The first three months of a new business are busy. Founders are building a product, finding customers and trying to keep costs down. Legal and compliance work is easy to postpone, and most of it seems to cost money without producing anything visible.
The problem is that early gaps are expensive to fix later. A co-founder who leaves without a signed agreement, code written by a contractor who never assigned the intellectual property, or a missed registration with SARS can surface at exactly the wrong moment: when an investor or buyer starts their due diligence. This checklist sets out what South African founders should deal with in the first 90 days, in a sensible order.
Days 1 to 30: set up the company properly
Choose the right vehicle and register it
Most startups that intend to raise capital or employ staff register a private company under the Companies Act 71 of 2008. Registration with the Companies and Intellectual Property Commission (CIPC) is quick, but the decisions behind it deserve more thought: who the shareholders and directors will be, how many shares each founder will hold and whether a holding company or trust should sit above the founders.
Decide on the memorandum of incorporation
Every company has a memorandum of incorporation (MOI). The CIPC standard form is fine for many small companies, but it does not deal with matters that become important once there are several founders or outside investors, such as share classes, pre-emptive rights and special approval thresholds. Make a deliberate choice rather than accepting the default without reading it.
Sign a founders’ or shareholders’ agreement
This is the single most important early document. It should cover roles, decision-making, vesting of founder shares, what happens if a founder leaves (good leaver and bad leaver terms), deadlock, restraints and the transfer of shares. It is far easier to agree these terms while everyone is optimistic than after a dispute has started.
Issue the shares and keep the registers
Shares must be properly issued, with board resolutions authorising the issue and a securities register recording who holds what. Companies must also file beneficial ownership information with the CIPC and keep it up to date when it changes. The CIPC has warned that failure to file can have serious consequences, including problems with annual returns and, ultimately, deregistration.
Secure the intellectual property
Anything a founder created before the company existed, such as code, designs or a brand, belongs to that founder until it is assigned in writing. Each founder should sign an IP assignment in favour of the company. The same applies to freelancers and developers: under the Copyright Act 98 of 1978, a contractor generally owns the copyright in work they create unless there is a written assignment.
Tax registration and a business bank account
New companies are generally registered for income tax with SARS through the CIPC registration process, but confirm that you have a tax reference number and that your details are correct on SARS eFiling. Open a separate business bank account from the start and keep personal and company money apart.
Days 31 to 60: trade safely
Customer terms and supplier contracts
Put standard terms in place before you start selling. They should deal with pricing and payment, delivery or service levels, limitation of liability, intellectual property, termination and dispute resolution. If you sell to consumers, the Consumer Protection Act 68 of 2008 will limit what you can exclude, so your terms must be drafted with it in mind.
Website, privacy and online sales
If you sell online, the Electronic Communications and Transactions Act 25 of 2002 (ECTA) requires certain information to be displayed on your website, and gives consumers a cooling-off right in many online transactions. You will also need a privacy policy that reflects how you actually handle personal information under the Protection of Personal Information Act 4 of 2013 (POPIA).
POPIA basics
Under POPIA, the head of a private body is its information officer by default, and information officers must be registered with the Information Regulator. Map what personal information you collect, why you collect it and where it is stored, and put basic security and access controls in place early. This is much easier at the start than after you have built systems that ignore it.
Protect your brand
Search the trade marks register before you invest heavily in a name or logo, and consider filing an application under the Trade Marks Act 194 of 1993. Registering a company name with the CIPC does not give you trade mark rights, and a domain name does not either.
Days 61 to 90: hiring and ongoing compliance
Your first employees
Every employee needs written particulars of employment that comply with the Basic Conditions of Employment Act 75 of 1997. Use proper employment contracts that include confidentiality and IP clauses and, where justified, a reasonable restraint. Be careful about labelling people as independent contractors when they work like employees; the label in the contract does not decide the issue.
Employer registrations
Once you employ staff, you must register with SARS as an employer within 21 business days of becoming an employer, and register for UIF and, where applicable, the skills development levy. You must also register with the Compensation Fund under the Compensation for Occupational Injuries and Diseases Act 130 of 1993 (COIDA).
VAT
The 2026 Budget announced an increase in the compulsory VAT registration threshold from R1 million to R2.3 million of taxable supplies in a 12-month period, effective 1 April 2026, and an increase in the voluntary registration threshold to R120,000. SARS has said it is applying the new thresholds while the amending legislation completes the parliamentary process. Monitor your turnover and register when you are required to; voluntary registration can also make sense if most of your customers are VAT vendors.
Annual compliance
Diarise your CIPC annual return, which is due each year within 30 business days after the anniversary of incorporation, together with provisional tax and income tax deadlines. Missed annual returns are a common reason companies are deregistered.
Your 90-day checklist
- Choose the structure and register the company with the CIPC.
- Review the MOI and decide whether it needs to be tailored.
- Sign a founders’ or shareholders’ agreement with vesting and leaver terms.
- Issue shares properly, set up the securities register and file beneficial ownership information.
- Obtain written IP assignments from founders and contractors.
- Confirm SARS income tax registration and open a business bank account.
- Put customer terms, supplier contracts and NDAs in place.
- Publish compliant website terms and a privacy policy, and register your information officer.
- Search and, if appropriate, file your trade mark.
- Use compliant employment contracts and complete PAYE, UIF, SDL and COIDA registrations when you hire.
- Track turnover against the VAT thresholds.
- Diarise annual returns and tax deadlines.
How O’Reilly Law can help
Our startup law packages cover the legal work most founders need in their first months: company registration and MOI review, founders’ and shareholders’ agreements, IP assignments, customer terms, privacy policies and employment contracts. We work at fixed fees where possible and can help you prioritise if you cannot do everything at once. When you are ready to raise capital, we can also prepare the company for investor due diligence.
Contact us to get your startup’s legal foundations in place.
Related reading: Founders’ agreements: what co-founders should agree early · Choosing the right structure for your business
This article is general information and not legal or tax advice. Correct as at November 2026.