Complaints to Address alleged Contravention of the Companies Act

A complaint relating to an alleged contravention of the Companies Act may be reported to CIPC by completing a form CoR135.1, and sending it to the following e-mail address: CoR135.1complaints@cipc.co.za. 

Any person may file a complaint in writing, alleging that:

  • a person has acted inconsistent with the 2008 Act or
  • a person’s rights under the 2008 Act, Memorandum of Incorporation (MOI) or rules have been infringed.

Please note that upon receiving a complaint, the Commission may inter alia resolve:

  • not to investigate if it appears to be frivolous, vexatious or does not allege any facts that would constitute grounds for remedy under the Act;
  • to refer it, if more practicable, for resolution by mediation, conciliation or arbitration to the Companies Tribunal or an accredited entity or any other person;
  • to direct an investigator or inspector to investigate;
  • A complaint may also be initiated directly by the Commission on its own accord or on the request of another regulatory authority.

The Minister of Trade and Industry may direct the Commission to investigate an alleged contravention of this Act or other specified circumstances. Upon receiving instruction from the Minister, it is compulsory for the Commission to investigate the matter and is not subject to any discretion.

Please ensure that you substantiate your allegations. Note that if the allegations do not constitute grounds for remedy under the Companies Act 2008 (Act 71 of 2008), it would not be investigated. 

Investigations

The authority to investigate is found in section 168 read with section 209 of the Companies Act.

The Commission has inter alia the power to:

  • issue compliance notices as provided for in section 171 of the Act;
  • enter into consent orders as provided for in section 173 of the Act;
  • apply for administrative fines as provided for in section 175 of the Act;
  • refer matters to the National Prosecuting Authority (NPA), Companies Tribunal, other regulatory authorities concerned and/or for alternative dispute resolution.

The Commission has inter alia the power to:

  • summons as provided for in section 176 of the Act;
  • enter and search under warrant in terms of section 177 of the Act.
Alternative Dispute Resolution

As an alternative to applying for relief to a court, or filing a complaint with the Commission, a person who would be entitled to apply for relief or file a complaint in terms of this Act, may refer the matter to the Companies Tribunal, an accredited entity or any other person for resolution by mediation, conciliation or arbitration.

If the Companies Tribunal or accredited entity has resolved, or assisted parties in resolving a dispute, it may record the resolution in the form of an order, and if the parties consent to that order, submit it to a court to be confirmed as a consent order.

The application for a consent order must be heard by the court. The court may make the order as agreed and proposed in the application, make changes to the draft order before making it an order of the court; or refuse to make the order.

A confirmed consent order may include damages; and only when the confirmed consent order includes an award of damages that person can apply for an award of civil damages.

A court may order the proceedings closed to the public if confidentiality is in the interest of the parties.