Conversion from a Close Corporation to a Company
Register as a Customer
To view information on how to register as a customer, click here. If you are already registered as a customer, and know your customer code and password, proceed to step 2.
- To convert a close corporation to a short standard private company (CoR15.1A), deposit R50 for the name reservation and R125 for company registration the CIPC bank account. For the bank account details, click here.
- To convert a close corporation to a company with a customised Memorandum of Incorporation, or using CoR15.1B, deposit R50 for the name reservation and R425 for company registration into the CIPC bank account. For the bank account details, click here.
Convert the close corporation to a company
The application to convert into a profit company must be made on Form Cor18.1 and the following Forms and Supporting Documents must accompany the application:
Important: Use the name that the company will be using after conversion on all the forms
- Main Form : Form Cor 18.1 Application to convert a close corporation to a company
- Secondary Form :A Memorandum of Incorporation for the company to be formed (CoR15.1.A or CoR15.1 B or customized MOI) - cost is R175.00 or R475.00 depending on MoI.
- Original or certified copy of the written resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to convert was taken.
- Form CoR39 to appoint initial directors.
- Certified copy of ID/passport copy of directors, Certification must be less than 3 months, Smart ID copy certified on both side.
- Certified copy of ID of applicant.
- Written statement in the form of a letter that the close corporation is not in liquidation or engaged in business rescue proceedings.
- Form CoR21.1 if a change in registered office is to be made.
- Form CoR25 if a change in financial year end is to be made - R100.00
- Form CoR44 if a change in auditor or the appointment of an auditor
- Form CoR44 if a change in company secretary or the appointment of a company secretary
- Form CoR44 if a change in audit committee members or the appointment of an audit committee
- Form CoR 9.4 (reserve a name) if a change of name must take place upon conversion - R75.00 for manual reservation and R50.00 for electronic name reservation.
- CoR14.1 is not required to be filed with the CoR18.1 since the information on the CoR14.1 does not relate to the conversion. If there are any changes to the statutory information, the necessary change forms (CoR21.1, CoR22, CoR25 and CoR44) need to be completed.
- The close corporation must file the company’s MOI at conversion, that may take the form of CoR15.1A or B. The incorporators section on the CoR15.1A or B may be ignored for purposes of the conversion.
- The Written Statement of Consent and Member’s Interest may take the form of a written resolution or minutes (accompanied by the agenda/notice of the meeting) of the meeting at which the decision was taken. The resolution or minutes must clearly indicate the decision to convert to a company and that the members who approved the decision holds an aggregate of 75% of the members’ interest. Therefore, the resolution and minutes must indicate the interest of each member who approved and disapproved the decision. The CIPC must either receive the original or a certified copy of the resolution or minutes.
- The detail of the initial directors must be filed on a CoR39. It should be noted that the members of the close corporation does not have to accept the appointment of a director at conversion.
- At the time of conversion, the close corporation must be solvent and therefore may not be engaged in liquidation or business rescue proceedings. If the close corporation is engaged in any of these proceedings, the application to convert will be rejected pending the finalisation of such proceedings.
- In the instance where the close corporation intends to amend other statutory information of the close corporation, the following forms are required to be filed with the CoR18.1, together with the prescribed fee:
- If the close corporation is changing its name with the conversion application, it is advisable to file the CoR9.4 (name reservation) with the CoR18.1 since the conversion application will only be processed once the name has either been approved or rejected. A CoR9.1 received with a conversion applications does not receive preference.
- All forms filed with the CoR18.1 must be completed using the name that the company will be using after conversion
- Members of a close corporation is entitled to take up shareholding of the company but such does not have to be in proportion to the member’s interest that such person held at the time of conversion.
- At conversion, a juristic person that existed as a close corporation before the conversion continues to exist, but in the form of a company.
- At conversion all assets, liabilities, rights and obligations that vested in the close corporation or between the close corporation and its member, creditors or any third party continues to exist as if the conversion did not occur.
- Upon conversion, the appointment of the accounting officer is automatically terminated and therefore, if the same accounting officer will be used by the company to conduct an independent review (if provided for) in terms of Companies Regulation 29, then the company must reappoint the accounting officer in that capacity. In this regard no formal notification of the appointment is required.
- The so called Section 27(b) letter from the accounting officer is no longer required.
- At time of conversion all annual returns for the close corporation must be up to date.
Other supporting documents required are:
- The original written resolution or statement of consent
- Certified identity copy of the applicant
- Certified copied of the identity documents of all the incorporators and the directors
Scan and e-mail the completed and signed documents together with supporting information to email@example.com;