Hr. a. myburgh

„Geschäftsmöglichkeiten in Südafrika“ Aufbau einer Geschäftstätigkeit in Südafrika Foreign CounselHodler & EmmeneggerBern and Zürich Attorney and Notary Public of theHigh Court of South Africa • Supply and Distribution – Export to South Africa – Local distributor „Know Your Client“ Anti-Money Laundering Legislation – expect requests fordetails from: Private Company („(Proprietary) Limited“) Private Company vs Public Company
Constitution („Memorandum and Articles of Association“) Company legislation does not have „thin capitalisation rules“, but such rules are found in tax
legislation. Determination of share capital of non-resident held company depends on
investment requirements, and tax and exchange control considerations.
Private Company vs Public Company
Private Company
Public Company
Seven shareholders (except for wholly-owned subsidiary) Annual financial statements of publicrecord May have limitations on transferability of No limitation on transferability of shares.
Companies Bill 2007 – differentiation between „Closely Held Company“ and „Widely Held Company“ Registration by the Registrar of Companies/Registrar of Close Corporations, Companies and Intellectual Property Registration Office (CIPRO), Pretoria Certificate of registration with Registration Number Constitution (Memorandum and Articles of Association) Income (corporate) tax is levied on worldwide income.
Corporate (income) tax – 28%
Secondary Tax on Companies (STC) – 10% of distribution to shareholders
- STC to be phased out, to be replaced by withholding dividend tax charged to
shareholders at 10%
External companies – corporate tax at 33%, no STC
Capital Gains Tax (CGT) – 14%
Income tax – top marginal rate of 40% above ZAR490,000.
No tax on dividends received from local companies, therefore no withholding tax on dividends remitted to non-residents yet.
CGT – 10% at top marginal rate.
Value-Added tax (VAT) – 14% on taxable supplies of goods orservices bay VAT Vendor.
Liability to register as VAT Vendor – Compulsory if turnover fromsupplies is expected to exceed ZAR300,000 (about to be increased to ZAR 1 million) Transfer duty on transfer of immovable property –8% if transfer to company.
Marketable securities tax – 0.25% on transfer.
Withholding taxes (withholdings from remittances to non-residents): For CGT from sales of immovable property –7.5% (company), 5% (natural person) Switzerland and South Africa –Double Tax Agreement, effective from 1968.
Exchange Control authority of the South African Reserve Bank (to be renamed theFinancial Surveillance Department). Most commercial banks are authorised agents.
Primary impact on non-residents and their companies („affected persons“): • Correctly complete return and retain it • Endorse share certificate „Non-Resident“ without permission from Exchange Control authorities Contract –agreement with reciprocal performance undertakings having a lawfulpurpose.
South African resident can validly agree to: - Jurisdiction of foreign court of tribunal - Performance in foreign currency.(subject to Exchange Control approval, where necessary) • All land cadastrally surveyed. Ownership and transfers of land registered in Deeds.Registry (in major centres).
• No restriction of foreign ownership of land – yet.
- Conveyancer (usually appointed by seller) - Payment of transfer duty; tax due diligence on seller - Registration of transfer (and mortgage bond) at Deeds Registry Purchase of land by non-resident entity – register as external company.
Sale of land by non-resident – withholding tax for CGT • Patents –--.South Africa member of Patent Convention Treaty which allows extension of --.convention country patents under treaty.
• Copyright (no registration, except for films) • South Africa not yet member of Madrid Agreement and Protocol on --.international trade marks • Statutory protection given to registered trade marks: - Parallel imports (notice requirement by vendors-.not authorised by trade mark holder) Purpose –To redress historic imbalances resulting from Black people havingbeen denied access to the economy.
Broad-Based Black Economic Empowerment Act Broad-Based Black Economic Empowerment Act: Management control over business enterprises „Geschäftsmöglichkeiten in Südafrika“ Aufbau einer Geschäftstätigkeit in Südafrika Foreign CounselHodler & EmmeneggerBern and Zürich Attorney and Notary Public of the High Court of South Africa

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