Registered Share Capital

What is registered share capital?

Registered share capital refers to the maximum number of shares a company is legally allowed to issue, as stated in its registration documents. It sets a limit on how many shares the company can give to shareholders, whether at the time of formation or later down the line.

In South Africa, private companies (Pty Ltd) typically have a default authorised share capital of 1,000 shares, unless otherwise specified. This number can be increased or amended if needed.

Do I need to issue all my registered shares?

No, you don’t have to issue all your registered shares immediately. You can choose to issue only a portion of them and keep the rest for future use.

For example, a company might have 1,000 authorised shares but only issue 100 to its founders. The remaining 900 can be issued later for new investors, employees, or other business needs. This approach gives you flexibility in managing ownership and raising capital over time.

What’s the difference between registered share capital and issued share capital?

Registered share capital (also called authorised share capital) is the maximum number of shares a company can issue.
Issued share capital is the actual number of shares that have been allocated to shareholders.

Think of it like a budget – you may have permission to spend R1 million (registered), but only spend R100,000 for now (issued). You can issue more shares up to your authorised limit, or amend the registered share capital if you need more.

Can I change my registered share capital later?

Yes – you can increase or change your registered share capital by amending your company’s Memorandum of Incorporation (MOI) and filing the necessary paperwork with CIPC.

You might need to do this if you plan to issue more shares than your current authorised amount allows. Keep in mind that increasing share capital typically requires shareholder approval and must be filed through a formal process.

Need help registering your company with the right share structure?

Govchain makes company registration fast, affordable, and fully compliant, including setting up your share capital and issuing official documents.
Learn more about Company Registration.