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Close Corporation FAQs

Can I register a new close corporation (CC)?
No, after the implementation of the new Companies Act (Act 71 of 2008) no CC can be registered and no conversions from Companies to CCs will be allowed. However, the existing CCs will be maintained.
How do I change the name of my CC?
To change the name of a CC, a form CoR 9.1 must be submitted to approve the name. Once the name is approved a form CK2 must be submitted together with the approved name reservation and certified ID copies of all the members and of the applicant.
Is my close corporation registered? If registered, what is the incorporation number and when was it registered?
This can be looked up on the system by using the Name Search function.
How do I go about making amendments to the existing founding statement of a close corporation (i.e. members, accounting officers, financial interest, financial year end, addresses etc)?
The said amendments can be made upon lodgment of a CK2 form. All the proposed amendments will have to be reflected on the CK2 form. If amendments are regarding changes on the first page of the CK2, the cost is R30.00 (e.g. any change of name, financial year end, principal business, etc.). If it is a change of name, the process of name reservation should have been followed prior to making the amendment. The certified ID copies of all members and the applicant (the person that submit the document on behalf of the members) must be attached.
However, any change of accounting officers and addresses must be made on forms CK2A. An original letter of consent must accompany such forms from the accounting officer. No fees are applicable to a CK2A form. All members of the close corporation must sign the documents requesting amendments to the founding statement. For appointment of a new accounting officer, the certified ID copies of all the members must be attached and for the changes in addresses the person who signed the document must attached his/her certified copy of ID (accounting officer/member).
What is the registration number of a close corporation?
This can be looked up on the system by using the Name Search function.
Is this close corporation still in business?
Use one of the name search options on the website to establish the status of an entity or alternatively contact the Customer Contact Centre on 086 100 2472 (CIPC).
What are the addresses of this entity?
Both the postal and the physical address of the business can be derived from the founding statement, or contact the CC.
Can a trading name also be reflected on close corporation forms?
No, a trading name should not be reflected on the close corporation forms. The Close Corporations Act stipulates that the registered name and number, as allocated by this office, must always be used.
Can all members of a close corporation be foreigners?
Yes, as long as the registered address of the close corporation and that of the accounting officer is in South Africa. Also important: If no identity document has been issued, a member or a foreign national should provided the following, stating:
* Date of birth, (also to be filled in on the form in place of the identity number)
* Reason why no identity documents can be supplied/which nationality they belong to.
* Expired passports are not accepted.
What happens to a close corporation if the accounting officer insists that he has not consented to his appointment as accounting officer of the close corporation?
This implies that the letter of consent was obtained fraudulently and that appropriate steps can be taken through the office of the Commercial Crime Unit of the South African Police Services. In terms of section 59(3) of the Close Corporations Act the corporation should within 14 days appoint another accounting officer. If the office of the accounting officer is vacant for a period of six months or longer, any person who was a member during that period and is aware of the vacancy shall be personally liable for every debt incurred while the vacancy existed. Since the accounting officer did not consent to being appointed, the liability also exists for the period from the fraudulent appointment.
Can a close corporation be registered as a training institution?
Yes. However its mere registration as a close corporation does not confer recognition as a training institute. There are other requirements prescribed by the Department of Education and Training, which must be complied with.
Can a close corporation or a company be a member of a close corporation?
No, only a natural person or a inter vivos trust/testamentary trust can become a member.
Please confirm the date of lodgment of my registration documents?
Do a general enquiry on the CIPC system and enter the proposed name. The system will display the date when the documents were received and lodged.
The name I applied for has lapsed. What form should I complete?
The delay resulting in the lapse is because of your query on the registration form. When documentation is returned with queries and the name lapse, the applicant can apply for extension of the name reservation using a form CoR 9.2. The R50.00 fee is applicable if filed manually or R30.00 if filed electronically and a statement will be required by in Regulation 9 (2)(b),and evidence required by Regulation 9(2)(c), if applicable. It is the duty of the applicant to ensure the relevant forms are completed correctly. Applicants should always ensure the name will still be reserved by the time the office receives the documentation, otherwise a new reservation will have to be done.
To which address was my registered close corporations documents posted to?
If a customer code were provided, the default selection on your customer information would determine the delivery of the document. Otherwise, if there was a covering letter with the close corporation documents, the documents would have been posted to the address on the covering letters. If there was no covering letter, then CIPC would have send the documents to the address on the form or the address of one of the members, if the CK2A was attached the to the address of the registered postal address.
Please confirm name and number of a close corporation, I am phoning from the bank?
The name search function on the website can be used to find the details. If a caller is from the bank, advice him to register for free as a bank customer for which R30 will be charged for every disclosure of a certificate.
Can I personally come and collect documents from your office, i.e. counters?
Yes, but please bear in mind that such documents can only be kept at the counters for a period of two months after which they will automatically be sent to the address on the forms, or pay R30 for a re-print.
How do I apply for a VAT registration number?
We do not deal with the VAT registration numbers. You will have to contact your nearest SARS Office to assist you. CIPC informs SARS of any new registrations daily.
How can I restore a close corporation that has been deregistered?
First confirm the status of your CC with the Office and that it is final deregistered. You have to follow the following procedure for restoration: Lodge a form CoR 40.5 with a fee of R200 with a CK2 and CK2A, deed search and copy of extract of advertisement in local newspaper with 21 days clear notice. Attach certified ID copies. If there was any fixed property owned by the close corporation, obtain a written confirmation by the Department of Public Works as well as the Department of Treasury that they have no objection to the close corporation being restored. An intention for restoration will have to be advertised in the local newspaper to try to determine public interest in the corporation being restored. If any objections are raised the Registrar will have to be notified of such objections within 30 days from date of publication.
I have lost my set of documents. The bank requires proof of registration. How can I get a duplicate document as confirmation?
Please apply for a copy for your records from our Disclosure Department. To view their contact details, click here. Otherwise all the banks are expected to have access to our website as bank customers.
Is blue-ink acceptable when completing documents for registration?
No, black ink or typed. Scanned copies of documents are not accepted.
Who qualifies to act as an accounting officer of a close corporation?
The person should be a member of one of the following Accounting and Auditing professions (see section 60 of the Close Corporations Act 69 of 1984):
  • The South African Institute of Chartered Accountants (SAICA)
  • Auditors registered in terms of the provisions of the Auditing Profession Act, 2005(CA)
  • The Southern African Institute of Chartered Secretaries and Administrators (ICSA)
  • The Chartered Institute of Management Accountants (CIMA)
  • The South African Institute of Professional Accountants (SAIPA)
  • THE IAC who have obtained the Diploma in Accountancy (IAC)
  • The Association of Chartered Certified Accountants (ACCA)
  • The Chartered Institute of Business Management (MCIBM)
  • The South African Institute of Business Accountants (SAIBA)
  • The South African Institute of Government Auditors (SAIGA)
Will it be acceptable if my signature appear anywhere on the form except on the prescribed space?
No. To prevent fraud from being committed a person must sign on the prescribed space and the signature must appear on the document before registration. Any signature appearing elsewhere on the document will be regarded as invalid.
Where can I buy/obtain all these prescribed forms for registration?
Prescribed forms are obtainable from the CIPC website.
How long is a sequestrated (being declared insolvent) potential member of a close corporation supposed to wait before they can be recognised as members of a CC?
Certain members are disqualified under section 47 of the Act regarding the management of the close corporation. An unrehabilitated insolvent can only take part in the management of a close corporation under authority of a court. Section 29 of the Act makes provision for the members’ interest of an insolvent person to be held on his behalf by an administrator or trustee.
Can one transfer property into a close corporation?
Section 12 (F) (2) of the Close Corporations Act e.g. your founding statement and Section 24 allows a member to transfer his or her property to the close corporation. Important: property can take the form of corporeal or incorporeal. Also note that a description together with the statement of fair value must be presented for the member's contribution.
How can a member be removed from a close corporation?
A court order will have to be obtained against the member who has to be removed in terms of section 36 of the CC Act. Such an order should be attached to the CK2 documents that are to be lodged for registration on the cover of a form CK5.
Are special characters on names allowed? Because on many occasions when completing CK2 documents such characters are overlooked?
Some special characters are accepted on documentation and registered as such, but for the purpose of searching a name correctly and decisively these characters are omitted from the database system. Special characters associated with domain names are not allowed. Although the Companies Act makes provision for names containing special characters, this will only be allowed in due course.
Who can sign for a deceased member of a close corporation?
Section 35 of the Act regulates it and is subject to any other arrangement in an association agreement. If the executor cannot transfer the interest accordingly within 28 days after his appointment, he should request the existing member to lodge an amended founding statement appointing him as representative (nomine officii) of the deceased member. The executor can then when appropriate, transfer that interest accordingly. Before the deceased member’s interest can be transferred, consent from the existing member(s) should first be obtained. If consent is not given within 28 days, the executor shall sell the interest to the corporation if there are any other members, to any remaining member proportionally to his interest or as otherwise agreed upon or to any other person who qualifies.
Can a minor be a member of a close corporation?
Yes, if his parent or guardian consent to it. A minor is a person younger than 18 years. Consent is given on the CK2 form. The guardian signs on behalf of or with the minor but the details of the minor are recorded. The guardian should also indicate below his signature his full names and relationship to the minor.
What is the difference between liquidation and deregistration process of a close corporation?
Liquidation implies that the business of an entity will cease and that its restoration will only be for the purposes of recovering some outstanding debts and that will not mean an entity can go on with business. Deregistration means that even if the entity has no legal status anymore it can go on with business operations. In both processes members remain severally and jointly liable for any irregularities that may have occurred when they were still acting as such.
Which forms can be used in the case of voluntary liquidation?
In the case of voluntary liquidation by members or creditors a form CoR 40.1, a statement in terms of section 350 of the Companies Act in respect of security have been furnished or dispensed with it to be lodged (R250). In case of the members winding up JM12 must be lodged.
What are the steps to follow for the finalisation of the liquidation process?
Upon receipt of an application for voluntary liquidation of a close corporation on prescribed form CoR 40.1 signatures of members, the name of that particular close corporation will be verified as well as its status. During liquidation by court, information on the court order is verified, district, case no, name of close corporation, status of order and the status of that close corporation until registration.
Please provide me with differences between members and creditors liquidation?
Member's liquidation application can only be considered upon receipt of a certificate from the Master of the High Court in terms of section 80 of the Companies Act, Act 71 of 2008, whilst in the case of creditor’s liquidation application, a correctly completed CoR 40.1 form can warrant registration.
I want to apply for deregistration of a close corporation. Are there any forms?
Application can be made by way of formal letter (on letterhead) by either a member, accounting officer or an attorney. Court proceedings before application are not necessary. It must be stated in the application letter that there are no assets or liabilities in the close corporation.
How long does the deregistration process take, and why?
The deregistration process can be finalised within 3 months. Other factors like the responses from the South African Receiver of Revenue, The Worksmen's Compensation Commissioner and the Unemployment Insurance Commissioner affect the period of the finalisation of the process.
Can this process of deregistration be stopped or cancelled?
Yes, the process can be cancelled/stopped by way of a letter even if it is a faxed request. This happens normally if there is property involved or where the legal entity decides to resumes its business operations.
 
 

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