Entity Structures · Companies Act 2008 · SARS 2025/2026
Pick the rightlegal structure.
Answer a few plain-English questions and we will point you at the correct South African entity — from a Sole Proprietor right up to a Public Company or Trust. Then compare every vehicle side-by-side in one dense, honest matrix.
Step 1 · Decision Tree
Entity Structuring Questionnaire.
One question at a time. Nine total — most founders only need four or five to land on the correct structure.
Question 1 of 9
What is the primary purpose of the entity?
We start with the single most important lens: profit motive vs. public benefit.
Step 2 · Side-by-Side Matrix
South African Legal Entity Comparison.
Every commonly-used SA structure compared across governance, ownership, taxation and compliance. Hover any column to isolate it.
| Feature | Sole Proprietor Individual | Partnership Common Law | Personal Liab. Co (Inc.) | Close Corp (CC) | Private Co (Pty) Ltd | Public Co (Ltd) | Non Profit (NPC) | Trust Trust Deed |
|---|---|---|---|---|---|---|---|---|
Legal & Governance | ||||||||
| Separate Legal Entity? | No | No | Yes | Yes | Yes | Yes | Yes | Yes (for tax/admin) |
| Owner Liability | Unlimited | Unlimited (Joint & Several) | Limited (but Directors liable for negligence) | Limited | Limited | Limited | Limited (Guarantors) | Limited |
| Governing Legislation | Common Law | Common Law | Companies Act 2008 | CC Act 1984 | Companies Act 2008 | Companies Act 2008 | Companies Act 2008 | Trust Property Control Act |
| Founding Document | None | Partnership Agreement | MOI (Memo of Incorporation) | Founding Statement | MOI | MOI | MOI | Trust Deed |
| Management By | Owner | Partners | Directors | Members | Directors | Directors | Directors | Trustees |
Ownership & Capital | ||||||||
| Owners Designated As | Owner | Partners | Shareholders | Members | Shareholders | Shareholders | N/A (Guarantors) | Beneficiaries |
| Capital Raising | Personal / Bank | Partners / Bank | Private Issue | Member Contributions | Private Issue / VC | Public Exchange (JSE) | Donations / Grants | Donor / Founder |
| Continuity (Lifespan) | Ends on death/insolvency | Ends on death/exit of partner | Perpetual | Perpetual | Perpetual | Perpetual | Perpetual | Perpetual (until dissolved) |
Taxation (SARS Rates · 2025/2026) | ||||||||
| Taxable Entity | The Individual | The Individual Partners | The Company | The Corporation | The Company | The Company | The Company (Exemptions apply) | The Trust |
| Income Tax Rate | 18% – 45% (Sliding Scale) | 18% – 45% (Sliding Scale) | 27% Flat Rate | 27% Flat Rate | 27% Flat Rate | 27% Flat Rate | 27% (If trading) | 45% Flat Rate |
| Effective Capital Gains Tax | Max 18% | Max 18% | 21.6% | 21.6% | 21.6% | 21.6% | 21.6% | 36% |
| Dividends Withholding Tax | N/A | N/A | 20% | 20% | 20% | 20% | N/A | N/A |
Compliance & Assurance | ||||||||
| CIPC Annual Returns | No | No | Yes | Yes | Yes | Yes | Yes | No (Master of High Court) |
| Mandatory Audit? | No | No | PIS Score Dependent | PIS Score Dependent | PIS Score Dependent | Yes, always | PIS Score Dependent | Trust Deed Dependent |
| Accounting Officer / Review | No | No | Independent Review (if no audit) | Accounting Officer | Independent Review (if no audit) | N/A (Audit req.) | Independent Review (if no audit) | No (Unless in Deed) |
Disclaimer: This matrix is a high-level summary for orientation only. Tax rates and thresholds reflect SARS guidance for the 2025/2026 year of assessment and may change. Always confirm your specific facts with a registered professional before incorporating, restructuring or filing.
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