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The company buys the shares instead of the other shareholders funding it personally. It needs a board resolution and the solvency and liquidity test — and buying back from a director needs a special resolution.
Most small companies never set one up. When a buyer, a bank or an estate asks who owns the shares, there is nothing to show them. Here is how to rebuild it honestly — and why you must never backdate.
It covers what the MOI does not — exit, valuation, deadlock, who has to work in the business, and restraints. It is private, unlike the MOI. And any clause conflicting with the MOI is void.
A resolution is the evidence a decision was properly taken. It needs the company details, the date, who was present, the decision and signatures — and for distributions, that the solvency and liquidity test was applied.
Neither institution updates the other. Mismatched directors, addresses or year ends cause failed tender screening, blocked eFiling and correspondence going to someone who left three years ago.
Registration is the small part. Year one also brings annual returns, beneficial ownership, financial statements, two provisional tax payments and an income tax return — and that is before any tax registration you actually need.
Deregistration is for a company with no assets and no liabilities. A company with debts must be liquidated. Choosing the wrong one does not make the debt disappear — it exposes the directors.
Business rescue puts a distressed company under a practitioner with a moratorium on claims while a plan is developed. Directors have a duty to consider it — and trading recklessly through distress instead is what creates personal liability.
Yes — by ordinary resolution, and the MOI cannot take that right away. But the director must get notice and a chance to make representations, and skipping that step is how removals get overturned.
A court can bar someone from being a director — for at least seven years, and in some cases for life. Reckless trading is one of the grounds, which is why it matters to ordinary SME directors and not only to fraudsters.
No. SARS registrations run independently and keep generating returns and penalties for a company that no longer legally exists. It is why reinstated companies emerge owing SARS more than they did going in.
You file them all, oldest first, with the fee and penalty for each year. Beneficial ownership has to go first or nothing will process. And you have to know each year's turnover, because the fee is banded.