Confidential · Selected subcontractors only
Proposal for the establishment of Bayview Holdings (Pty) Ltd
A jointly owned trailer and genset asset company — purchasing equipment outright and renting it exclusively to approved Bay View Transport subcontractors.
This is a separate company from Bayview Transport. Its structure, ownership and operations are not affected. The offer is to become a shareholder in Bayview Holdings only.
Contribution
R8,000 / month
per founding shareholder
Initial target
5 trailers
purchased outright, no finance
Working assumption
R120,000
per trailer
Rental assumption
R15,000
gross per trailer / month
1 · Executive summary
An asset-owning company, owned by a selected few, serving the wider network
Bay View Transport proposes a separate company, Bayview Holdings (Pty) Ltd, to buy transport-related assets outright and rent them exclusively to approved Bay View Transport subcontractors who need equipment but do not own their own.
Bayview Transport and Bayview Holdings are two separate companies
Bayview Transport (Pty) Ltd remains the transport operations business. Its structure, ownership and day-to-day operations are not affected by this proposal.
Bayview Holdings (Pty) Ltd is a new, standalone asset-owning and rental company. This opportunity is to become a shareholder in Bayview Holdings only, not in Bayview Transport.
What the company will own
- 1. Transport trailers — the initial focus
- 2. Gensets — a second asset category
- 3. Other transport equipment, in future
Assets are purchased fully upfront in cash. There is no trailer finance under the proposed initial model.
Who participates
Participation is offered only to a selected group of Bay View Transport subcontractors — three or four founding shareholders, each contributing R8,000 per month.
Four participants pool R32,000 per month. Once five trailers are owned outright, the compulsory contribution stops.
Why it is being proposed
Some subcontractors have the capacity to work for Bay View Transport but not the capital to buy trailers or gensets. Bayview Holdings can bridge that gap.
- For the network: access to equipment without buying it upfront.
- For shareholders: the company owns the assets and earns rental income.
The single most important principle: shareholders and rental customers are not the same people. A shareholder does not receive a free trailer or genset because they own shares. The assets belong to Bayview Holdings and are rented out to generate income for the company — and indirectly for all shareholders.
3 · The basic business model
How value moves through the structure
Selected subcontractors invest, the company buys assets outright, approved Bay View Transport subcontractors rent them, and the surplus is reinvested into more assets.
The capital cycle
Section 3 of the proposal.
Selected subcontractors
Three or four founding participants
Invest in Bayview Holdings
R8,000 per month each
Capital accumulates
Trailers and gensets purchased outright
No finance
Bayview Holdings owns the assets
Approved Bay View Transport subcontractors rent the assets
Rental amount is deducted from load payments due by Bayview Transport
Bayview Transport pays the rental amount over to Bayview Holdings
Expenses paid, reserves maintained
Surplus reinvested into additional assets
Asset base grows
Proposed structure
Section 46 of the proposal.
BAY VIEW TRANSPORT (PTY) LTD
Transport operating company
Selected subcontractors
Some participate as Bayview Holdings shareholders
BAYVIEW HOLDINGS (PTY) LTD
Asset-owning company · owns trailers, gensets & future equipment
Other approved Bay View Transport subcontractors
Rent the assets and pay rental to Bayview Holdings
A worked example
4 shareholders × R8,000
R32,000 pooled each month
Trailer purchased outright
R120,000, owned by the company
Rented to an approved subcontractor
R15,000 gross per month
Rental deducted from load payments
Bayview Transport pays it over to Bayview Holdings
Income applied to
expenses, reserves, tax, maintenance, next asset
The same model applies to gensets: purchase → own → rent → rental deducted from load payments → Bayview Transport pays over to Bayview Holdings → expenses, reserves and tax → surplus → reinvest.
12–16 · Contributions & growth
The numbers, and what they do and do not mean
The contribution is temporary. It runs until Bayview Holdings owns five trailers outright — then it stops, and growth comes from rental income and retained surplus.
Adjust the assumptions
Model the build-up
The proposal's working assumptions are pre-loaded. Move the sliders to test your own view before the discussion.
Pooled per month
R32 000
Months to 5 trailers
12
Fleet value at target
R600 000
Gross rental at 5 trailers
R75 000/m
Simplified illustration only — it ignores operating expenses, tax, reserves and downtime. Actual purchases will take longer because the company must hold cash reserves and pay real costs. Total contributed by the group to reach five trailers: R384 000.
Illustrative timeline
Month-by-month to the five-trailer milestone
| Month | Trailers | Contributions | Rental | Action |
|---|---|---|---|---|
| 1 | 0 | R32 000 | R0 | Accumulate |
| 2 | 0 | R32 000 | R0 | Accumulate |
| 3 | 0 | R32 000 | R0 | Accumulate |
| 4 | 1 | R32 000 | R0 | Purchase Trailer 1 |
| 5 | 1 | R32 000 | R15 000 | Accumulate |
| 6 | 1 | R32 000 | R15 000 | Accumulate |
| 7 | 2 | R32 000 | R15 000 | Purchase Trailer 2 |
| 8 | 2 | R32 000 | R30 000 | Accumulate |
| 9 | 3 | R32 000 | R30 000 | Purchase Trailer 3 |
| 10 | 3 | R32 000 | R45 000 | Accumulate |
| 11 | 4 | R32 000 | R45 000 | Purchase Trailer 4 |
| 12 | 5 | R32 000 | R60 000 | Purchase Trailer 5 |
Contributions are temporary
Each founding shareholder contributes R8,000 per month until the fifth trailer is fully purchased and owned. The compulsory contribution then stops — it does not restart merely because the company later buys Trailer 6 or a genset.
After five trailers
Five trailers at R15,000 is R75,000 gross rental income per month, assuming all five are rented at the assumed rate. That income pays expenses, tax, maintenance and reserves, buys additional trailers or gensets, and only then supports dividends where appropriate.
From shareholder-funded to company-funded
The long-term objective is a company that increasingly funds its own growth — the aim is an asset base that compounds without further capital calls.
The growth cycle
6–11 & 17–22 · Assets, costs and customers
Two asset classes — and an honest view of the costs
R15,000 is a gross rental figure, not profit. Every asset carries running costs, downtime and risk, and each asset class must be accounted for separately.
Trailers
Purchased outright at an assumed R120,000 each. Target fleet of five — 5 × R120,000 = R600,000. Illustrative; actual prices may differ.
Operating costs include:
insurance · maintenance · tyres · repairs · servicing · licensing · registration · administration · accounting · banking · legal · tax · compliance · accident costs · downtime · unrented periods · damage · recovery · storage · transport
Gensets
A second income-producing category, purchased outright and rented on the same principle. Purchase prices, rental rates, maintenance, insurance and expected returns must be determined before the first genset is bought.
Operating costs include:
servicing · maintenance · repairs · batteries · electrical components · fuel arrangements · transportation · insurance · damage · downtime · storage · administration
Rental income is not profit
Only the actual surplus should be considered available for further investment or dividends. Five trailers rented at R15,000 produce R75,000 gross — the company must then account for every cost above before anything is called profit.
No free use of assets
No shareholder, director or related business receives free use of a trailer or genset. If a shareholder's own company rents an asset, it signs the same formal rental agreement as any other customer. This protects the interests of all shareholders.
Who can rent the equipment
Only approved Bay View Transport subcontractors. This is not a general rental business — assets are available to other Bay View Transport subcontractors who do not own a trailer or genset, need additional or temporary equipment, lack the capital to purchase, or are expanding.
How rental is collected
The agreed rental amount is deducted from the monies Bayview Transport owes the subcontractor for loads carried out on behalf of Bayview Transport. Bayview Transport then pays that rental amount over to Bayview Holdings. Every rental is documented in a written agreement covering rental amount, deposit, maintenance, insurance, damage, termination, return condition, liability and breach.
23–27 & 48 · Ownership structure
Who should hold the shares?
Three structures are on the table. The group is asked to seriously consider Options A and B — the final choice should follow the accountant's modelling of the actual tax consequences.
Option A
Individuals as shareholders
Each participant personally holds 25% of Bayview Holdings.
Participant 1
25%
Participant 2
25%
Participant 3
25%
Participant 4
25%
Advantages
- Simple — everyone directly owns their shareholding
- Transparent: a participant knows exactly what they own
- Dividends can be paid directly to individuals
- Easiest structure to explain to all participants
Disadvantages
- Investment sits personally, not inside the existing company
- Dividends to individuals generally attract 20% dividends tax
- If the subcontractor Pty Ltd pays the R8,000, the accountant must document the treatment
- Less flexible where profits are meant to stay in the business
Swipe the table sideways to compare all three options.
| Issue | Individuals | Subcontractor Pty Ltds | Investment Pty Ltds |
|---|---|---|---|
| Simplicity | High | Medium | Low |
| Administration | Low | Medium/High | High |
| Direct personal ownership | Yes | No | No |
| Company-to-company structure | No | Yes | Yes |
| Potential dividend-tax efficiency | Lower | Potentially better | Potentially better |
| Retaining profits for reinvestment | Medium | Good | Good |
| Easy to understand | Yes | Yes | More complex |
| Long-term investment flexibility | Medium | Good | High |
| Best for initial simplicity | Yes | Yes | Not necessarily |
Tax should not be the only decision
The right structure weighs tax, ownership, control, risk, administration, growth capacity, exit, reinvestment and fairness between shareholders.
- · Corporate income tax is currently 27% for the 2026/27 year of assessment.
- · Dividends to individuals are generally subject to 20% dividends tax.
- · An exemption may apply where an SA resident company is the beneficial owner of the dividend and the requirements are met.
Small Business Corporation warning
The SBC regime has specific eligibility requirements — including that all shareholders are natural persons — and SARS states that a holding company does not qualify. Do not assume Bayview Holdings will qualify for an SBC rate merely because it is a private company. The structure must be reviewed by a tax professional before registration.
28–41, 45 & 49–50 · Governance and controls
How the company will be run and protected
The assets represent the shareholders' collective investment. The rules that protect them are agreed before the company starts, not after.
42–43 & 51 · Roadmap and principles
No unlimited growth obligation
Shareholders are not committing to an open-ended investment. The path is deliberately staged, and twelve principles govern how the company behaves.
Phase 1
Build the first five trailers
R8,000 per shareholder per month, purchased outright in cash.
Phase 2
Stop compulsory contributions
Once the fifth trailer is fully acquired and owned.
Phase 3
Grow from rental income and surplus
Company-funded growth replaces shareholder funding.
Phase 4
Add gensets and other equipment
Where commercially justified and separately approved.
Phase 5
Further shareholder funding — only by agreement
Any future capital call requires a documented shareholder decision.
Long-term vision
Trailers 5 → 10 → 20+ · Gensets 1 → 5 → 10+
Diversified, disciplined, and only where there is a credible rental market.
Twelve founding principles
- 1Bayview Holdings owns the assets.
- 2Shareholders own shares in Bayview Holdings, not individual trailers.
- 3No shareholder receives a free trailer or genset.
- 4Assets are rented only to approved Bay View Transport subcontractors.
- 5Rental income is collected by deducting the agreed rental amount from load payments due by Bayview Transport.
- 6Bayview Transport pays the deducted rental amount over to Bayview Holdings.
- 7Rental income belongs to Bayview Holdings.
- 8R15,000 is gross rental income, not profit.
- 9Expenses, tax and reserves come before available profit.
- 10The R8,000 contribution is temporary and stops after five trailers.
- 11Future growth is primarily funded from company surplus.
- 12Any major future capital contribution must be separately agreed.
- 13All related-party transactions must be documented.
- 14Proper financial records and asset registers must be maintained.
Questions & answers
Common questions about the proposal
Quick answers on participation, governance, the MOI and how the company will work.
47 & 53 · Final decisions required
What the founding group must agree before registration
Come to the discussion with a view on each of these. They are the agenda.
Who are the founding shareholders?
Will shares be held by individuals or their existing Pty Ltd companies?
How many shares will each participant receive?
Will the contribution be R8,000 per month per shareholder?
When exactly does the contribution stop — after five trailers are fully acquired?
Who will be the directors?
Who will manage the company?
What rental rate will apply to trailers? (Assumption: R15,000 gross/month)
What will the initial genset purchase strategy be?
How will rental customers be selected?
What expenses and reserves must be maintained?
In conclusion
This opportunity should be viewed as a long-term business venture, not a guaranteed monthly return. The success of Bayview Holdings will depend on disciplined asset purchases, reliable rental customers, effective maintenance, proper financial controls and responsible reinvestment.
Your response
Indicate your interest and propose a date
Let us know whether you would like to be considered as a founding shareholder, and suggest dates that suit you for the founding discussion.