16.4.5 REGISTRATION AND OTHER FILING AND DISCLOSURE OBLIGATIONS
An external company must register with the CIPC on form CoR 20.1 within 20 business days after its first day he conducts business or nonprofit activities as the case may be in Republic of South Africa.
An external company must register as either;
· An external nonprofit company if within the jurisdiction in which it was incorporated, it meets legislative or definitional requirements that are comparable to the legislative or definition of a nonprofit company incorporated under the Act or;
· An external profit company in any other case.
Each external company must at least contain one office in Republic and must register its principle office, if it has more than one office by providing the required information and filing its registration in terms of s 23(1). Notice of any change of registered office will also be filed. Regulation 21 contains the filing requirements where there has been a change of registered office of external companies.
The CIPC must assign a unique registration number to each external company that has registered and maintain a register of external companies and enter the prescribed information concerning each external company in the register.
Once this date has been entered in the register a registration certificate to the external company in the form of CoR 20.2 must be issued.
A registered external company is defined as an external company that has registered its office as required by s 23 and has been assigned a registration number in terms of Section 23.
If an external company has failed to register in terms of s 23(1) it will receive a compliance notice from the CIPC requiring it to register within 20 business days, or if it fails to register in such time to cease carrying on its business activities in the Republic of South Africa.
Every external company must file an annual return CoR 30.3 within 30 business days after the anniversary date on which it was registered. Failure by an external company to file an annual return for two or more years in succession may result in that external company being de-registered by the CIPC.
In terms of s 32(1), contravention of which is an offence provides that an external company must provide its full registered name or registration number to any person on demand and not mistake its name or registration number in a manner likely to mislead or deceive a person.
An external company being a foreign company doing business in South Africa is not obliged to prepare or lodge financial statements in terms of the Act, however they may be required to prepare financials for the purposes of SARS. They would also need to lodge the necessary annual return.