1. What is a Non-Profit Company (with members)?
A non-profit company is a company incorporated for public benefit or other object relating to one or more cultural or social activities, or communal or group interest. A non-profit company is not required to have members but may voluntarily choose to have members.
2. What is the definition of a member of a Non-Profit company?
The members of a Non-Profit company are persons who participate in the activities of the non-profit company, such as members of a church or a pension fund.
3. Are members different from directors of Non-Profit companies?
Yes directors manage the day to day running of the non-profit company whilst members are not involvedin the day to day running of the non-profit company.
4. What is the minimum number of directors a Non-Profit company (without members) must have?
A non-profit company must have at least three directors and may be registered with or without members. A Non-Profit company can also be registered without members.
5. What is the minimum number of incorporators a Non-Profit company (without members) must have?
A non-profit company must have at least three incorporators.
6. What is an incorporator?
An incorporator is a person or company forming a new company. An incorporator is not necessarily also a director nor a shareholder. A private company must have at least one incorporator. The director and incorporator may be one and the same person.
7. Who can be a director of a Non-Proft company (with members)?
Any person who is not disqualified from being a director by law and who holds a valid identity document/passport.
8. Which legislation and other legal documents govern a Non-Profit company (without members)?
All companies registered in South Africa including private, public, non-profit, state-owned and external companies are all governed by the Companies Act 71 of 2008 and the Constitution of the Republic of South Africa as well as each company's Memorandum of Incorporation. Other legislation is also applicable to companies depending on the industry and category of company the company may fall under.
9. What is a Memorandum of Incorporation?
All companies must have a Memorandum of Incorporation (MOI) which sets out the rules agreed by the incorporators, members, directors and officers of the company for the management and maintenance of the business. Non-Profit companies (with members) may be registered with a standard (Form COR 15.1D) or a customised MOI. The standard MOI is provided by law and is integrated into the company registration process (click here to preview a standard MOI, COR15.1D for Non-Profit companies (with members)). A customised or non-standard MOI allows incorporators, members, directors and officers of the company to impose certain conditions or waive certain requirements. Such MOIs must be attached to the applications and may require the assistance of a legally qualified person or someone with company secretarial knowledge. Non-Profit companies may not make use of the short standard nor the long standard MOI (Form COR 15.1A and Form COR 15.1B respectively) offered to private companies by CIPC as an option for the company's MOI.