Every private company in South Africa has statutory duties under the Companies Act 71 of 2008 — whether you have one director or ten. RFH Inc's admitted attorneys advise directors on those duties, draft the resolutions, registers and agreements your company needs, and guide you on staying compliant and protecting the board — on a predictable monthly retainer.
Most private companies — especially owner-managed businesses — neglect company secretarial compliance until something goes wrong. A CIPC deregistration notice arrives. A bank requires up-to-date resolutions. A shareholder dispute arises and there are no minutes on record. A director is exposed to personal liability because a filing was missed.
The Companies Act imposes real obligations on private companies and their directors. Non-compliance carries financial penalties, potential personal liability, and reputational risk. Yet full-time company secretarial staff is an unnecessary cost for most private companies.
That is exactly where RFH Inc's monthly retainer fits. You get the judgement of an admitted attorney — not just a compliance administrator — advising your directors on the company's statutory obligations and drafting what the Companies Act requires, for a predictable monthly fee.
This service is designed specifically for private companies (Pty Ltd) — not listed entities or large corporations with in-house legal teams.
It is ideal for:
If you are unsure whether your company's records are in order, book a compliance audit consultation and we'll give you an honest assessment.
The following services are covered under the monthly retainer, depending on your selected tier. Ad hoc attendances outside the scope of the retainer are billed at a reduced hourly rate.
Attorney guidance on your company's annual CIPC obligations, with the required annual return prepared and attended to as part of your retainer so deadlines aren't missed. Any statutory fee payable to CIPC is separate and not included in the retainer.
Advice on the legal requirements for director appointments and resignations, drafting of the board resolutions approving the change, and preparation of the supporting statutory documentation.
We prepare, review and advise on your securities (share) register, directors register and the other statutory registers the Companies Act requires your company to keep.
Drafting of board resolutions for routine company decisions — banking mandates, signing authorities, property transactions, loan approvals. Proper minutes maintained for all board meetings.
Notices and agendas for annual general and special meetings. Drafting of ordinary and special resolutions, with advice on when a resolution requires shareholder approval or a statutory filing.
Advice on your registered office requirements and preparation of the documentation to record a change of registered address. Where required, we can arrange a registered office address for your company.
Drafting and advice on amendments to your Memorandum of Incorporation, with preparation of the supporting statutory documentation, so your MOI stays current and enforceable.
Legal advice on share transfers between shareholders, drafting of the transfer resolutions and share certificates, updating of the securities register, and drafting of shareholders agreements where needed.
Advice on your beneficial ownership obligations and preparation of the Beneficial Ownership Register required by the Companies Act amendments and the Financial Action Task Force (FATF) recommendations applicable to South Africa.
Ongoing monitoring of your company's compliance status. Proactive alerts for upcoming filing deadlines, changes in legislation, and any CIPC notices or correspondence.
Drafting of resolutions required by banks and financial institutions — new accounts, loan approvals, signatory changes, property transactions, and related authorisations.
As an attorney-backed service, the retainer includes a set number of monthly advisory minutes for quick company law queries — no need to book a separate consultation for routine questions.
Legal advice on changing your company name, drafting of the special resolution and board resolution, and preparation of the supporting documentation. Updated company records and replacement share certificates prepared where required.
Attorney-assisted incorporation of new private (Pty Ltd) companies — advice on company structure, a standard or customised Memorandum of Incorporation, first directors and registered office, with the incorporation documents prepared for you. Also available for close corporations where applicable.
Drafting and reviewing shareholders agreements that regulate the relationship between shareholders — decision-making thresholds, deadlock mechanisms, share transfer restrictions, pre-emptive rights, restraints, and exit provisions. Contact us for a quote based on your structure.
Attorney review of commercial contracts entered into by the company — supply and service agreements, lease agreements, distribution agreements, terms and conditions, and NDA review. Written risk commentary and recommended amendments included. Contact us for a quote based on contract complexity and length.
All retainer tiers include attendance at the Annual General Meeting. Board meetings, committee meetings (remuneration, audit, risk), and special general meetings are charged additionally — meetings can run for hours and are scoped and quoted per meeting. Agenda preparation, attendance (Pretoria/Johannesburg or by video), drafting of minutes, and distribution all included in the per-meeting fee.
Our company secretarial service is offered on a fixed monthly retainer — you know exactly what you're paying each month. The right tier depends on the complexity of your company and your typical volume of attendances. Contact us for a tailored quote.
All tiers exclude CIPC filing fees, which are payable directly to CIPC. VAT excluded where applicable. Attendances outside tier scope billed at a preferential rate for retainer clients.
Not every company needs a monthly retainer. Many secretarial and legal attendances can be handled as once-off instructions at a fixed fee agreed upfront — before any work begins. No surprises, no open-ended billing.
Whether you need a single director change, a company name change, a shareholders agreement, or a contract reviewed, contact us with your specific requirement and we will give you a firm quote.
Retainer clients receive a preferential rate on all attendances outside their tier scope.
Request a Fixed-Fee QuoteAll fees quoted in advance. CIPC filing fees are disbursements payable separately. VAT excluded.
Private companies face compliance obligations well beyond CIPC filings. The following statutory requirements can be added to any monthly retainer. Each is scoped and quoted based on your company size, workforce, and industry — the amounts shown are indicative starting points.
Designated employers (50 or more employees) are required to comply with the Employment Equity Act 55 of 1998. Obligations include establishing and facilitating an EE Committee, preparing and updating the Employment Equity Plan, and submitting annual statutory reports to the Department of Employment and Labour.
Companies paying Skills Development Levies must engage with their relevant SETA. Workplace Skills Plans and Annual Training Reports must be submitted annually to qualify for mandatory and discretionary grant claims. Deadlines are strict — late submissions forfeit levy refunds.
The Protection of Personal Information Act 4 of 2013 imposes ongoing obligations on all organisations that process personal information. Non-compliance carries significant penalties. The Information Regulator is actively enforcing obligations including Information Officer registration, which is mandatory.
Additional regulatory obligations may apply depending on your industry, workforce size, or trading activities — including BBBEE compliance, Occupational Health & Safety (OHSA), and industry-specific licensing. Contact us to discuss your full compliance profile and we will identify what applies to your company.
Many business owners discover the cost of non-compliance only when it's too late. These are the most common consequences we see.
Failure to file annual returns leads to a CIPC notice and ultimately deregistration of your company. Reinstating a deregistered company is costly and disruptive.
The Companies Act creates personal liability for directors who fail to comply with its requirements. Proper minutes and resolutions protect you. Their absence exposes you.
Banks frequently require board resolutions and up-to-date CIPC documents before processing loans, account changes, or property transactions. Non-compliance creates costly delays.
When share register records are not maintained and resolutions are not minuted, shareholder disputes become far more difficult and expensive to resolve. A complete paper trail is your best protection.
The Beneficial Ownership Register is a new requirement with real penalties for non-compliance. Institutions are increasingly scrutinising company structures under FATF requirements.
The CIPC and other regulators have the power to impose administrative penalties for non-compliance. These are avoidable costs — and entirely unnecessary with the right support in place.
Under the Companies Act 71 of 2008, private companies (Pty Ltd) are not legally required to appoint a formal company secretary — that obligation applies to public companies. However, private companies are still subject to all of the underlying compliance obligations: annual returns, registers, resolutions, and record-keeping. Many private companies simply outsource this function to a professional service rather than attempt to manage it themselves without expertise.
A compliance administrator can file your returns and maintain registers. An attorney does all of that — and can also advise you on the legal implications of a director change, draft a shareholders agreement when a new investor comes in, or tell you when a resolution you want to pass actually requires shareholder approval. The value of an attorney-backed service is that your company secretary service doubles as access to legal advice on company law matters, included within the retainer.
If your company has outstanding obligations or has been flagged for deregistration, we can advise on the legal position and prepare the documentation needed to bring your company's records back in order — before moving onto a monthly retainer to keep it that way going forward. Contact us to discuss your situation and we'll advise on the most efficient path.
Following South Africa's FATF greylisting, the Companies Act was amended to require all companies to maintain a Beneficial Ownership Register — a record identifying the natural persons who ultimately own or control the company. This register must be kept up to date and lodged as the Companies Act requires. Non-compliance carries penalties. We advise on and prepare the beneficial ownership register within our Standard and Premium retainer tiers.
Yes. Once-off attendances — such as a director change, a specific resolution, a share register update, or advice on bringing your compliance up to date — can be handled on an ad hoc basis billed at our standard hourly rate. The monthly retainer makes financial sense for companies that have an ongoing volume of secretarial attendances or who want the peace of mind of proactive compliance management. We can advise at your initial consultation which approach suits your situation.