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Welcome to Edelweiss Support Services. The following services are offered:
Click on any of the following links for further information:
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Welcome to Edelweiss Support Services. The following services are offered:
Click on any of the following links for further information:
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Edelweiss Support Services is open 24 hours a day and 7 days a week. If I am not available on the land line please feel free to phone me on my cell phone.
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Company and Close Corporation Registrations
Incorporation of an external company
Name Reservations
Defensive Name Registration
Company and Close Corporation Forms
Special Resolutions
Shelf Companies and Close Corporations
Government Gazette advertisements and scanning
Searches, Copies and Certificates
Trade Marks
Registration of Trusts
Company Secretarial Service
Please note that an amount of R40.00 will be charged for postages, faxes and administrative costs. For courier services the amount will be higher depending on the destination. R20.00 will be charged extra for computer search costs when searches in respect of companies and close corporations are conducted. Revenue stamps are exempted from VAT.
Please also note that people not resident in South Africa will not be required to pay VAT (Value Added Tax).
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The Registrar of Companies and Close Corporations may approve names which are "acceptable" and may refuse to approve "undesirable" names. Reserving a name for a company or a close corporation could be facilitated if the applicant is familiar with the process of reserving a name and what criteria the Registrar use in order to approve a name or not.
For ease of reference this page is divided in the following sections:
You can search for a specific word by pressing Ctrl + F on your keyboard and typing in the word you are looking for.
1. The process of name reservation The forms utilised for the reservation of a name are as follows:
The name reservation application forms have space for 6 proposed names, however, you can attach a further application form to reflect any further proposed names. A stamped name reservation form can be utilised until a name has been approved on the payment thereof. A name that has been approved by the Registrar can be amended provided that the amendment does not result in a change of the approved name. The name "Sky Investment" can be changed to "Sky Investments" but the name" Taaibos" cannot be changed to "Thibault" as it is regarded as a new name which is subject to a new search to be conducted. The stamp duty for the reservation of a name is R50.00. The name approved by the Registrar is valid for a period of two months from the date on which it was approved. The documents for the registration of the close corporation or company must be lodged before the expiration of this date.
2. Extending a name reservation The name reservation of a company or a close corporation can be renewed /extended in the event of the documents not being in order for registration by re-lodging a form CK7 or form CM5. To avoid confusion, indicate at paragraph C that it is a re-reservation and quote the Registrar's reference number that appears on the letter issued by the Registrar when the name was approved. The stamp duty for a re-reservation is R50.00. The name will be extended for a period of two months. There is no limit on the number of times a name is renewed. A form CM6 can be used to extend the name of a company (but not for a close corporation name) for a period of one month and the stamp duty is R20.00. Once a name lapses in terms of a form CM6 a form CM5 must be submitted for a further extension/re-reservation. A form CM6 cannot be used again to renew the name for a further month.
There are four types of names namely proposed names, translated names, shortened forms of names and defensive names:
Proposed names The proposed name is the name which will appear in the close corporation's or the company's documents. For a close corporation the suffix CC is used. The name of a private company having a share capital shall include as its last two words, the words "(Proprietary) Limited" (or the abbreviation (Pty) Ltd). The name of a public company having a share capital shall include as its last two words, the word "Limited" (or Ltd). The name of an association not for gain (companies incorporated under section 21 of the Companies Act) shall include the statement "Association incorporated under Section 21)". Associations not for gain which were incorporated before 1980 may, instead of the said statement, subjoin to its name the statement "Incorporated association not for gain". Incorporated companies must include the word "Incorporated" (or Inc). External companies must include the words "Incorporated in .... (stating the name of the foreign country concerned)".
Translated names A close corporation or a company can apply
for the registration of a translated name of the proposed name by lodging a
further name application form. Foreign words or phrases will not normally
be allowed in a name of a company. The translated name can be in any of
the official languages of the Republic of South Africa. Where a word of a
black language is to
be used, the meaning of the word must be stated in paragraph C of the form.
To register a translated name for a company at the date of incorporation, form CM7 with a stamp duty of R30.00 must be
lodged with the Registrar together with a copy of the approved form CM5.
If the translated name must be registered after the company had been
incorporated, a special resolution (form CM26) together with form CM7 and a copy
of the approved form CM5 must be lodged with the Registrar. (Click on the
icon to go to the section detailing the preparation and lodgement of special
resolutions
Shortened forms of names A close corporation or a company can apply
for the registration of a shortened form of the proposed name by lodging a
further name application form. A shortened form of a name must contain
some or all of the elements of the proposed name. Such a name may not
contain more than seven (7) letters and no figures will be allowed. To
register a shortened form of a name for a company at the date of incorporation,
form CM7 with a stamp duty of R30.00 must be lodged with the Registrar together
with a copy of the approved form CM5. If the shortened form of the name
must be registered after the company had been incorporated, a special resolution
(form CM26) together with form CM7 and a copy of the approved form CM5 must be
lodged with the Registrar. (Click on the icon to go to the section
detailing the preparation and lodgement of special
resolutions
Defensive names A defensive name is an alternative way to protect a name from being reserved or registered by another person. A person applies for and registers a defensive name if he/she wishes to protect a trading name or if a person wants to protect a name and is not sure when the company will be registered (instead of re-reserving the name for an indefinite period every two months at great expense). Form CM5 is used to reserve a defensive name and a stamp duty of R50.00 is paid. The general principles relating to undesirables names will mutatis mutandis apply to defensive names. To register a defensive name a copy of the approved form CM5 together with a form CM8 and proof that the applicant has a direct and material interest in the name e.g. a business card or letterhead must be lodged. The stamp duty on form CM8 is R250.00. A defensive name is valid for two years and thereafter the name may be renewed for a further period of two years by lodging a form CM8A together with proof that the applicant still has a direct and material interest in the name. The stamp duty is R50.00. If the renewal of the defensive name is done after the registration of the name has lapsed, the whole process of reserving the name (form CM5) and registering the name (form CM8) must be followed again. It is important to diarise the date on which the name should be renewed to avoid unnecessary costs. A surname will be registered as a defensive name only in exceptional circumstances. The registration of a defensive name will be refused if there is reason to believe that the registration would lead to trafficking in names.
4. General principles relating to names Any name may be selected, provided such name does not encroach on the rights of any person or existing concern, or is a name which, in the opinion of the Registrar, is undesirable. In particular, a name will be considered to be undesirable if:
A name must consist of at least three letters of the alphabet. A name consisting of a combination of letters, identical to an existing registered combination of letters, irrespective of the descriptive wording following such letters, will not be allowed. Numerals will not be allowed, except figures denoting the current calendar year in brackets. If letters of the alphabet are used, and the resultant combination is not a pronounceable word, the combination must be followed by a word or words describing the main business of the entity. Only surnames of the members of a close corporation, the directors or major shareholders of a company will be allowed in a name. Former names and surnames, first names and nicknames will not be allowed unless the member of a close corporation or the director/major shareholder of a company is generally known under such name or surname and proof thereof is furnished to the satisfaction of the Registrar. Surnames will not be allowed to serve as full names of companies, unless under extraordinary circumstances which fall within the discretion of the Registrar. Surnames will however be allowed as full names if preceded by initials or full first names. A surname containing forenames and/or initials identical to or nearly identical to those of a surname already on the register, will irrespective of the descriptive wording following such names not be allowed. Where a surname already appears on the register as a close corporation or company name or as part of the name, such surname will not be allowed in further names unless it is suitably qualified with initial(s) or forename(s). Single generic words will not be permitted to serve as full names for companies. The reason is that upon the reservation and eventual registration of a company name, the Registrar protects such a name. He can in fact order other persons to change their names or to desist from using such names if these names are, in the discretion of the Registrar, confusingly similar to the names on his register. But this entails that a name should be made up in such a way so as to be capable of being protected by the Registrar. The Registrar cannot, for instance, order anybody to refrain from using a word such as "Apple". But he can order somebody to terminate the use of names such as "Apple Records" or "Apple Computers". The Registrar therefore does not allow names which he cannot protect. The above principle does not apply to so-called made-up names. Many company names are made up of unique names not to be found in a dictionary and normally the creator of such word or name will enjoy some form of protection in respect of that word or name. This is, however, not a general rule and the "protection" may vary depending on the originality of the creation. Names that solely consist of job descriptions e.g. "Medical and Dental Supplies", "Ornamental Glass Manufacturers" etc will not be allowed as the Registrar cannot protect these names. Certain punctuation characters are allowed in names while others are not. Common characters such as brackets, hyphens and apostrophes are allowed in names while less common characters such as "@", "#" and "%" are not permitted. The ampersand ("&") may be used although this character would be reflected as "and" on the records of the Registrar. Changing the spelling of a name does not mean that the name will be approved. The search engine of the Registrar's computer system is able to detect phonetic similarities in names and such names will not be approved. A name that is spelt "Brainwear Information Technology" will not be approved if the name "Brainware Information Technology" is registered. However, the system cannot detect all such similarities and it may happen that the name be approved. But in the end the applicant could quite likely face the consequences of receiving an order to change the name. Applicants should be wary of the attitude that they "got away" with a name from the Registrar. The eventual consequences, when they do come about, are mostly detrimental to such applicants. Religious words, concepts or expressions are as a rule not permitted in the names of ordinary business companies. Such words are of course allowed in names of companies registered with religious purposes, such as non-profit organisations incorporated in terms of Section 21 of the Companies Act. The Registrar will not allow common expressions such as "A walk in the park" as a name for an entity. Names unrelated to the main object or principal business of the entity will not be allowed. A proposed name is always compared by the Registrar with the main object or principle business set out in par D of the reservation form. If the proposed name contains a description of a specific type of business activity, and this conflicts with what is set out in par D of the form, the name will not be allowed on the grounds that it will be misleading. Characters denoting a calendar year, unless it is the year of registration of the entity, are not permitted. The reason is that an entity could mislead the public by pretending it is a well established company in existence for many years while it has only been incorporated for a few months. The word "Company" and the plural thereof will only be allowed in respect of the name of a company and not in the name of a close corporation. The word "Association" may only be used for associations not for gain registered under Section 21 of the Act. Words in various languages are allowed but the finalisation of the application would be expedited if these words are translated in par C of the application form. If not translated, the form could be returned to the applicant with a query which would delay the matter. The Registrar still has to establish whether a word or words are not permitted or ought not to be permitted. The Registrar has to compare the proposed name, as far as possible, with similar words in the other official languages. With regard to the changing of entity names due to the changes in the names of towns, cities and provinces the office of the Registrar has experienced many problems. For instance, the company "Transvaal Mining Corporation" is already registered when an application for "Gauteng Mining Corporation" is made. Initially it was felt that such applications should not be approved but that the entities be protected from changes that have occurred or may occur in future. From a practical point of view the Registrar's office felt that it was not possible to protect such names and the Registrar's ruling on this issue is that changes in the names of towns, cities and provinces will not be considered in the testing and consideration of applications for new names. If place names forming part of existing entity names are changed and applications for names are received afterwards which would have been similar or identical but for the changed place names, such names will be considered without taking cognisance of the existing entity names. If an application for "Gauteng Mining Corporation" is received the Registrar's office will not take cognisance of the existing name "Transvaal Mining Corporation". The onus is therefore on companies and close corporations to change the names as soon as changes in the names of towns, cities and provinces have taken place. The following words are prohibited in names of entities:
The following words are subject to approval under various Acts:
5. Names of professional associations Professional associations are able to register as private companies. The type of companies which are registered for professional associations such as attorneys, doctors, engineers, auditors, brokers, etc. are called incorporated companies. Incorporated companies have additional requirements with regard to the proposed name: Medical practitioners The name of an incorporated medical practise may comprise only the initials or first names and surnames of medical practitioners, with the addition of the actual type of profession as an optional extra. The title "Dr" may also be used in the name. Attorneys The name of the company must consist solely of the name or names of any of the present or past members of the company or of persons who conducted, either for their own account or in partnership, any practice which may reasonably be regarded as a predecessor of the practice of the company: Provided that the words "and associates" or "and company" may be included in the name of the company. The use of the word "Attorney/s" in the name of the company is prohibited.
Applicants are requested to translate names or words in paragraph C of the application form which in their opinion would present the Registrar with a problem, even though they are contained in one of the 11 official languages. This would assist the Registrar in expediting the finalisation of the application and prevent the form from being returned to the applicant with a query. The Registrar still has to establish whether a word or words are not prohibited or ought not be permitted. The Registrar has to compare the proposed name, as far as possible, with similar names in the other official languages.
7. Names of External Companies Companies in foreign countries aiming to register as external companies in the Republic of South Africa in terms of section 322 of the Companies Act, do not apply for approval of their names from the Registrar. They simply retain the names they already have in their countries of origin. The statement "incorporated in ...(stating the name of the foreign country concerned)" must be included in the name of an external company.
Special thanks to Mr Eric Helberg of the office of the Registrar of Companies in providing me with material relating to problematic words in names of companies and close corporation.
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