Selling your share in a business in ZAR

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Hi All,

Need some advice or pointers with regards to selling my share in a CC back in South Africa. Apart from changing the members and shares from a CC perspective (CIPC) what else is legally required?

Thanks,

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[HadEnoughofJuju]

Make sure that you draw up a deed of sale specifically stating that after the sale your are no longer responsible for any aspect of the business or its assets. Get yourself removed from any bank accounts and check what you need to submit to SARS (if anything) regarding the business.

Might be worth paying a specialist to handle it all for you.

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Hi HEOJJ,

That is what I was thinking, getting some specialist input but seeing that it is a weekend I thought I would pick some brains on the forum I just want to ensure I cover all my basis and do things legally the right way, last thing I need is for something to come back and bite me in the backside later on.

Can anyone recommend specialist in this area of expertise or company?

tx

[Brad76]

1. Have contract of sale detailing the terms

2. Draw up a simple resignation letter resigning as a member.

3. Submit the change in membership interest docs to cipc with certified copies of your ID, resignation etc asap after the effective date.

4. Payment of securities transfer tax. I think this must be paid by the CC (unlisted inv) and can be recovered from the buyer.

5. Consider CGT implications - both sides!

If there CC was property holding (residential) the would change things

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Thanks Brad!

Do you work in this line of business?

Besides point nr 2 I have considered the others. My biggest concern was CGT but after spending some time reading through "The ABC of Capital Gains Tax for Individuals" The ABC of Capital Gains Tax for Individuals - South African ... I am more at easy as I doubt it would be of relevance in my situation.

Still pondering whether it would be advisable to get a attorney draw up (1). We are making use of our accountants for (3-4).

[Hugo2]

1. Have contract of sale detailing the terms

2. Draw up a simple resignation letter resigning as a member.

3. Submit the change in membership interest docs to cipc with certified copies of your ID, resignation etc asap after the effective date.

4. Payment of securities transfer tax. I think this must be paid by the CC (unlisted inv) and can be recovered from the buyer.

5. Consider CGT implications - both sides!

If there CC was property holding (residential) the would change things

Good day to all

Excellent list of pointers. If you on 457, probably no CGT event in Australia, but if on PR probably a CGT event in Australia and not in SA. If it is a PRop Co, as indicated, a CGT event will need to be reported, you need to pay CGT but the person doing "share" transfer will have to withhold the STT (security transfer tax old stamp duty) and the CGT where the proceeds exceed R2m. All sales irrespective of value will result in CGT if it is PropCo, the R2m speaks to withholding tax only.

Ensure the transfer secretary provides you with proof that your name was removed as a public officer of the company, as member at CIPC and as a responsible person at Deeds Office and local authority iro property and licensed vehicles if any.

Ensure you paid CGT on the tax value of the "shares" when you became tax non-resident but if you are on 457, CGT event is only on date of sale (not transfer as the tax time line is sale, the CIPC time line is registration date). If you ATO tax resident reporting on WW income, do ensure you have a market value on the date you became tax resident.

If you are one of two or more members, consider a share buy back by the company rather than a share transfer.

Ask transfer secretary to obtain tax good standing before and 6 months after tax year end returns were filed, as well as proof of new public officer (CIT, VAT, PAYE i.e. Three different confirmations as a minimum) and change of SARS address.

Ensure bank letter, confirming they took note and have released you from any guarantees held, best is to ensure cancelled guarantee is returned to you.

Greetings