Kilgetty Statutory Services Corporate profile
OUR SERVICES
Kilgetty Statutory Services (Pty) Ltd is a company secretarial service provider and registered CIPRO agent who offer a professional service for processing annual returns. Please contact our offices should you wish for us to urgently assist in the following:
• Ascertain the outstanding CIPRO annual returns of your organisation
• Cancel the current deregistration if the entity is on the A or B deregistration list with CIPRO
• Process and pay the outstanding CIPRO annual returns
COMPANY SECRETARIAL SERVICES
Please remember that we are Cape Town’s leading company secretarial service provider and we are able to assist your organisation with the following transactions:
• To act as the registered address of your entity;
• Maintain the statutory records and minute books;
• Change of Directors;
• Share transfers;
• Change in public officer;
• Share allotments;
• Change in year ends;
• Increase in share capital;
• Share buy backs and the redemption of shares;
• Compilation of all resolutions;
• Attendance at Annual General Meetings and Director meetings;
• VAT, UIF, PAYE registrations;
• Formation of new (Pty) Ltd and public Companies;
• Conversion of (Pty) Ltd entities to CC’s and vice versa.
Q & A with Chris Wilson
Kilgetty Statutory Services
Kilgetty Statutory Services
What vacation ownership related services does Kilgetty offer
[Chris Wilson] Kilgetty is a company secretarial consulting practice. Some of the services we offer which assist the vacation ownership market include new Company formations for new fractional ownership developments, share transfers from existing shareholders to new buyers in the secondary market, Director changes, assisting with the convening of the Annual General Meeting of the syndication each year and the day to day statutory compliance of a Company registered in South Africa.
Is Kilgetty part of a group of companies or organisation
[Chris Wilson] Kilgetty provides company secretarial services to many Auditing/legal practices and the business community throughout South Africa. Kilgetty is affiliated to BDO, the 5th largest Auditing and Business Advisory firm in South Africa.
Can Kilgetty assist any individual or shareholder wishing to sell any of their vacation ownership shares privately
[Chris Wilson] Kilgetty can assist an individual in ascertaining who holds the statutory records of the syndication and with the consent of the Directors of the syndication, process the change in shareholding and provide the new buyer with the necessary share certificates.
How do you see your services supporting sustainable growth in the fractional market in Africa
[Chris Wilson] The fractional ownership market in South Africa has not utilised the services of a Company like ourselves in the past. We have the necessary skills to assist the fractional ownership developers and the Directors of existing fractional ownership developments in ensuring that their fractional ownership entity complies with the Companies Act.
Can you recommend 4 essentials that consumers should ask any vacation ownership sales before they put pen to paper
[Chris Wilson]
Is the entity currently up to date with its annual audit and have all tax returns been submitted to the South African Revenue Service. I would request an up to date tax clearance certificat.
I would recommend requesting a copy of the last audited Annual Financial Statements to ascertain whether the entity is solvent.
Are the CIPRO fees up to date and have all Companies Act requirements been complied with. This is an important question as the Registrar of Companies (CIPRO) is able to deregister any entity in South Africa who have not paid their annual return fee. The deregistration of an entity results in the withdrawal of its juristic status and limited liability of directors. The assets that the entity may have had at time of deregistration, will be forfeited to the state in terms of bona vacantia.
What fees are being levied by the management Company and are all shareholder levies up to date.
Do you see the 2010 FIFA world cup having an impact on the shared vacation ownership market here in South Africa
[Chris Wilson] The FIFA World Cup will be a great opportunity for existing fractional ownership developments to present their assets to possible new foreign investors who may see the opportunity of owning a small share in a South African development.
Contact Details
| Location: Cape Town, Western Cape, South Africa Contact person: Chris Wilson Office Phone: + 27 (0)21 417 8734 Cell Phone: Not Available Email: Email agent Website: Visit website |
Featured Article
New tax implications for Fractional Ownership
Outright ownership of a second home on a golf course or in some other luxury destination has moved beyond the vast majority. This has brought about the upswing in fractional ownership through which individuals can own a fraction or part of that dream.
Legally, fractional ownership normally takes two forms. It can be achieved through the purchaser acquiring a stake in a company which owns the property, or through the purchaser holding an undivided share in the property. The first method has been targeted in the latest set of tax amendments by the South African Revenue Services (SARS).
Ordinarily, VAT is charged where there is a supply of goods or services made by a vendor. The definition of "goods" in the VAT Act includes "immovable property". Immovable property is again defined as including "any share in a share block company which confers a right to or an interest in the use of immovable property". Therefore, where a sale of a share in a share block company takes place, it is subject to VAT if the seller is a vendor. Most developers would be VAT registered as they are supplying goods, and carrying on a trade, with throughput which would exceed the registration threshold of R1m.
Transfer duty on the other hand taxes the acquisition of immovable property which is NOT subject to VAT. Transfer duty also applies to the acquisition of shares in companies mainly consisting of immovable property dedicated to residential use – a "residential property company". The fair value of the immovable property in that company must comprise more than 50% of the aggregate fair market value of all assets held by that company for transfer duty to apply to such a company. Residential property would include normal houses, holiday homes and similar abodes.
So it would appear that one was either caught under VAT or under transfer duty, and clever structuring through a corporate structure would not help. But a gap was found.
Tax expert Grant Bayne explains: "A sale of a share in a share block company could escape transfer duty under certain conditions. An example of this is where a share in a share block company is sold by a non-vendor shareholder. As the seller is not a vendor, the sale falls outside of the VAT net. The sale of the share also falls outside the Transfer Duty Act if the company is not a residential property company.
"This loophole could have arisen where shares in certain companies are offered as fractional ownership. The companies are constructed in such a way that they don't fall under the definition of a residential property company. The sale by the developer will be subject to VAT as fixed property, but any subsequent sales would have fallen outside the Transfer Duty where the fractional ownership is, for example, in respect of an apartment block, hotel or structure of five units or more."
This loophole has now been closed. Bayne goes on: "Where one acquires a stake in a company holding immovable property, the purchaser of the shares would have a right to use the property for certain periods. This would be a right granted in the shareholder agreement (or whatever the document is called by the relevant developer). It is the granting of this right of use that brings the scheme into the ambit of the Share Blocks Control Act."
A "Share Block Scheme" is defined in the Share Blocks Control Act as "any scheme in terms of which a share confers a right to or an interest in the use of immovable property".
"This leaves very little doubt that the definition includes fractional ownership where it is held through a company structure. There is also little room to structure differently as the ultimate aim is the use of that dream home on the golf course, or by the sea. It is that "use ...
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