Changes to the company name

In order to change an existing company name, or to add a name to a  company that is trading with its registration number, a name must first be reserved. Once a name reservation has been approved, the company must apply for a change to its memorandum of incorporation (MoI).  Please note that any change to an MoI must be accompanied by a resolution by the directors authorising the name change.

To apply for a name change, follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

 Step 2:  Deposit funds

  • Deposit R50 for a name reservation and R250 for the MoI change if the company has been trading with a name (there is no fee associated with an MoI change if the company has been trading with its registration number) into the CIPC bank account.  For the bank account details, click here.

Step 3: Reserve a Corporate Name

  • Any company may be registered with or without a company name.  If a reserved name is not included in the initial application, the company will be registered with its enterprise number. A name may be added at a later stage through a name amendment. A name amendment requires an approved name reservation and a special resolution to effect a change to the Memorandum of Incorporation (MOI).

  • To reserve a company name, follow these steps:

    • Click on”Login to E-Services”;

    • Login using your Customer Code and Password;

    • Click on Name Reservation

    • Select and Click on “Proposed Names”;

    • Capture four (4) names in order of preference. Please ensure that you capture the names accurately. If you make an error, you will need to apply for a name change at a later stage;

    • Click on “Submit”. Please ensure that you only press “Submit” once. If you press the cursor more than once, you will be making multiple submissions and will be charged for them individually;

    • Click on ”Continue with the reservation” and “Print”. You will receive an email notifying you if any of the names were successful. This will take the form of a COR9.4 approving the name reservation and indicating the period of validity of the name reservation;

  • The service delivery standard for a name reservation is 5 working days from the date of submission. 

Step 4: Apply for a name change manually

  • Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed and signed documents together with supporting information to moiamendments@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • Confirmation notice of name reservation - CoR9.4
    • The original written resolution or statement of consent to the name change
    • Certified identity copy of applicant
    • Power of attorney (if applicable)

The service delivery standard is 15 working days from the date of tracking. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Changes to the financial year end

A company may only change its financial year end once during a particular financial year.  A company may not choose a financial year end that will result in the total financial year being more than 15 months.  A company may choose to shorten its financial year in which instance there is no minimum applicable.

To apply for a financial year end change, follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

 Step 2:  Deposit funds

  • Deposit R100 into the CIPC bank account.  For the bank account details, click here.

Step 3:  Apply for a financial year end change manually

  • Print and complete form CoR25. 
    • The dates indicated at the current financial year end and proposed new financial year end must consist out of a month and year.
  • Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed and signed documents together with supporting information to companychanges@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • Certified identity copy of applicant
    • Power of attorney (if applicable)

The service delivery standard is 15 working days from the date of tracking. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Changes to the registered address and location of company records

The registered address or office of a company is very important, as it is the address at which any legal documents will be served on the company.  Companies are required by law to ensure that this information is up to date, and maybe liable for a fine or prosecution if it is found that the information is not up to date.  The Companies Act requires all companies to keep records of their minutes, resolutions and decisions, as well as the financial statements and share register at a location that has been declared.  A notice of the location of the company records must be filed with the CIPC only if the company records are not kept at its registered office or address.

To apply for a change to the registered address and location of company records, follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

 Step 2:  Lodge a notice of the registered address and location of company records manually

  • Print and complete the following forms:
    • Form CoR21.1 for a change of registered office;
    • Form CoR22 for a notice of change in location of company records.
  • Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed and signed documents together with supporting information to companychanges@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • Resolution or minutes of the meeting in terms of which the change has been mandated
    • Certified identity copy of applicant
    • Power of attorney (if applicable)

The service delivery standard is 15 working days from the date of tracking. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Changes to the company share capital

Shares are the units into which the ownership interest in a profit company is divided.  The share capital of a company is made up of the funds contributed by shareholders to the company in exchange for their shares in the company.

The new Companies Act, 2008 has changed the basis on which companies are capitalised.  Shares issued in terms of the 2008 Act have no nominal or par value.  The board must determine the price or other adequate considerations at which shares may be issued.

After the implementation date of the Companies Act, a pre-existing company may not authorise any new par value shares, authorise any shares having a nominal value, or do any subdivision thereof.

As the share capital is clearly contained within the first page of the CoR15.1A and B, any decrease or increase of such amount requires that a CoR15.2 must be filed.

The board of directors may, according to section 16 read with section 36(3) of the Companies Act, 2008:

  • increase or decrease the number of authoirsed shares of any class of shares,
  • reclassify any classified shares that have been authorised but are not issued,
  • classify any unclassified shares that have been authorised but are not issued, or
  • determine the preferences, rights, limitations or other terms of shares in a class without the approval of the shareholders.

Steps to increase or decrease share capital:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

 Step 2:  Deposit funds

  • Deposit R250 into the CIPC bank account.  For the bank account details, click here.

Step 3: Increase or decrease share capital

  • Print and complete form CoR15.2.
  • Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed and signed documents together with supporting information to moiamendments@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • certified copy of the written resolution or minutes of the meeting at which the decision to amend was taken
    • Certified copy of ID of signatory (active director/company secretary or representative)
    • Power of attorney – if representative
    • Certified copy of ID of applicant

The service delivery standard is 25 working days from the date of tracking. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

 

 To convert par value shares to no par value shares, follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

 Step 2:  Deposit funds

  • Deposit R250 into the CIPC bank account.  For the bank account details, click here.

Step 3: Conversion of par value shares to no par value shares

 

  • Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed and signed documents together with supporting information to moiamendments@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • Original or certified copy of the written board resolution or minutes of the meeting at which the decision to convert was taken
    • Originally certified ID copy of signatory
    • Power of attorney – if representative
    • Originally certified ID copy of applicant
    • Board report in terms of Reg 31(7)

The service delivery standard is 25 working days from the date of tracking. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Other changes to the memorandum of incorporation

Other changes to the company's MOI may relate to one of the following:

  • Changing the main business of the company, if such is contained within the MOI;
  • Changing the main and/or auxiliary powers of the company and its office bearers;
  • Removing, amending or inserting ring fencing conditions;

A special resolution is required to amend the company's MOI if the amendment is proposed by the board of directors or shareholders entitles to exercise at least 10% of the voting rights that may be exercised on such resolution and it is adopted at a shareholder's meeting.

If a court order requires the amendment of the company's MOI, it must be effected by a resolution of the company's Board of Directors only (and not a special resolution).

The notice to amend the MOI (CoR15.2 and CoR15.2 Annexure A) must be filed  within 10 business day after the amendment has been affected by the company.

To apply for any of the following changes listed below, follow these steps:

  • Change of name of company including removal of shortened or translated name (it is advisable to file the CoR9.4 - name reservation) with the Cor15.2, since the amendment application will only be processed once the name has either be approved or rejected.)  All forms filed with the CoR15.2 must be completed using the name that the company will be using after the amendment

 Steps to effect changes to the Memorandum of Incorporation (MOI)

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

 Step 2:  Deposit funds

  • Deposit R250 into the CIPC bank account for the amendment.  If you are also applying for a name change simultaneously deposit R50 for electronic name reservation or R75 if you apply for the new name manually.  For the bank account details, click here.

Step 3: Submit notice of amendment of Memorandum of Incorporation (MOI) (CoR15.2)

    • If the amendment to a company's MOI  has substituted an MOI, or has altered the existing MOI by changing the name of the company, deleting, altering or replacing any of its provisions, inserting any new provisions into the MOI, or making any combination of alterations, the company must include a copy of the amendment with the Notice of Amendment - complete CoR15.1A, B, C, D, E or own MOI.
    • If a company wishes to amend any of its existing ring fencing provisions within its MOI, or wishes to include ring fencing provisions, a CoR15.2 with the CoR15.2 Annexure A must be filed.
  • Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed and signed documents together with supporting information to moiamendments@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • certified copy of the written resolution or minutesof the meeting at which the decision to amend was taken
    • Certified copy of ID of signatory (active director/company secretary or representative)
    • Power of attorney – if representative
    • Certified copy of ID of applicant
    • Approved and valid CoR9.4 - if name change

The service delivery standard is 25 working days from the date of tracking an application. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Appointment, resignation or removal of directors

The memorandum of incorporation (MOI) determines the minimum number of directors and alternate directors, which, in the case of a private company may not be less than one director.  A customised MOI will also set out the eligibility requirements for a director as well as the directors' term of office.  In the case of a standard MOI, the term of office is indefinite and there is no restriction on the number of directors. New directors may be elected by the Board of Directors when there is a vacancy or the company wishes to add directors.  Vacancies on the board arise if a director:

  • resigns or dies
  • ceases to hold the office, title or designation in the company that entitles the person to be an ex officio director,
  • becomes incapacitated or disqualified or
  • is removed.

A director may be removed by:

  • An ordinary resolution adopted at a shareholders' meeting by the persons entitled to exercise voting rights in the election of that director.  The director concerned must be given notice of the meeting and the resolution, at least equivalent to that which a shareholder is entitled to receive, regardless of whether the director is a shareholder.  The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
  • A resolution of the board because it has determined that the director in question has become ineligible or disqualified in terms of section 69 of the Act, is unable to perform the functions of a director and is unlikely to regain that capacity within a reasonable time or has neglected or been derelict in the performance of the functions of a director.
  • An order of the court confirming the resolution of the board or removing the director from office if the court is satisfied that the director is ineligible or disqualified, incapacitated, or has been negligent or derelict.

A director may be appointed by the Board of Directors, unless the Memorandum requires shareholder approval. 

In order to appoint, resign or remove a director, please follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

Step 2: Apply for the director change online

  • Login to "E-Services" using your customer code and password.
  • Click on Companies/Director Amendment/Lodge amendment.
  • Complete the Enterprise Name and Enterprise Number fields and click "Submit".
  • Tick the relevant fields if the requirements are met, and click the "Confirm Requirements" button.
  • Complete the required fields for Customer Details and the Authorising Director's details.  The system only allows for information of two directors or director and company secretary.
  • After completing the required fields successfully, and clicking on submit, you will receive a message indicating the following:

Your customer and authorising director/s details have now been saved successfully.  Email all relevant documents to CIPC:  cm29admin4@cipc.co.za.  Password will be sent to authorising director/s as soon as the enterprise is unlocked.  CIPC will inform the authorising person of the unlocking of the director/s profile.

Step 3:  Scan and email supporting documents

  •  Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail completed and signed a CoR39 form,  together with supporting documents to cm29admin4@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • Certified identity copy of applicant
    • Resolution pertaining to the changes
    • Notice and minutes if the decision was taken in a meeting
    • Certified ID copies of affected directors
    • Mandate by the company for the third party to submit on behalf of the company

Step 4:  Process the director change online

  • The service delivery standard for releasing the password after verifying the supporting documents is 5 working days from the date of receipt of the supporting documents.  Once CIPC verified the documents, the password to continue with the director change will be released to the authorising director's email address.  Ensure that the email address for receiving the unlocking password is correct
  • To check the status of the e-CoR39, click on "E-Services",  Log in as customer, and under the Companies Menu, click on Directors Amendment and either “Trace password” or “Password reset”.  
  • Once you received the password, login to "E-Services" using your customer code and customer password and not the password received above.
  • Click on Companies/Director amendments/Lodge amendments.
  • Complete the Enterprise Name and Enterprise Number fields and click "Submit".
  • Enter the password, click on Confirm and then "Next".
  • Click Edit next to Director details to edit the details, or click on "New Appointment" to add another director.  Complete the required fields and click on "Lodge Amendment"
  • If successful a screen will be displayed and you can print the CoR39 certificate.
Appointment, resignation and removal or auditors

The office of an auditor may not remain vacant for more than 40 business days.  An auditor may serve a maximum of five consecutive financial years. 

Steps to effect changes to auditors:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

Step 2: Apply for auditor or company secretary appointments or resignations

  •  Print and complete form CoR44.
  • Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed and signed documents together with supporting information to cor44@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • Certified identity copy of applicant
    • Certified copies of ID audit committee members where there are changes in audit committee members - if applicable

The service delivery standard is 15 working days from the date of tracking. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.