Appointment of Accounting Officers
Every close corporation have to appoint an accounting officer. If a vacancy occurs, whether as a result of a removal, resignation or otherwise, a new accounting officer has to be appointed within 28 days.
Appointment of CCs as Accounting Officers
Requirements relating to appointment of close corporations as accounting officers (Practice note 1 of 2006)
Section 60 (4) of the Close Corporations Act, 1984, in its amended form, provides:–
- A corporation may appoint as its accounting officer –
- any person who is a member of a recognised profession listed in a notice referred to in subsection (2);
- a firm as defined in subsection (1) of the Public Accountants’ and Auditors’ Act, 1991 (Act No. 80 of 1991);
- any other firm, if each partner in the firm is qualified to be so appointed; or
- any other corporation, if each member of such corporation is qualified to be so appointed.
From these provisions it is evidently clear that for a firm to be appointed as an accounting officer it must either be a common law partnership or a firm of accountants and auditors as defined in the Public Accountants’ and Auditors’ Act, 1991. A sole proprietor conducting his or her business under a business name (i.e. a name other than the name of its proprietor), therefore, cannot be appointed as a firm but will have to be appointed in his or her personal capacity
In the past this distinction was not clearly drawn and a number of appointments of firms as accounting officers were allowed where the “firm” was in fact a sole proprietor that had to be appointed in a personal capacity. These appointments will be regarded as appointment in a personal capacity of the person whose particulars appeared in the relevant letter of consent and any reference to the firm will be deemed to be a reference to the relevant person. No re-appointment will be required but such accounting officers must ensure that all future acts performed by them as accounting officers under the Close Corporations Act, 1984, or any other law must be performed in their personal capacities and not by or on behalf of a “firm”. Of particular importance in this regard is the use of the correct letterhead by accounting officers who are deemed to be or are appointed in their personal capacities – such a letterhead should reflect the personal particulars of the appointed accounting officer and not that of a firm.
In order to ensure that a firm or a close corporation qualifies for appointment as accounting officer of a close corporation, the firm or close corporation to be appointed must furnish the following additional information in its letter of consent to its appointment:–
- The names of all the partners of the firm or members of the close corporation;
- the recognised professions to which each such partner or member belongs;
- the individual membership or practice number of each such partner or member; and
- the practice number of the firm or close corporation allocated by the relevant recognised profession to the said firm or close corporation (Note: the membership or practice number of individual partners or members will not be accepted as the firm or close corporation will be appointed as accounting officer and not the individual partners or members).
Prospective accounting officers must, furthermore, note that the letter of consent to their appointment must be typewritten –
- on a letterhead containing the personal particulars of the accounting officer, if the appointment is made in a personal capacity [section 60 (4) (a) (i)];
- on the letterhead of the firm, if a firm is appointed [section 60 (4) (a) (ii) and (iii)]; or
- on the official letterhead of the close corporation, if a close corporation is appointed [section 60 (4) (a) (iv)]; and that it must be dated not earlier than three months prior to the date of lodgment.
Recognised Professions for Accounting Officers
The Companies and Intellectual Property Commission (CIPC) is recognising the following accounting professions for purposes of appointment as accounting officers in terms of the Close Corporations Act, 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)
Steps to appoint an Accounting Officer
To appoint or effect changes to the Accounting Officer, follow these steps:
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.
Change in accounting officer is free of charge.
Service turnaround time: 15 working days from the date of receipt.
Apply for an Amendment to the Founding Statement (Accounting Officer)
Print and complete the CK2A form.
The forms must be signed by all members of the close corporation or the accounting officer of the close corporation.
Scan and e-mail the completed, signed and certified documents together with supporting information to firstname.lastname@example.org
The following supporting documents must be included in your e-mail:The following supporting documents must be included in your e-mail:
- Certified identity copy of applicant
- Certified ID copies of all members and resigning members
- Change in accounting officer - attach a consent letter to the appointment reflecting the practice number of accounting officer
- Certified copies of passports and in the case of refugees or asylum seekers – a certified copy of valid prescribed documentation.
Where the CC has more than one member all members should provide certified ID copies, including the person who will be lodging on behalf of others.