All Countries
Corporate Governance
Articles Of Incorporation Close Corporation

Articles Of Incorporation Close Corporation Template for South Africa

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Articles Of Incorporation Close Corporation

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Articles Of Incorporation Close Corporation

"I need Articles of Incorporation Close Corporation for a professional consulting firm with three members to be established by March 2025, including specific provisions for intellectual property protection and a detailed profit-sharing arrangement."

Celebrated by
Collaborations with
Investors
Document background
Articles of Incorporation Close Corporation is a crucial legal document used in South Africa for establishing and governing close corporations. While no new close corporations can be registered since the implementation of the Companies Act of 2008, existing close corporations continue to operate and require these Articles for their governance. The document is essential for businesses seeking to maintain their close corporation status, as it outlines the fundamental structure, member rights and obligations, operational procedures, and governance framework. It must comply with the Close Corporations Act 69 of 1984 and includes vital information such as member details, capital contributions, business objectives, and management procedures. This document serves as the constitution of the close corporation and is filed with the Companies and Intellectual Property Commission (CIPC) as part of the official records.
Suggested Sections

1. Corporation Name and Registration Details: Full legal name of the close corporation, registration number, and date of incorporation

2. Registered Office: Physical address of the registered office of the close corporation

3. Objects and Powers: Principal business activities and general powers of the corporation

4. Members and Contributions: Details of founding members and their respective membership interests and contributions

5. Nature of Business: Detailed description of the business activities the corporation will engage in

6. Capital Structure: Details of members' contributions and percentage of interest in the corporation

7. Management and Administration: Rules governing the management of the corporation, including appointment of managers

8. Meetings and Resolutions: Procedures for conducting meetings and passing resolutions

9. Financial Year End: Specification of the corporation's financial year end

10. Accounting Records: Requirements for maintaining financial records and preparing annual financial statements

11. Bank Accounts: Provisions regarding the operation of bank accounts

12. Amendment Procedures: Process for amending the Articles of Incorporation

Optional Sections

1. Dispute Resolution: Specific procedures for resolving disputes between members, used when members want detailed conflict resolution mechanisms

2. Non-Competition: Restrictions on members engaging in competing businesses, included when members agree to such limitations

3. Buy-Sell Provisions: Detailed procedures for handling member exits and interest transfers, recommended for multi-member corporations

4. Intellectual Property Rights: Provisions regarding ownership and use of intellectual property, important for knowledge-based businesses

5. Foreign Operations: Provisions for conducting business outside South Africa, needed if international operations are planned

6. Special Purpose Vehicles: Provisions for creating and managing subsidiary entities, used when complex business structures are anticipated

Suggested Schedules

1. Schedule A - Member Details: Detailed information about members including contact details and contribution amounts

2. Schedule B - Initial Contributions: Itemized list of all initial contributions (cash, property, or services) by members

3. Schedule C - Business Assets: List of initial assets owned by the corporation

4. Schedule D - Authorized Signatories: List of members authorized to sign various documents on behalf of the corporation

5. Appendix 1 - Specimen Signatures: Original signatures of all founding members

6. Appendix 2 - Consent Forms: Statutory forms and consents required by the Companies and Intellectual Property Commission

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Act
Accounting Officer
Annual Financial Statements
Articles
Association Agreement
Business Day
Capital Contribution
Close Corporation
CIPC
Effective Date
Financial Year
Founding Statement
Income Tax Act
Interest
Member
Member's Contribution
Membership Interest
Official Working Hours
Ordinary Resolution
Principal Place of Business
Registered Office
Registry
Related Person
Republic
Secretary
Special Resolution
Solvency and Liquidity Test
South African Currency
Unanimous Resolution
VAT Act
Writing
Relevant Industries

Professional Services

Retail

Construction

Manufacturing

Technology

Consulting

Real Estate

Hospitality

Agriculture

Transportation

Education Services

Healthcare Services

Small-Scale Mining

Import/Export

Artisanal Services

Relevant Teams

Legal

Compliance

Corporate Secretariat

Executive Leadership

Finance

Administration

Risk Management

Operations

Business Development

Relevant Roles

Business Owner

Managing Member

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Chief Executive Officer

Managing Director

Business Development Manager

Financial Manager

Accounting Officer

Risk Manager

Operations Manager

Administrative Manager

Industries
Close Corporations Act 69 of 1984: The primary legislation governing the formation, operation, and dissolution of close corporations in South Africa. Contains specific requirements for Articles of Incorporation and member rights.
Companies Act 71 of 2008: While primarily focused on companies, this Act impacts close corporations through transitional arrangements and certain applicable provisions, particularly regarding business rescue and transparency requirements.
Income Tax Act 58 of 1962: Governs the taxation of close corporations, including registration requirements, tax obligations, and filing requirements.
Value-Added Tax Act 89 of 1991: Regulates VAT registration and compliance requirements for business entities including close corporations.
Business Names Act 27 of 1960: Provides regulations regarding the registration and use of business names, which must be considered in the Articles of Incorporation.
Electronic Communications and Transactions Act 25 of 2002: Relevant for modern business operations, covering electronic communications and digital signatures in business documents.
Consumer Protection Act 68 of 2008: Impacts how close corporations interact with consumers and must be considered in defining the corporation's purposes and activities.
National Credit Act 34 of 2005: Relevant if the close corporation will be involved in credit-related activities or seeking credit facilities.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Articles Of Association Document

A fundamental corporate governance document under South African law that establishes a company's internal management rules and operational framework.

find out more

Trust Articles Of Incorporation

A South African legal document establishing a trust entity and governing its structure, administration, and operation under local trust law.

find out more

Cooperative Articles Of Incorporation

A foundational legal document under South African law that establishes a cooperative's structure, governance, and operational framework in accordance with the Co-operatives Act.

find out more

Church Articles Of Association

A legal framework document establishing church governance and operations under South African law, defining organizational structure and management procedures.

find out more

Certificate Of Incorporation Form

An official CIPC document certifying a company's legal registration and existence under South African law.

find out more

Article Of Corporation Form

A fundamental legal document required under South African law that establishes a company's structure, governance, and operational framework.

find out more

Article Of Association Form

A South African legal document that establishes the internal rules and governance structure of a company, filed with CIPC during incorporation.

find out more

Articles Of Incorporation For A Nonprofit Corporation

A foundational legal document filed under South African law that establishes a nonprofit corporation's legal existence, structure, and governance framework.

find out more

Articles Of Incorporation Close Corporation

A statutory document under South African law that establishes a close corporation and governs its structure, management, and operations.

find out more

Articles Of Incorporation Application

A statutory document required under South African law for company registration with CIPC, outlining the company's fundamental structure and governance framework.

find out more

Certificate Of Incorporation Memorandum And Articles Of Association

A South African legal document establishing a company's existence and governing rules under the Companies Act 71 of 2008.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.