Legality of giving of giving out share certificates to a company

[bjsteyn]

Morning TFSA people, in 2017 i registerd a company called The WhatsOn Engine, we want to rename it to Infinite Galaxies TM and redivide the shares. What is legality of giving out of giving out share certificates, in 5 years we want to register on the South African and International Stock Exchanges.

I know the company registration number needs to go on here but here is the concept for the first share certifcate i drafted. Any advice on what needs to go on there and legal issues i need to cover will be appreciated. Thank You



Our launch will happen on Christmast, make sure not to miss it as-well. www.atimelessnation.co.za

[Andromeda]

Hi

You need to familiarize yourself with Section 51 of the Act. Your certificate falls very short of the requirements.

You should probably start with realising that you may not offer shares to the public. On conversion to a public company you may make a public offering.

You should probably contract a company secretary or auditor for more information.

Lastly, your company is about to be de-registered due to non-submission of annual returns.

[adrianh]

Hi

You need to familiarize yourself with Section 51 of the Act. Your certificate falls very short of the requirements.

You should probably start with realising that you may not offer shares to the public. On conversion to a public company you may make a public offering.

You should probably contract a company secretary or auditor for more information.

Lastly, your company is about to be de-registered due to non-submission of annual returns.

Dang....you know your stuff... I sure don't want to be on your wrong side

[bjsteyn]

Hi

You need to familiarize yourself with Section 51 of the Act. Your certificate falls very short of the requirements.

You should probably start with realising that you may not offer shares to the public. On conversion to a public company you may make a public offering.

You should probably contract a company secretary or auditor for more information.

Lastly, your company is about to be de-registered due to non-submission of annual returns.

Thanks Andromeda, i have 28 days to figure this all out, the company was registered as The WhatsON Engine thats where Timeless started, we need about R2.4 billion (if not more, we will spec it properly in the next 5 yrs) to develop that over 5-10 years, which we start on in 5 years, the next 5 years we will still be writing plans for that, it will bigger than Facebook and Google combined.

Do you know when the department closes to register public companies?, as TWE will be only one of the Timeless Companies, and Timeless is actually made out of 5 pilar companies, i just need to think this through clearly how to register this. Can u have public shares in a holdings comapany?, i think u can as MicroMega actually one of the companies that is in our scope to partner with is a holdings company and trading on the JSE. Timeless will build its own stock exchange as-well later.

I need to check up on that then for The WhatsOn Engine, maybe it will just go 100% shares into the public holdings company then. Like i said i registered it and we have just been writing plans for Timeless in the last three years, and now we ready to launch with 2 companies that will form the foundation for funding, with the investment launch.

Even if we just get peoples commitments into Timeless investment with the launch, and when it has been sorted out early next year accept peoples investments into our bank account.

I will read up on act 51. Thanks alot... do you have a link?
I will also check up on The WhatsOn status and what i need to do? Where can i do that?
Do u know when the departments closes, if i can sort it before the lauch i want to?

So i think the new public holding company with the shares devided to the number of shares we want to devide it in is the way to go? Sort out the The WhatsOn Engine and put a 100% shares in the holdings company so long, tho the development will only start on that in 5 years and take 5 to 10 years before our first rollouts and that company officially runs. 51% of Timeless CSM (Our sports software company) will go into the holdings company as-well, 49% we will sell to a strategic partner to raise another R2.5 million (Selling it for R5 million, thats actually my company within Gods company). And then 100% of Timeless Essentials will go into the holdings company as-well, and with the investments Timeless will be off and away.

Final question do u have to be registerd on a stock exchange to do that, offer shares? Ill try and read up on the act, so busy with Timeless things getting us ready for the launch and next year and getting Timeless Essentials up and running so will appreciate any pointers. Thanks

[Andromeda]

Hi,
That's a lot of info to process. Firstly, I have attached the Companies Act.
Companies Act 2008 as amended.pdf

Then, when it comes to profit companies, there are only two types, a private company and a public company. A "Holdings" company is simply a name the incorporator came up with. Any company can own the shares in another company. If it owns sufficient shares to control the board then it is the holding company and the other company is then subsidiary to it. You cannot register a holding company; a company becomes a holding company by owning sufficient equity of another company to enable it to control that company's board. In other words it becomes a holding company due to its activities, not its name.

To register a public company (that enables you offer shares to the public) requires that you submit a CoR15.1b, or you should draft your own MOI. At this point at least you should engage a professional. I would advise that you do that anyway, what you are referring to is not for amateurs, myself included.

Have a look at this link for more information http://www.cipc.co.za/index.php/mana...es-prospectus/

Good luck!

[bjsteyn]

Hi,
That's a lot of info to process. Firstly, I have attached the Companies Act.
[ATTACH]8021[/ATTACH]

Then, when it comes to profit companies, there are only two types, a private company and a public company. A "Holdings" company is simply a name the incorporator came up with. Any company can own the shares in another company. If it owns sufficient shares to control the board then it is the holding company and the other company is then subsidiary to it. You cannot register a holding company; a company becomes a holding company by owning sufficient equity of another company to enable it to control that company's board. In other words it becomes a holding company due to its activities, not its name.

To register a public company (that enables you offer shares to the public) requires that you submit a CoR15.1b, or you should draft your own MOI. At this point at least you should engage a professional. I would advise that you do that anyway, what you are referring to is not for amateurs, myself included.

Have a look at this link for more information http://www.cipc.co.za/index.php/mana...es-prospectus/

Good luck!

Thanks for the info @Andromeda, been busy read your reply briefly and couldn't get back till now to reply, thanks ill read through both will make time this week. Just read through your reply properly. I did a search on CIPC and see you are correct. I didn't see any contact details on there sight so i just message the accountant that registered the company for me, so he can advise me on what i need to do...

Shot for the help, let me read up on that and then see where to from there.

[bjsteyn]

@Andromeda Timeless is to much for most people to process. I'm use to it lol. You should see my reply on my add for the investment launch... if you think this is much...

If you have a day to spare you can go read it hahaha, unfortunately this is the simple version of Timeless in my reply on my add post... you got the easy version...

https://www.theforumsa.co.za/forums/showthread.php/27011-Timeless-%28Infinite-Galaxies-TM%29-Investment