Advantages of a close corporation include the following:
* It is easy and inexpensive to form.
* It is a simple and flexible corporate entity. The management and decision
making requirements are simple and informal. The members own and manage
the corporation; they are not obliged to hold annual general meetings
and there are no special requirements for resolutions.
* It provides perpetual succession, which means that the corporation
continues to exist when the membership changes.
* It provides limited liability. The liability of the members in respect
of their business dealings is limited to what they have contributed to
the close corporation.
* It provides the advantages of a corporate entity without having to
comply with the many legal requirements and administrative formalities
and constraints that apply to companies. It is a less expensive, simpler
and more flexible form of corporate entity than a company.
* It is subject to simpler financial reporting requirements, for example,
the financial statements do not have to be audited and do not have to
contain a director's report.
* The corporation is allowed to acquire the interest of a member and
may assist members financially to acquire an interest in the corporation.
* Fellow members can protect the interests of minority members in the
event of unfair treatment.
* The liquidation of the corporation does not result in the sequestration
of the members' personal estates.
* A corporation may be converted to a company without affecting its rights,
obligations or tax status; the legal person that existed prior to the
conversion continues to exist in the form of a company.
* The Close Corporations Act relies more on self-regulation than offences
to ensure compliance than in the case of the Companies Act.
* Corporations are not required to maintain contributed capital as is
the case with companies who have numerous rules regarding the maintenance
of share capital; the members must ensure solvency and liquidity before
altering the contributed capital.
* A corporation can hold shares in a company and can become the holding
corporation in a group of companies.
Disadvantages of a corporation include:
* A corporation may not have more than ten members. This may limit the
corporation's growth.
* The members must be natural persons. Companies, corporations and inter
vivos trusts may not become members. This limits the usefulness of corporations
in group structures and estate planning.
* The members who own and manage the corporation are referred to simply
as members and there are no familiar business titles such as shareholder,
director, managing director and chairman of the board; there may therefore
be a perceived lack of status.
* Although a corporation provides limited liability, there are a number
of instances in which the members become personally liable for the corporation's
debts.
* A corporation cannot raise capital from the investing public by issuing
shares or debentures.
* The interest of a member in a corporation must be a single interest
and cannot be held jointly by two or more persons.
* When a corporation acquires immovable property, a higher rate of transfer
duty is payable than in the case of natural persons.
|