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:
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.
Apply for the director change online
- Click on On-line transacting, and then on Company Director Changes.
- Login, using your customer code and password and follow the prompts.
- Click on Amend Company Director Details.
- The Enterprise Details and Current Director Details will be displayed.
- Enter the First Listed Director's ID Number, tick the circle to confirm that the details as listed belong to the company that you want to change the directors for.
- Indicate if you want to add a new director, or if there are no new directors.
- Complete the required fields relating to the new Director, and click on Save.
- If you want to add another director, click on "Add Another New Director". Once all the new directors have been added, click on Continue.
- If you want to edit any details relating to the current director, click on Edit. Click on Continue.
- Confirm any changes, and click on Lodge.
- The tracking number of the transaction will be displayed. An email with CoR39 documentation, as well as the requirements relating to supporting documents will be sent to the customer and to all company directors.
- An authorised director(s) of the company or company secretary of the company should sign the CoR39 document. Where it is signed by any other person other than a director or company secretary a power of attorney must be attached.
Scan and email supporting documents
The following supporting documents must be included in your e-mail:
- Certified identity copy of applicant
- Resolution pertaining to the changes (Important – all directors are required to sign the resolution) Refer to Practice note 1 of 2019
- Notice and minutes if the decision was taken in a meeting (All directors to sign the minutes if decision was taken during a meeting.)
- Certified ID copies of affected directors
- Mandate by the company for the third party to submit on behalf of the company
- Signed Letter of consent to accept the appointment as a director in that company, when a director is being appointed.
- A signed letter of resignation by the director in a case of resignation.
- In an event that a company has a sole director and the board decides to effect the resignation simultaneous with the appointment of a new director, the resolution must be co-signed by both directors. Refer to practice note 2 of 2021
Email all relevant documents to CIPC: eServicesCOR39@cipc.co.za.
Please note that the email address eServicesCOR39@cipc.co.za should only be used if the director amendments (CoR39) is lodged electronically.
Service turnaround time: 5 working days from the date of receipt of the supporting documents.