records:2.1.1 Registration of external companies and Registered offices (Sec 23)
Forms and standards for company records (Sec 24)
Location of company records (Sec 25)
Access to company records (Sec 26)
Financial year of a company (Sec 27)
Accounting records (Sec 28)
Also refer to regulations 25(3) – (6) and 26 (1)(b) & (c)
Section 23 – Registration of external companies and registered office:
(1) An external company must register with the Commission within 20 business days after it first
begins to conduct business, or non-profit activities, as the case may be, within the Republic –
(a) As an external non-profit company if, within the jurisdiction in which it was incorporated,
it meets legislative or definitional requirements that are comparable to the legislative or
definitional requirements of a non-profit company incorporated under this Act; or
(b) As an external profit company, in any other case.
(2) For the purpose of subsection (1), and the definition of “external company” as set out in
subsection (1), a foreign company must be regarded as “conducting business, or non-profit
activities, as the case may be, within the Republic” if that foreign company –
(a) is a party to one or more employment contracts within the Republic; or
(b) Subject to subsection (2A), is engaging in a course of conduct, or has engaged in a course
pattern of activities within the Republic over a period of at least six months, such as
would lead a person to reasonably conclude that the company intends to continually
engage in business or non-profit activities within the Republic.
(2A) When applying subsection (2)(b), a foreign company must not be regarded as “conducting
business activities, or non-profit activities, as the case may be, within the Republic” solely
on the ground that the foreign company is or has engaged in one or more of the following
activities –
(a) Holding a meeting or meetings within the Republic of the shareholders or board of the
foreign company, or otherwise conducting any of the company’s internal affairs within the
Republic;
(b) Establishing or maintaining any bank or other financial accounts within the Republic;
(c) Establishing or maintaining offices or agencies within the Republic for the transfer,
exchange, or registration of the foreign company’s own securities;
, (d) Creating or acquiring any debts within the Republic, or any mortgages or security interests in
any property within the Republic;
(e) Securing or collecting any debt, or enforcing any mortgage or security interest within the
Republic; or
(f) Acquiring any interest in any property within the Republic.
(3) Each company or external company must –
(a) Continuously maintain at least one office in the Republic; and
(b) Register the address of its office, or its principal office if it has more than one office –
(i) Initially in the case of –
(aa) A company, by providing the required information on its Notice of
Incorporation; or
(bb) An external company, by providing the required information when
filing its registration in terms of subsection (1); and
(ii) Subsequently, by filing a notice of change of registered office, together with a
prescribed fee.
(4) A change contemplated in subsection (3) (b) (ii) takes effect as from the later of –
(a) The date, if any, stated in the notice; or
(b) Five business days after the date on which the notice was filed.
(5) The Commission must –
(a) Assign a unique registration number to each external company that has registered in
accordance with subsection (1);
(b) Maintain a register of external companies;
(c) Enter the prescribed information concerning each external company in the register; and
(d) In the case of an external company whose name is a foreign registration number does
not indicate the name of the foreign jurisdiction in which it was incorporated, append to
its name in the registry the name of that jurisdiction in a manner comparable to that
required for a company under section 11 (3) (a).
(6) If an external company has failed to register in terms of subsection (1) within three months
after commencing its activities within the Republic, the Commission may issue a compliance
notice to that external company requiring it to –
(a) Register as required by subsection (1) within 20 business days after receiving the notice;
or
(b) If it fails to register within the time allowed in paragraph (a), to cease carrying on its
business or activities within the Republic.
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