Greetings. The company I work an overseas company,
Greetings. The company I work for...
Greetings.Submitted: 2 years ago.Category: South Africa Law
The company I work for is an overseas company, incorporated in Japan. It has two branch offices in South Africa, one in Cape Town and one in Durban. I am General Manager of the latter. Each of these offices is registered individually with CIPC as an "External Company", and each has its own individual registration number. I am the locally appointed and registered Representative Officer of the Cape Town Company, and have power of attorney to attend to local matters.
The offices presently operate independently of one another, each being responsible for receiving orders, carrying out work, invoicing and collecting. Each is responsible for its own management in all respects, including employment of staff. Each is audited annually by its own appointed auditors.
99% of our work is for overseas clients, and as a result, most of our revenue from invoicing is paid in USD. From time to time, when we have surplus funds, we remit a portion of them to Head Office in Tokyo.
Tokyo have expressed the intention to restructure and consolidate operations in South Africa, so that all functions will be under the control of Durban Office. Durban will receive and process work orders, allocate staff from either Durban or Cape Town, issue all invoices and collect remittance. It will also be responsible for all staff of both offices, and will pay all operating costs of both offices. This will render the Cape Town company unnecessary and redundant, so the intention is to close it down and deregister it. As stated, all control of Cape Town operations as well as staff, is to pass to Durban Office. Cape Town staff will remain in Cape Town.
In the medium term, Cape Town will continue to operate from leased premises, however all related costs will be paid by Durban.
Head Office have asked me to consult legal experts, to find out what is the easiest and most practical way to go about achieving the intended restructuring and de-registration of the Cape Town company. They require a detailed report, clearly describing and explaining the processes, formalities, implications (if any), documentation requirements, as well as an estimate of how long the process should take.
Are you able to provide?
One thing I should add, is that my employment contract expires in 2 months, so my PoA as LRO for Cape Town will lapse. The intention is to grant PoA to the General Manager of Durban Office, to succeed me in the capacity as LRO of Cape Town, in order to attend to any statutory matters which may arise after my retirement, should it not be possible to wind everything down before then.
To summarize, I need to know the easiest and most practical way for Durban to take over all operations of Cape Town, and de-register the Cape Town Company. Plus detailed explanation of the processes involved, documentation requirements, implications, and estimated time required to complete the excercise.
I hope I have been sufficiently clear in my explanations.
Hoping to hear from you soon.