Business documents in South Africa

Companies are incorporated with the Companies and Intellectual Property Commission (CIPC) under the Companies Act 71 of 2008. Most owner-managed businesses choose a private company, recognisable by the “(Pty) Ltd” suffix and a registration number ending in /07. Other forms include personal liability companies (Inc.), public companies (Ltd) and non-profit companies (NPC). Close corporations can no longer be formed, but existing CCs still trade and file with CIPC.

Incorporation produces a Memorandum of Incorporation (MOI) and a registration certificate (CoR14.3), and these are the documents banks, landlords and corporate customers ask for when onboarding you. Keep them with your share register, director resolutions and your SARS registration letters, because a typical vendor-registration pack combines all of them.

Every company must file an annual return within 30 business days after the anniversary of its incorporation; close corporations file in their anniversary month or the month after. Since CIPC began strictly enforcing beneficial ownership filing on 1 July 2024, the annual return must go with a beneficial ownership declaration and the securities or beneficial interest register. CIPC treats an entity that stops filing as inactive and can deregister it, which is a common and avoidable reason that supplier accounts get frozen.

VAT is charged at a standard rate of 15%. The increases announced in 2025 (to 15.5% and then 16%) were reversed, so 15% remains in force. Since 1 April 2026 SARS applies a compulsory registration threshold of R2.3 million in taxable supplies over 12 months (previously R1 million), and voluntary registration is possible once supplies exceed R120,000 (previously R50,000). SARS notes that these figures came from the 2026 Budget and are going through Parliament’s legislative process, so check the current position on the SARS VAT page before you rely on them.

Section 20 of the Value-Added Tax Act 89 of 1991 says when a vendor must issue a tax invoice and what it must contain. The supplier has to issue it within 21 days of the supply. Where the consideration exceeds R5,000, a full tax invoice is required. Where it is R5,000 or less, an abridged tax invoice is enough, and where it is R50 or less no tax invoice is needed, although the buyer still needs a till slip or docket showing the VAT to claim input tax.

Section 21 covers credit and debit notes. Use one when the price changes after invoicing, goods come back or a supply is cancelled, rather than editing or reissuing the original invoice. A credit note should reference the original tax invoice and show the VAT adjustment, so both sides can correct their VAT201 returns.

South African buyers, especially in mining, construction and the public sector, tend to run a strict “three quotes” procurement habit. A quotation is expected to be on letterhead, with a quote number, validity period (often 30 days), lead time, delivery terms and whether prices include VAT. Many tenders and request-for-quotation (RFQ) packs also ask for a tax compliance status PIN from SARS, a B-BBEE certificate or sworn affidavit, and, for government work, a Central Supplier Database (CSD) number.

Once accepted, the buyer issues an official purchase order, and suppliers generally will not deliver without one, because accounts payable will match the PO number on your tax invoice before paying. A delivery note signed by the receiving clerk (often called a “GRV”, or goods received voucher, on the buyer’s side) completes the three-way match. Leaving the PO number off your invoice is the most common reason invoices are rejected.

Proforma invoices are widely used for deposit requests and for importers who need a document for their bank or freight forwarder before goods ship. A proforma is not a tax invoice, so it must not be used to claim input VAT. Issue the proper section 20 invoice once the supply happens.

Section 29 of the Basic Conditions of Employment Act 75 of 1997 requires employers to give each employee written particulars of employment when they start, including the employer’s details, job title or description, place of work, start date, ordinary hours and days, wage and rate of pay, overtime rate, other cash or in-kind payments, leave and notice periods. If the employee cannot understand the document, it must be explained in a language they do understand. In practice, an employment contract covers these particulars, and an offer letter is followed by the signed contract on or before the first day.

Section 33 requires a written pay statement on every pay day, showing the employer’s name and address, the employee’s name and occupation, the pay period, gross remuneration, each deduction and its purpose, and the net amount paid. Under section 31, records of time worked and remuneration must be kept for three years from the last entry. When employment ends, section 42 entitles the employee to a certificate of service with dates, job title and final remuneration. The reason for leaving is included only if the employee asks for it.

Employers deduct 1% of remuneration from employees for the Unemployment Insurance Fund (UIF) and add a matching 1%. Contributions are calculated on earnings up to R17,712 a month and declared and paid to SARS on the monthly EMP201 with PAYE and the Skills Development Levy. Employers not registered with SARS for employees’ tax register with the UI Commissioner instead. Separately, the Compensation for Occupational Injuries and Diseases Act (COIDA) requires registration with the Compensation Fund and an annual Return of Earnings, and a letter of good standing from the Fund is a standard tender requirement.

Service agreements, supply agreements, NDAs and memoranda of understanding are governed by common law contract principles, and most do not need any formality to be valid. The Electronic Communications and Transactions Act 25 of 2002 (ECTA) recognises electronic signatures. Where a law specifically requires a signature, an advanced electronic signature may be needed, and a few transactions, such as agreements for the sale of land and wills, are excluded from electronic execution.

South Africa has no general stamp duty on contracts. It was abolished in 2009, so agreements do not need stamping. Notarisation is needed only for particular instruments, such as notarial bonds or documents going abroad that need an apostille. Agreements with the state or state-owned entities usually follow the buyer’s own standard terms, and the supplier’s side is a signed SBD or tender declaration rather than a negotiated contract.

SARS also runs Customs and Excise. Section 59A of the Customs and Excise Act 91 of 1964 requires importers and exporters to register with SARS (form DA 185 or the electronic registration system on eFiling) before they clear goods. A person whose imports or exports total less than R150,000 in a calendar year is excluded from formal registration and can use the general code with their tax or ID number on the declaration.

Clearance is done on a bill of entry or customs declaration, usually lodged electronically by a licensed clearing agent, and must be supported by the commercial invoice, transport documents and any permits. Goods of R500 or less with no duty payable can be released on a simplified form. A clear commercial invoice with HS-friendly descriptions, Incoterms, currency, origin and the buyer’s customs code saves days at the border, and a packing list showing marks, weights and package counts helps with physical inspection.

For preferential trade, SARS issues and certifies SADC certificates of origin (the 13-block version is replacing the 12-block form) and administers origin under the EU, EFTA, UK, AfCFTA and other agreements, including the China zero-tariff preference scheme implemented on 1 June 2026. Non-preferential certificates for other markets are typically issued by chambers of commerce.

The Tax Administration Act 28 of 2011 generally requires taxpayers to keep records for five years from the date the related return is submitted, longer if an audit or objection is open. VAT vendors should keep tax invoices, credit and debit notes, import documents and the records behind each VAT201. Employers keep BCEA records for at least three years, and the Companies Act requires company records such as minutes and the securities register to be kept for years after the event. Electronic storage is allowed provided records are complete, readable and accessible to SARS on request.

English is the default language of commerce, but any of the official languages can be used, and a document an employee does not understand must be explained under the BCEA. Invoices are normally in rand. If you invoice an export customer in US dollars or euro, keep a record of the rand conversion used for your VAT and income tax returns.