Module 02 · Foundations
Incorporation
Country-by-country incorporation playbooks for South Africa, Kenya, Nigeria, Ghana and Rwanda — entity types, timelines, cost, and holding-company structures investors expect.
Country playbooks
Pick a jurisdiction to see the entity type, timeline, cost and the exact filing sequence.
South Africa
Entity type
Private company (Pty) Ltd
Regulator
CIPC
Timeline
5–10 business days
Government cost
ZAR 175–1 000 (self-filed to agent)
Minimum people
1 shareholder, 1 director
Foreign ownership
100% foreign ownership permitted
Filing sequence
- 1Reserve company name with CIPC (or incorporate with registration number only)
- 2File CoR14.1 with Memorandum of Incorporation (MOI)
- 3Register for income tax and, if turnover warrants, VAT with SARS
- 4Register with UIF, SDL and the Compensation Fund once you employ staff
- 5Open a business bank account; expect FICA verification of all directors
Watch-outs
- B-BBEE ownership affects public-sector and corporate procurement scoring
- Exchange-control approval needed for offshore IP or share transfers
Choosing a structure
Structure follows capital. Restructuring later is possible but costs legal fees and investor patience.
Single operating company
Pre-seedOne local entity that trades and holds IP. Cheapest and simplest. Fine until you raise from offshore funds or expand to a second country.
Offshore holding + local opco
Seed onwardDelaware, Mauritius or Netherlands holdco owning local operating companies. Preferred by most international climate VCs for familiar law and clean exits.
Mauritius / Kenya hub
Africa-focusedMauritius GBC or Nairobi holdco gives treaty benefits across African markets and is well understood by DFIs and regional funds.
Non-profit + for-profit pair
Blended capitalA non-profit vehicle takes grant capital for R&D and community work; the company raises commercial capital. Requires arm's-length agreements and clear cost allocation.
Post-incorporation 30-day list
Legal & tax
- Signed founder agreement and IP assignment from every founder
- Share certificates issued and register of members opened
- Beneficial-ownership filing completed
- Tax registrations active; filing calendar in a shared diary
Operations
- Corporate bank account with dual authorisation
- Accounting system set up from the first transaction
- Employment contracts and statutory registrations for staff
- Insurance: public liability, and asset cover for field equipment