[Question] Company Ownership/Shareholding

[Oilybohunk]

Two years ago, our company was setting up a partnership with another entity. A company was set up on my behalf, by the potential partner. For ease of establishing the bank account and processing with SARS, I was named as the incorporator and sole director. I have confirmed this in the COR 15.1A. The partner processed the newco with CIPC, and I paid the fees. Since then, I have done the annual filing with CIPC.

Unfortunately (actually, fortunately), the partnership fell apart before trading commenced. When we parted ways, I emailed them asking for the company information back, and the potential partner told me that I need to pay them for the companies. I haven't replied. I've confirmed with CIPC that I am still the sole director, and I've never signed any share certificates.

My questions are:

1. Do I have any concerns about the ownership of the entities?
2. Can I just issue myself the share certificates to have clear title?
3. Is there any future hold the potential partner could have?
4. If I issues shares, does an eSTT need to be processed with SARS, or is this just for share transfers?

Thanks in advance for any guidance you can provide.

[CLIVE-TRIANGLE]

Question 1. Only the directors can issue shares. So you should have no concerns regarding the equity holders.
Question 2. The companies act does not require that you issue share certificates. Shares can be certified or not, meaning an entry in the register of shareholders is sufficient.If you do opt for certificates, bear in mind that a certificate can only be cancelled on the presentation of the original.
Question 3. On the face if it no, but it depends on your past dealings with them.
Question 4. There is no STT on allotments / issues, only on transfers from one beneficial holder to another.

If you need the company docs, you merely have to register as a customer with CIPC and reprint them, at no charge.

[Dave A]

If you need the company docs, you merely have to register as a customer with CIPC and reprint them, at no charge.

In this day of widespread fraud and corruption, how much risk is attached to a non-friendly person have a set of the original company documents?

[CLIVE-TRIANGLE]

The docs are available to any presently serving director, and to the incorporator.

I guess with a fraudulent ID doc you could do some stuff. Most entities anyway want the current CIPC certificate, and that is available to absolutely anyone.

[Oilybohunk]

Clive,

Thanks so much for your response.

Oily