Private Company (Pty) Limited) South Africa (2024)

Private Company (Pty) Limited) South Africa (1)

A Private Company (Pty limited) is treated by South African law as a separate legal entity and has to register as a tax payer in its own right.

A Private Company (Pty limited) has a separate life from its owners and is required by the The Companies Act, No 71 of 2008 to perform rights and duties of its own.

The owners of a Private Company (Pty limited) are shareholders.

A company may not have an interest in a close corporation.

Previously the number of shareholders was restricted in a Private Company ((Pty) limited) to a maximum number of 50. This restriction was, however, withdrawn in the The Companies Act, No 71 of 2008. The rights and obligations of the shareholders vis-a-vis each other and vis-a-vis the company are set out in a memorandum of incorporation and shareholders agreement.

The name of a private company must end with the words ‘(Proprietary) Limited’ or ‘(Pty) Ltd’.

Details here comparing a Private Company ((Pty) limited) to a close corporation. Please bear in mind that close corporations are no longer available as new entities so most new structures will be Pty Ltd.

Advantages of a Private Company ((Pty) limited)

  • Life span is perpetual
  • Shareholders have limited liability
  • Act only imposes personal liability on directors who are knowingly part of the carrying on of the business in a reckless or fraudulent manner
  • Ease of transfer of ownership
  • Easier to raise capital
  • Efficiency of management
  • Adaptable to both small and large businesses
  • Not required to file their annual financial statements with the Registrar of Companies, thus, they are not available to the general public

Key points of a Private Company ((Pty) limited)

  • Subject to many certain legal requirements depending on turnover size.
  • Difficult and expensive to establish compared to Close Corporations and Sole Proprietorship, although it is now unlikely you will be able to purchase a new close corporation following their withdrawal in 2011.
  • A Private Company ((Pty) limited) must have at least one shareholder. This can be a foreign entity or another Pty Ltd or close corporation.
  • A Private Company ((Pty) limited) must have at least one director.
  • A Private Company ((Pty) limited) articles must restrict the right to transfer its shares, and prohibit any offer to the public for the subscription of any shares or debentures of the company. A Private Company ((Pty) limited) cannot, therefore, be listed on the stock exchange.
  • A private company cannot issue share warrants or bearer shares.
  • The quorum for a meeting is two shareholders for a Private Company ((Pty) limited) (except in the case of a one-person company), unless the Memorandum of Incorporation provides otherwise.
  • The voting rights of shareholders of a Private Company ((Pty) limited) must be determined by the Memorandum of Incorporation.
  • Certain Private Company’s ((Pty’s) limited) have to have their annual financial statements audited.

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    Private Company (Pty) Limited) South Africa (2024)

    FAQs

    What is a private company Pty Ltd in South Africa? ›

    When setting up a company, the Pty Ltd is short for “Proprietary Limited”. This is a company that operates privately, and has not offered shares to the general public. The owners of such a company limit ownership to no more than 50 non-employee shareholders.

    What is the difference between Pty Ltd and LTD in South Africa? ›

    Public versus private companies

    The following are a few of the differences between public and private companies: The name of a private company ends with "(Pty) Ltd;" that of a public company ends with "Ltd."

    How do you write Pty Ltd in South Africa? ›

    The name of a private company must end with the words '(Proprietary) Limited' or '(Pty) Ltd'.

    Do private companies in South Africa require a minimum? ›

    Private companies must have at least one director and one incorporator. The director and incorporator may be the same person. The word “person” includes a juristic entity. This means that a legal entity or a trust may be an incorporator of a new company.

    Is Pty Ltd the same as a private company? ›

    Essentially, Pty Ltd is for private companies, and Ltd is for public companies.

    What are the examples of Pty Ltd companies in South Africa? ›

    List of 196 Private Companies in South Africa
    NameSectorM&A Activity
    Sell
    Famous Brands Management Co. (Pty) Ltd. Private Midrand, South Africa websiteRestaurants-
    Ascendis Health (Pty) Ltd. Private Cape Town, South Africa websiteHealthcare Services-
    Netsurit Private Johannesburg, South Africa websiteInformation Technology-
    5 more rows

    What is Pty Ltd equivalent in USA? ›

    A PTY (Proprietary Company) is a privately held company that can be used for many different purposes, and can be considered equivalent in many regards (but not all) to an S Corporation, LLC and/or Limited Partnership.

    What is disadvantage of Pty Ltd? ›

    One of the drawbacks of a private limited company is that it can be challenging to raise capital compared to a public limited company. This is because shares cannot be sold to the general public, and private limited companies have restrictions on how they can issue shares.

    What are the cons of Pty Ltd? ›

    Disadvantages of a Private Limited Company
    • You must be incorporated with Companies House. ...
    • Complicated accounts. ...
    • Shared ownership. ...
    • Your company must be in compliance with strict administrative requirements. ...
    • Limited stock exchange access.
    Nov 14, 2023

    How much does it cost to register a Pty Ltd in South Africa? ›

    Private Company (Pty Ltd): The cost of registering a Private Company (Pty Ltd) in South Africa ranges from ZAR 5,000 to ZAR 10,000, including legal and professional fees.

    What is needed to register a Pty Ltd company in South Africa? ›

    Basic Requirements for registering a company in South Africa
    • Register your company. It would help if you had a unique name for your company for registration. ...
    • Tax Verification. ...
    • Tax clearance certificate. ...
    • A BEE certificate or Affidavit. ...
    • UIF registration. ...
    • COID registration. ...
    • A business bank account.
    Oct 4, 2022

    How long does it take to register a Pty Ltd in South Africa? ›

    The normal time frame to register a pty can be anything from 3-5 business days according to cipc.

    What are 3 disadvantages of a private limited company? ›

    Greater administrative burden

    Private limited companies have to maintain three types of legally required records: Records of company activities, such as lists of directors, shareholders and voting decisions. Financial records covering all transactions. Records of persons of significant control.

    Can a foreigner own a company in South Africa? ›

    Yes, a foreigner can register a business in South Africa as long as they have a valid passport issued by their country of residence. There are no nationality requirements for directors and shareholders in a South African company.

    How is a private company taxed in South Africa? ›

    Corporate tax rates in South Africa

    The corporate tax rate in South Africa is a flat rate of 27% for all companies. However, trusts (excluding special trusts) in South Africa pay tax at a separate rate of 45%. Additionally, companies are subject to a capital gains tax (CGT) of 21.6%.

    What is Pty Ltd in USA? ›

    A Pty Ltd company is equivalent to a US C-corporation. We don't have the equivalent of LLC in Australia. These really only exist for tax reasons which we don't need because of franking credits any tax paid by the company is credited to the shareholders.

    What is the difference between a private company and a public company in South Africa? ›

    The main difference between a private vs public company is that the shares of a public company are traded on a stock exchange, while a private company's shares are not.

    What is a Pty Ltd classified as? ›

    A proprietary company, the characteristic of which is abbreviated as "Pty", is a form of privately held company in Australia, Namibia and South Africa that is either limited or unlimited. However, unlike a public company there are, depending on jurisdiction, restrictions on what it can and cannot do.

    What is the equivalent of an LLC in South Africa? ›

    The South African limited liability company (proprietary limited company) A South African limited liability company (locally known as a “proprietary limited company” or Pty. Ltd.)

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