Compliance obligations of companies and close corporations in business rescue

How-to guides / Training:

2019 XBRL SA Conference – CIPC & XBRL SA Introductory Training Provided on 13 August Presentation

2019 XBRL SA Conference – CIPC & XBRL SA Technical Training on 15 August Presentation

Recorded Demonstration of XBRL Portal

Guidelines to Register as a Customer to use the XBRL Portal

User Manual for XBRL Portal

Validation Service User Manual

CIPC Instruction Manual for Filing AFSs via XBRL – new eServices

CIPC Instruction Manual for Disclosure of AFS – new eServices

Technical information mostly relevant only to software service providers of client-side software:

• Filers Guidelines: Technical Aspects

Taxonomy 2022 (Incorporates IFRS 2022 and previous versions, GRAP and Co-operatives)

• Taxonomy
• Taxonomy Release Notes 
• Taxonomy for Download
• Taxonomy Sample Files
• Taxonomy GRAP Data Model
• Taxonomy IFRS Data Model
• Taxonomy Co-operative Data Model
• Taxonomy Mandatory Data Elements
• Taxonomy Architecture Framework

Taxonomy 2021 (Incorporates 2017, 2018, 2019, 2020, 2021 IFRS updates and GRAP Standard)

Taxonomy 2020 (Incorporates 2017, 2018, 2019, 2020 IFRS updates and GRAP standard)

• Taxonomy
• Taxonomy Release Notes
• Taxonomy Illustrated
• Taxonomy for Download
• Taxonomy Sample Files
• Taxonomy GRAP Data Model
• Taxonomy IFRS Data Model
• Taxonomy Mandatory Data Elements
• Taxonomy Architecture Framework

Taxonomy 2019 (Incorporates 2017, 2018, and 2019 IFRS updates)

• Taxonomy
• Taxonomy Release Notes
• Taxonomy Illustrated
• Taxonomy for Download
• Taxonomy Sample Files
• Taxonomy Data Model
• Taxonomy Mandatory Data Elements
• Taxonomy Architecture Framework

Taxonomy 2016

• Taxonomy
• Taxonomy Release Notes
• Taxonomy Illustrated
• Taxonomy for Download
• Taxonomy Sample Files
• Taxonomy Summary Document
• Taxonomy Data Model
• Taxonomy Mandatory Data Elements
• Taxonomy Architecture Framework

All companies (including external companies) and close corporations are required by law to file their annual returns within a certain period of time every year. CIPC will remind companies and close corporations annually to file their annual returns provided that CIPC has the correct electronic contact information of directors and members.

An annual return is a statutory return in terms of the Companies and Close Corporations Acts. Failure to file annual returns results in the CIPC assuming that the company and/or close corporation is not doing business or is not intending doing business in the near future. Non-compliance with annual returns, beneficial ownership declaration and AFS/FAS will lead to deregistration, which has the effect that the juristic personality is withdrawn, and the company or close corporation ceases to exist. Active directors of companies and active members of close corporations may still be held liable for actions taken during their tenure and while the company or close corporation was in business.

When filing the annual return, the company or close corporation MUST also file its latest Beneficial Ownership declaration as well as its Audited Financial Statements (AFS) or Financial Accountability Supplement (FAS).

• Companies have 30 business days from the date when annual returns become due to file annual returns before they are considered non-compliant with the Companies Act.  Late filing will result in penalties being incurred.

• Close corporations have, from the first day of its anniversary month up until thereafter, to file annual returns before they are considered non-compliant with the Close Corporations Act. Late filing will result in penalties being incurred.

• Annual returns can only be filed electronically by clicking here. Alternatively, it can be filed via e-Services.

Query Resolution 

• Click to log a query, then login using the credentials for the e-services website

• Options and Costing of Client-Side iXBRL Software

For entities seeking service providers for iXBRL client-side software solutions:

• Recommended Software Service Providers for Provisioning of iXBRL Client-side Solutions

For prospective software service providers who want to join the CIPCs vendor panel:

• Application Form for Software Service Providers for Panel Membership
• Assessment Criteria Form for Software Service Providers for Panel Membership

Forms needed

Compulsory forms for all manually registered companies, except foreign companies

• CoR14.1
• CoR14.1A

Additional forms for Non-Profit Company (NPC)

• CoR15.1C (compulsory for NPC without members and with standard MOI)
• CoR15.1D or draft your own MOI (not required if CoR15.1C is used)
• CoR15.1E (not required if CoR15.1C or CoR15.1D is used)

Compulsory forms for foreign company

• CoR 20.1
• CoR20.1A
• CoR21.2

Compulsory forms for domestication of foreign company

• CoR 17.1
• CoR14.1
• CoR14.1A
• either standard CoR15.1A or own MOI

Additional compulsory forms for public company and state-owned company

• CoR14.1 Annexure D
•  CoR15.1B or draft your own MOI

Additional compulsory forms for personal liability company 

•  CoR15.1B or draft your own MOI

Optional forms for all manually registered companies

•  CoR14.1C (optional for all companies)
• CoR14.1 Annexure D (optional for non-profit company, private company or personal liability company)

• iXBRL: Deprecation of 2016 & 2019 Taxonomy Entry Points on 1 July 2023
• The CIPC discussed XBRL as future-proof reporting standard at Finance Indaba 2022
• Notice of extension cooperatives
• Government Gazette notice on filing AFSs for Co-operatives via iXBRL
• Smart regulation by the CIPC through XBRL
• Government Gazette Notice on filing AFSs in GRAP via iXBRL from 1 October 2021
• XBRL Colloquium – 24 February 2021
• Notice about which Companies Should Submit AFS’s in the iXBRL format
• Notice about Unexpected Filing Notifications Received During / After iXBRL Pilot Testing
• Notice about Maintenance on the iXBRL Portal Impacting on e-Services AR, AFS and FAS filing Process
  
• Notice about Software and SSP Details Requirement on iXBBRL Instance Documents
• Notice in Gazette CIPCs iXBRL Taxonomy Updated (2019)
• Invitation to XBRL SA / CIPC Training
• Notice about Scheduled Maintenance and Downtime of all CIPC Systems between 19 July 2019 and 21 July 2019
• Article from South African-German Chamber of Commerce & Industry: Lofty Brainchild Explains XBRL
  
• AFS / FAS Submission User Guide
• Article from CNBC Africa: This new financial regulation system could prevent another Steinhoff, here’s how
  
• Notice about roll-out of “AR Hard-stop” functionality
• Radio 702 interview on the CIPCs iXBRL Programme
• Notice about temporary roll-back of “AR Hard-Stop” functionality
• Notice about system downtime for deployment of AR “hard-stop” functionality
• Notice about Annual Return process requirement of either AFSs or FASs to be filed
• Notice about filing Annual Financial Statements (AFSs) or Financial Accountability Supplements (FASs) together with Annual Returns (ARs)
• Notice about Live iXBRL Portal and Testing of AFS Filings
• Video: CNBC Africa Interview for iXBRL
• Video: Presentations and Panel Discussion about iXBRL at SAICA Event on 13 June 2018
• Minister Rob Davies congratulates the CIPC on the launch of iXBRL
• Video: Mr John Turner, CEO of XBRL International, Pledges his Support to the CIPCs iXBRL Programme
• Animation Video: Digital Financial Reporting via iXBRL
• iXBRL Advertorial
• Reminder: Entities not qualifying to submit AFSs via iXBRL still need to file FASs together with ARs
• Article From IT News Africa: South Africa Launches Digital Financial Reporting Solution
• Notice of System Downtime for Live Roll-Out of iXBRL
• Press Release: The CIPC Officially Launched iXBRL
• iXBRL Newsletter – May 2018
• iXBRL Opinion Piece by the Commissioner of the CIPC
• Video: The CIPCs iXBRL Programme Explained in a Nutshell
• iXBRL Newsletter – April 2018
• iXBRL Facilitates Standardised Business and Financial Reporting Globally
• What is iXBRL? Animation video by courtesy of Deloitte
• Letter of Appreciation to Pilot Companies
• Analysis: Digital Financial Reporting for iXBRL
• XBRL International announces first XBRL Certified Software
• Notice: Submission of Annual Financial Statements (AFSs) Using iXBRL is Mandatory from 1 July 2018
• Appointment of software service provider for development of the CIPCs iXBRL reporting platform
• Why the CIPC Decided to Mandate iXBRL
• Did you know that CIPC is introducing iXBRL – Filing of Annual Financial Statements using an innovative platform?

The Companies Act (Act 71 of 2008) states that a company must not carry on its business recklessly, with gross negligence, with intent to defraud or trade under insolvent circumstances (Section 22). If a company trades in such circumstances, the Commission may require the company to cease carrying on business.

Although “trading under insolvent circumstances” is not defined in the Act, it is accepted to mean that a company does not meet the “solvency and liquidity test” criteria. There are many trading companies which are liquid, meaning they can pay their debts as they become due, but not necessarily solvent as defined in the solvency and liquidity test.

In terms of the “solvency and liquidity test”, solvency relates to the assets of the company, fairly valued, being equal or exceeding the liabilities of the company. Liquidity relates to the company being able to pay its debt as they become due in the ordinary course of business for a period of 12 months.

The solvency and liquidity test applies to the following:

• financial assistance for the subscription of securities (section 44)
• loans or other financial assistance to directors (section 45)
• distributions to shareholders authorized by the board (section 46)
• capitalization of shares (section 47)
• company or subsidiary acquiring company’s shares (buy backs or buy ins) (section 48)
• amalgamations or mergers (section 113)

E-Services:  Electronic Application for Appointment and Resignation of Auditors

The office of an auditor may not remain vacant for more than 40 business days, while a company secretarial vacancy must be filed within 60 business days.  An auditor may serve a maximum of five consecutive financial years.

To appoint click here

For manual application the following supporting documents must be included in your e-mail:

• • complete form CoR44
  • Certified identity copy of applicant/person who signed the Co44 form
  • Certified identity copies of all audit committee members only with appointment
  • Proof of address by way of an Annexure or letterhead of firm

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail:  cor44@cipc.co.za

The constitution of a co-operative is the document which contains all the rules for how the co-operative should be structured and managed. The constitution should include:

• Official document – Procedures and Regulations in the Constitution
• Meetings
• Membership
• General Matters
• The Annual General Meeting (AGM)
• The Board of Directors
• Decision making
• Management
• Finances
• Any other rules that agree with the Co-operative principles

Every member has to read the constitution of the Co-operative carefully and understand all the regulations in it.  Alternatively, the Board of Directors must explain all the rules of the constitution to the members and ensure that they understand them.

The constitution of the co-operative must be signed by all members and must be submitted with the application.

Model constitutions for co-operatives:

• Model Constitution for Primary Agricultural Co-operatives
• Model Constitution for Primary Non-Specific Co-operatives
• Model Constitution for Primary Housing Co-operatives
• Model Constitution for Primary Worker Co-operatives
• Model Constitution for Secondary Co-operatives
• Model Constitution for Housing Primary Co-operative
• Model Constitution for Tertiary Co-operatives
• Model Constitution for Financial Co-operative
• Model Constitution for Social Co-operative

After registration, a co-operative has to convene an annual general meeting (AGM) within 18 months of registration.

• At the first AGM of your co-operative you must:
  • Appoint an auditor or independent reviewer
  • Elect the Directors
  • Elect the supervisory committee, if required by the constitution
  • Decide on the future business of the Co-operative
  • Take minutes

After that, all further Annual General Meetings must be held within 6 months after the end of a Co-operative’s financial year as stated in the Constitution.

• At all the other Annual General Meetings the Co-operative must do the following:
  • The Board of Directors must present a financial report or independent reviewed report on the past financial year together with the Annual Financial Statements (AFS)
  • Approve the report and the Annual Financial Statements (AFS) or independent reviewed report.
  • Elect Directors, if required by the constitution
  • Elect the supervisory committee, if necessary
  • Decide on matters relating to the business and activities of the co-operative

The Companies Act requires all companies to maintain their company records. A company must at all times have a copy of its Memorandum of Incorporation (MOI) and any amendments or alterations to it, as well as any rules that apply to the company in terms of its MOI. The company is also required to keep a register of its shares and its company secretary and auditor, to the extent that the company is required to make such appointments. In addition, the company is required to keep the following records for a period of seven (7) years:

• A record of its directors, including the following detailed information about each director:-
  • the full name and any former names;
  • the identity number or date of birth;
  • the nationality and passport;
  • the occupation;
  • the date of their most recent election or appointment;
  • the name and registration number of any other company or foreign company that the director is a director of;
  • the address for service for that director; and
  • any professional qualification and experience of the director in the case of a company that is required to have an audit committee.

• Copies of:-
  • all reports presented at an annual general meeting;
  • annual financial statements required by the Act;
  • any accounting records required by the Act;
• Notices and minutes of all shareholder meetings, including resolutions taken at those meetings, as well as the documents made available to the shareholders in relation to those resolutions;
• Copies of any written communication sent by the company to shareholders; and
• Minutes of meetings and resolutions of directors, directors committee, or audit committees.

Any person who holds shares or a beneficial interest in the company is entitled to view and obtain copies of such documents. Any other person may inspect such records at a cost.

In order to change an existing registered co-operative name, a name must first be reserved. Once a name reservation has been approved, the co-operative must apply for a change to its Constitution. CIPC must also be informed of the change of name of the Co-operative.

To reserve a name click here

For manual application and documents required the following supporting documents must be included:

• Complete the CO-OP6.1 form
• Letter of approved name (Cor9.4)
• The original written resolution or statement of consent to the name change signed by the chairperson of the board
• Certified identity copy of the chairperson of the meeting
• Power of attorney (if applicable)

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: Co-op6@cipc.co.za or Post

• 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 sides.
• 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 CoR9.4 (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.

The following supporting documents must be included:

• 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

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: companydocs@cipc.co.za;

Close corporations that are required to be audited as per the Companies Act, 2008 or regulation 28, must file a copy of the latest approved Audited  Financial Statements on the date that they file their annual return with CIPC.

Close corporations that are not required to have their financial statements audited, may elect to voluntarily file their audited or reviewed statements with their annual returns.  If such close corporation chooses not to file a full set of financial statements, they must file a financial accountability supplement with their annual return.

Steps to file your annual financial statements

• For filing audited financial statements or reviewed financial statements, please click here, complete the required fields and attach a PDF copy of your audited financial statements.
• To file a financial accountability supplement, click here and complete the required fields.

Chapter 6 of the Companies Act 2008 (Act 71 of 2008) provides for the efficient rescue and recovery of financially distressed companies, in a manner that balances the rights and interests of all relevant stakeholders.  All businesses that are financially distressed and want to take a decision to start rescue proceedings can file a notice to start business rescue proceedings with the CIPC.

Business rescue can be initiated by:

• The board of directors;
• By an application to court when the business is financially distressed;
• Various affected persons by application to court (including shareholders, creditors, registered trade unions and employees).

The decision by a board to pass a resolution for business rescue needs to be done urgently to enable the business rescue practitioner to take control for the purposes of having a business rescue plan approved and thereafter implemented.

A business rescue practitioner will be appointed to oversee and supervise on a temporary basis the management, affairs and business of the company and to devise, prepare, develop and implement a business rescue plan.  The plan will be implemented if approved by creditors and shareholders to the extent that the rights of the shareholders will be affected.

A director or a member would have a duty to consider passing a resolution for a company’s business rescue or alternatively resolve to wind up or liquidate as soon as he or she becomes knowingly aware that the company is either:

• financially distressed or
• is trading in insolvent circumstances (both factually in that its liabilities exceed its assets, and commercially in that it cannot pay its debts to creditors as and when they fall due

During the company’s business rescue proceedings, each director of the company:

• would continue to exercise the functions of a director subject to the authority of the practitioner duly appointed
• must assist the practitioner that is expected to operate the company and to continue to run its business
• may delegate any power or function to the practitioner duly appointed that would have full management control of the company in substitution for its board and pre-existing management.

Important:  No liquidation proceedings must have commenced against the company when a decision is taken to start business rescue proceedings. Only applications that must be filed by CIPC in terms of Chapter 6 of the Companies Act, 71 of 2008 must be filed via the authorised platforms.  CIPC does not read, file or store, other matters of business rescue e.g. minutes of creditor meetings, correspondence between affected parties or attorneys.  Submitting such documents negatively impacts the ability of CIPC to effectively and efficiently process matters that must be submitted to it.  If further documents or information is required regarding the administration of business rescue, CIPC will request such directly from the practitioner or company or close corporation.

File for business rescue

File Notice of Commencement of Business Rescue Proceedings (form CoR123.1) or court order commencing business rescue proceedings:

Application may only be submitted via New E-Services by capturing the required form information and uploading the relevant supporting documents.  Once submitted, the service will provide a reference number (or previously called a tracking number) and refer the information and documents, for back office review and approval.  The application will only be regarded as filed, once back office have confirmed or approved the submitted information and supporting documents.  It should be noted that the submission of the information via the authorised platform, does not constitute filing.  Filing only occurs once back office has confirmed the information and supporting documents meets the relevant legal, process and submission requirements.

Click here for the step-by-step guide for registering as a customer via New E-Services.

Click here for step by step guide for business rescue proceedings via New E-Services.

Click here for the CIPC service standards.  Service Standard is dependent on payment for the transaction being made.

Click here to log an enquiry (only after the indicated service standard has lapsed).

File and Publish Notice of Appointment of Practitioner

Within five days after the date of board resolution and submitting the CoR123.1 with supporting documents to CIPC via the authorised platform (and receiving a confirmation letter from CIPC that the company or close corporation has been placed into business rescue), the company or close corporation must appoint a person who qualifies to be a business rescue practitioner, in good standing of the professional accredited by the Commission and has been licensed by the Commissioner as a business rescue practitioner.

Click here for the step by step guide for registering as a customer via New E-Services.

Click here for the step by step guide for licensing as business rescue practitioner via New E-Services.

Click here for the step by step guide for notice of appointment of a business rescue practitioner via New E-Services.

Click here for the CIPC service standards. Service Standards is dependent on payment for the transactions being made.

Click here to log an enquiry (only after the indicated service standard has lapsed).

File a status report with CIPC

The Practitioner must file a status report (CoR125.1) with CIPC after three months by e-mailing it to businessrescue@cipc.co.za. If business rescue proceedings are not concluded within 3 months, or within the time extension granted by court, the business rescue practitioner must file monthly report updates with the CIPC and to the court, in the case of a court-ordered business rescue process, until the proceedings are concluded.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail:  businessrescue@cipc.co.za

Trade Mark application:

• R590 for each class category

Patent application:

• R60 for provisional patent application
• R590 for complete patent application or PCT national entry application

Design application:

• R240

Copyright application:

• R510

For bank account details, click here.

Use your 6-character long customer code as a reference when making a deposit.

The following supporting documents must be included in your e-mail:

Within 15 days after the Annual General Meeting (AGM),  Category B primary co-operative must submit a completed notice of appointment of an independent reviewer form (Form CO-OP4), Category C primary co-operative must submit a completed notice of appointment of an auditor form.

Secondary co-operative must submit completed notice of appointment of an auditor form (Form CO-OP4)

Tertiary co-operative must submit completed notice of appointment of an auditor form (Form CO-OP4)

National Apex co-operative must submit completed notice of appointment of an auditor form (Form CO-OP4)

To appoint or effect changes to the auditors, follow these steps:

• Register a customer code
• If you are already registered as a customer and know your customer code and password, proceed to the next step.
• Complete form CO-OP4.
• Letter of consent of appointment  as an auditor or independent reviewer

E-mail: Co-op3an4@cipc.co.za

The following supporting documents must be included:

• Complete the CO-OP 6.1 form
• Deposit R17.50  click here for bank details
• The original written resolution or statement of consent to change the clause on shares, signed by all members of the co-operative
• A declaration that all membership shares issued are of the same class and ranking for all purposes including rights, liabilities and interest payments.
• Certified identity copy of the chairperson of the meeting
• Power of attorney (if applicable)

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail:Co-op6@cipc.co.za or Post

The following supporting documents must be included:

• Form CO-OP 3 – Address & contact particulars of co-operative (no fee payable)
• Form CO-OP 6.1 if place (township/suburb/city) and/or province where the registered office is based
• Deposit R17.50  click here for bank details
• Resolution or minutes of the meeting in terms of which the change has been mandated
• Certified identity copy of chairperson of the meeting
• Power of attorney (if applicable)

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: Co-op3an4@cipc.co.za or Post

The following supporting documents must be included:

• Complete the CO-OP6.1 form
• Letter of approved name (Cor9.4)
• The original written resolution or statement of consent to the name change signed by the chairperson of the board
• Certified identity copy of the chairperson of the meeting
• Power of attorney (if applicable)

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: Co-op6@cipc.co.za or Post

The auditor’s report and the Annual Financial Statements (AFS) must be approved at the Annual General Meeting (AGM) and signed by the chairperson of that meeting.

The Board of Directors must send a copy of the Annual Financial Statements/Independently Reviewed Report/Directors Annual Report (whichever is applicable) to the Registrar of Co-operatives within 15 days after approval and signature.

Steps to file your annual financial statements

Register as a Customer

If you are already registered as a customer and know your customer code and password you can complete the CO-OP7 form.

Your customer code should be completed on the CO-OP7 form (The reference number).

Submit the Annual Financial Statements/Independently Reviewed Report/Directors Annual Report

Scan and e-mail completed and signed CO-OP7

form together with the Annual Financial Statements/Independently Reviewed Report/Directors Annual Report to Coopsfinancials@cipc.co.za

The following supporting documents must be included:

• Complete form CoR15.2.
• 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

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: moiamendments@cipc.co.za

Click here for the CIPC service standards. Service Standard is dependent on payment for the transaction being made.

Click here to log an enquiry (only after the indicated service standard has lapsed).

To register a Primary, Secondary, and Tertiary Co-operative click here.

An application to register a co-operative must be made by-

• For a Primary, a minimum of five natural persons; or two juristic persons; or a combination of any five persons.
• For a Secondary, a minimum of two operational primary co-operatives
• For a tertiary, a minimum of two operational secondary co-operatives
• For a National Apex, a minimum of three operational sectoral tertiary co-operatives that operate on a national level; and five operational multi-sectoral tertiary co-operatives that operate on a provincial, district or local level.

Operational means a Co-operative that has held its annual general meeting and has submitted its annual report audited report or independent reviewed report as applicable to the registrar in its last financial year.

• Step by step by guide for Primary Co-operative
• Step by step by guide for Secondary Co-operative
• Step by step guidefor Tertiary Co-operative :

Note: Primary, Secondary, and Tertiary Co-operative registration accept card payment method only.

E-Services:  Electronic Application for Appointment and Resignation of 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:

Manual Application:  Appointment, Resignation, and Removal of Auditors or Company Secretary

The position of an auditor or an audit committee member may not remain vacant for more than 40 business days, while a company secretarial vacancy must be filed within 60 business days.  An auditor may serve a maximum of five consecutive financial years.

Steps to effect changes to auditors, audit committee members or company secretaries:

A company can be converted to a co-operative  (Section 66 and 64 of the Co-operative Act (Act 14 of 2005).

To convert Submit documents the following supporting documents must be included in your e-mail:

(a) Primary Co-operative an application to register a primary co-op must be made by a minimum of –

(i) Five natural persons

(ii) Two juristic persons

(iii) A combination of any five persons

(b) A secondary co-operative must be formed by two or more operational primary co-operatives.

(c) A tertiary co-operative must be formed by two or more operational secondary co-operatives.

(d) National Apex co-operative must be formed by – three operational sectoral tertiary co-operative that operates on a national level and five operational multi-sectoral tertiary co-operatives that operated on a provincial, district, or local level.

N.B Operational means a co-operative that has held its annual general meeting and has submitted its annual report, audited report, or independent reviewed report to the registrar in its financial year.

Apply for voluntary winding up (de-registration) of your co-operative

The following supporting documents must be included:

• • Complete form CO-OP10.
  • A copy of the notice convening the meeting and setting out the proposed resolution and the reasons therefore
  • Power of attorney – if representative

Liquidation or Winding up by Court Order

• • Court order to commence winding up proceedings.

De-registration by order of the Minister of Trade and Industry

• • The Registrar will notify the co-operative of liquidation or winding up proceedings.

NB: Please note that full finalisation of de-registrations is dependent on statutory advertisement process which is in excess of 3 months

E-mail: cooperativesonline@cipc.co.za

The following supporting documents must be included in your e-mail:

• Complete the CK2A form. (signed by ALL active members and the accounting officer)
• 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 of asylum seeker  – No temporary resident documents will be accepted as valid confirmation of identity.
• 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.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: manualck2@cipc.co.za

Please participate in CIPCs process of public consultation of the 2022 taxonomy and data model by sending comments to xbrl@cipc.co.za.

• GAP Analysis between IFRS 2021 and IFRS 2022 including entry points for Co-operatives
• XBRL Taxonomy 2022 Co-operative Data Model Public Consultation
• XBRL Taxonomy 2022 Co-operative Data Model Public Draft
• Draft Taxonomy 2022 as on 1 April 2022 Framework Architecture
• Draft Taxonomy 2022 for Download as on 1 April 2022
• Draft Taxonomy 2022 Mandatory Elements As on 1 April 2022
• Draft Taxonomy 2022 Release Notes as on 1 April 2022

To register as a customer for primary, secondary, and tertiary co-operative click here

You may also follow a step-by-step guide.

To register as a customer for conversion  and maintenance of a co-operative click here

Filing AFSs vs FASs together with ARs
How to file FASs when AFSs don’t apply

Electronic patent application

Apply now

Provisional Patent Application (manual)

Complete the following forms:

• P1: “Application for a Patent and Acknowledgement of Receipt” submitted in duplicate for manual filing.  Please make sure that you write your CIPC customer code on this form.
• P2: “Register of Patents”, submitted in duplicate
• P3: “Declaration of Power of Attorney”, single copy
• P6: “Provisional Specification”, single copy

A Complete Patent Application must be submitted within 12 months from the date of filing the provisional patent application by the applicant or his agent, or within a further 3 months on application to the Registrar for extension of time filed before the expiration of the 12 months.

Click here for forms

Complete Patent Application (manual)

Complete the following forms:

• P1:  “Application for a Patent and Acknowledgement of Receipt” submitted in duplicate for manual filing.  Please make sure that you write your CIPC customer code on this form.
• P2: “Register of Patents”, submitted in duplicate
• P3: “Declaration of Power of Attorney”, single copy
• P7:  Full detailed descriptions, claims, and drawings (if applicable) on A4 pages should be included.
• P8:  Publication particulars and abstract;  abstract could contain one drawing or chemical formulae if applicable.
• P26: (Power of Attorney) must be completed.
• Patent Cooperation Treaty (PCT) Applications National Phase are regarded as complete applications, but instead of the P1 form, form P25 must be filed.  Please note that you have to write your CIPC customer code on the form P25.

Click here for forms

Patent Cooperation Treaty International Application

• If an applicant has come up with an invention that he or she wishes to patent in a number of countries, the applicant is advised to utilise the Patent Cooperation Treaty (PCT) prior to actually lodging patent applications in these countries.
• The applicant or patent attorney will complete a “Patent Cooperation Treaty Request Form” (in triplicate), together with the respective specifications, drawings etc.
• The PCT Receiving Office at CIPC processes this application and calculates the costs involved.
• NOTE:  Any national or resident of South Africa can file an international application at the Receiving Office in South Africa.

• The PCT system is a patent “filing” system and is not a patent “granting” system. There is no “PCT patent”.

The PCT system provides for:

• An international phase comprising:
• Filing of the international application
• International search
• International publication and
• International preliminary examination (optional)
• A national/regional phase before designated Offices and/or Elected offices.
• The decision on granting patents is taken exclusively by national or regional offices in the national phase.
• Only inventions may be protected via the PCT by applying for patents, utility models and similar titles.
• Design and trade mark protection cannot be obtained via the PCT. There are separate international conventions dealing with these types of industrial property protection (The Hague Agreement and the Madrid Agreement, respectively). SA is not yet a member of these agreements.

Find more information here

Name Reservation

In terms of the Companies Act, 2008, a for profit company (e.g. private company) may be registered with or without a company name while a not for profit company must have a name. When a company is registered without a reserved name, its registration number automatically becomes the company name with (South Africa) as the suffix. This is the quickest way to register a company.

In terms of the Companies Act, 2008, a for profit company (e.g. private company) may be registered with or without a company name while a not for profit company must have a name. When a company is registered without a reserved name, its registration number automatically becomes the company name with (South Africa) as the suffix. This is the quickest way to register a company.

Such a company may transact with a trading (business) name, or may apply to add a reserved name at a later stage. In this case, the company will need to first reserve a name and then apply for a name change, which constitutes a change to its Memorandum of Incorporation (MOI) (refer to  Maintain a Business).

If your initial name reservation application is not approved, you will need to apply for new names. You may apply for between 1 and 4 names during each application process. Each name reservation application costs R50 and since it is regarded as a filing fee and not an administrative fee, it is not refundable. It is advised that a free Trade Mark search and browser search (using your preferred browser Google or Chrome etc) to confirm the use of your proposed name before submitting such as part of your name reservation application.

Your name reservation application is only registered or reserved upon written confirmation from CIPC in the form of a CoR9.4.  The name reservation is valid for 6 months during which period you must have used it on a company or co-operative registration or a change to a company or close corporation name.

Available Platforms for name reservations:

• New E-services – www.cipc.co.za / Online Transacting / New E-services
• BizPortal – www.bizportal.gov.za
• CIPC Mobile App
• Self Service Terminal
• Banks (as part of company registration process)
• Associated name reservations or names requiring supporting documentation namereservationsandregistrations@cipc.co.za
• e-Services – www.cipc.co.za / Online Transacting / e-Services

Click here for step by step guide for name reservation via New E-Services.

Click here for the Frequently Asked Questions.

Click here for the CIPC service standards.  Service Standard is dependent on payment for the transaction being made.

Click here to log an enquiry (only after the indicated service standard has lapsed).

Extension of Reserved Name

A reserved name will continue to be valid for a period of 6 months from the date of approval but it can be extended on application together with the prescribed fee of R30, by the person who submitted the name reservation for a period of 60 business days at a time.

The approved or reserved name can only be extended within the month prior to its expiry date and once the reserved name has expired, the same cannot be extended.

Available platform:

• e-Services – www.cipc.co.za / Online Transacting / e-Services

Transfer of Reserved Name

Only a person under which the name has been reserved can transfer the reserved name to the other person by filing a signed notice of the transfer together with the prescribed fee. Thus a transfer of the reserved name can only be transferred from Customer Code under which the name has been reserved to another Customer Code.

A reserved name can only be transferred while still within the stated validity period and once the name has expired, the name cannot be extended.

NB:  Transfer of the reserved name does not result in the reserved name validity period being extended (the original validity period applies just assigned to another customer code) or a company name change.

Company Registrations

There are five types of companies that you can register.  If you wish to run a franchise business, you would register a private company.  If you wish to register a church, you would register a non-profit company.  A private school could be registered as a private company or non-profit company, depending on its objectives.  An association of professionals such as lawyers, doctors, civil engineers etc, may be registered as a personal liability company.  For personal liability companies, it is recommended that you consult the relevant regulatory or registration authority of such profession to confirm the type of company registration required.

A company registration may vary between R125 and R475 (R125 for a private company, R475 for a non-profit company registered without members).

The following supporting documents must be included in your e-mail:

• • CoR44 form
  • Certified identity copy of applicant / person who signed the CoR44 form
  • Certified copies of ID audit committee members where there are changes in audit committee members – if applicable
  • Proof of address by way of an Annexure or letterhead of firm

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail address: cor44@cipc.co.za

Secondary, tertiary co-operative registration, or/and conversion of co-operative 

The following supporting documents must be included in your e-mail:

•  Constitution (A constitution must be submitted as part of the application)
•  Certified ID copies, (certification date not to be older than 3 months)
•  Name reservation confirmation CoR9.4

• Send all documents to: Cooperativesonline@cipc.co.za

Name reservation

It is compulsory for a co-operative to have an approved name before registration. For name reservation click here

Note the following:

• The name must always indicate what the main business objective of the co-operative is. For example a co-operative that does Catering, the name must have a word like Catering as part of the name.
• If the co-operative has multiple objectives, the main objective must still appear as part of the name but words like “Multi-Purpose” or “ Other Projects” could also form part of it.
•  The fee for name reservation is R50.

Note: Name reservation for primary co-operative registration must be reserved on new e-services

The following supporting documents must be included in your e-mail:

• Certified identity copy of applicant
• Certified identity copy or passport of all incorporators, directors and representative
• Power of attorney (if applicable)
• All forms required

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.
E-mail: companydocs@cipc.co.za

Click here for the CIPC service standards.  Service Standard is dependent on payment for the transaction being made.

Click here to log an enquiry (only after the indicated service standard has lapsed).

The following supporting documents must be included in your e-mail:

• • Submit notice of amendment of Memorandum of Incorporation (MOI) (CoR15.2)
  • 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
  • Approved and valid CoR9.4 – if name change

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: moiamendments@cipc.co.za

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

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail:  Manualcor39@cipc.co.za

The following supporting documents must be included in your e-mail:

• • complete form CoR44
  • Certified identity copy of applicant / person who signed the Co44 form
  • Certified identity copies of all audit committee members only with appointment
  • Proof of address by way of an Annexure or letterhead of firm

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail:  cor44@cipc.co.za

The following supporting documents must be included in your e-mail:

• • complete form CoR40.5
  • Certified ID copy of the applicant (director/member);
  • Certified ID copy of the customer filing the application;
  • Multiple Deed search (reflecting ownership of immovable property or not) (as from 1 January 2022 no longer required);
  • Letter from the Department of Public Works, indicating that such department has no objection to the re-instatement, if it has immovable property (as from 1 January 2022 no longer required);
  • Mandate from the applicant on whose behalf the application is being submitted; and
  • Sufficient documentary proof indicating that the company or close corporation was in business  (Provide evidence that the company was conducting business related activities at the time of deregistration, namely bank statements for a 12 month period that runs over the date of deregistration) or that it had any outstanding assets or liabilities (e.g. property, intellectual property rights) at the time of deregistration.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail:  re-instatements@cipc.co.za

The following supporting documents must be included in your e-mail:

complete form CoR126.1

COR126.1 Form (duly completed dated and signed).

Proof of filing fee of R500;

Customer Code (clearly indicated on the top right-hand corner of the form).

Certified copies of suitable educational qualifications.

Registration number/s that reflects the membership of relevant professional body or bodies.

Supporting documentation to substantiate the factual information in respect of the history and relevant practical experience, (provide references).

Certified valid TAX clearance certificate (individual).

A declaration/ Sworn statement in terms of Section 138 stating that the applicant:

A comprehensive résumé (CV) containing full and detailed particulars of the applicant’s history and relevant practical experience working in a distressed business environment and demonstrating relevant turnaround experience.

a.  Is not subject to an order of probation in terms of section 162 (7);
b.  Would not be disqualified from acting as a director of the company in terms of section 69 (8);
c.  Does not have any relationship with the company requesting Business Rescue;
d.  Is not related to a person who has a relationship with any of the companies.

The applicant must adhere to the concurrent application of Section 5(6) of the Companies Act 71 of 2008 as amended, in case of listed entities.

The applicant must state if he/she has ever been refused a license before, or membership of a professional body, (if so provide reasons).

Certified ID or passport copy of the applicant.

Contact details containing e-mail address and cell phone number.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail:  businessrescue@cipc.co.za

The following supporting documents must be included in your e-mail:

Complete the following forms relating to incorporation:

• • CoR 89 ( Notice of Amalgamation or Merger)
  • CoR15.2 ( if changing MOI)
  • CoR15.1A, 15.1B or Own MOI,
  • CoR14.1
  • CoR14.1 Annexure A and CoR9.4  (if registering a new company)

The following supporting documents must be included:

• • Certified identity copy of applicant and directors
  • Letter authoring deregistration of company
  • Signed Agreements form the Merging companies (confirming that all Assets, securities have been transferred to the remaining company)
  • Special Resolution containing minutes of the meeting held when changes take place
  • Statement declaring that the company is solvent

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: COR89@cipc.co.za

Click here for the CIPC service standards. Service Standard is dependent on payment for the transaction being made.

Click here to log an enquiry (only after the indicated service standard has lapsed).

The following supporting documents must be included:

Complete the following forms:  CO-OP1

Confirmation notice of name reservation – CoR9.4 (if applicable)

Certified identity copy of members

Power of attorney (if applicable)

Proof of payment

A sworn statement by a person who acted as the chairperson of the general
meeting:

that the meeting has passed a resolution authorising the conversion of
the company into a co-operative of the required kind and form;

that the meeting was specially convened to consider the resolution; and

that the chairperson has satisfied himself or herself that proper notice of
the meeting was given to the members of the company;

A copy of the resolution and reasons for the conversion

Proof of the company registration

Certified copies of the company’s memorandum and articles of association/Memorandum of Incorporation

Two copies of the proposed new co-op constitution

Certified copy of the company’s latest audited financial statements

A schedule containing the full names and addresses of the company, the number and class of shares held by each  one of them in the company and the occupations of the members

A schedule containing the full names and addresses of the directors of the company

A schedule stating the extent of the company’s interest in other companies.

Written notice of at least three months of the proposal has been given to each known creditor who has a claim exceeding one thousand rand

It is compulsory to appoint an auditor upon registration of a co-operative unless an exemption has been obtained.  In order to appoint an auditor, download and complete form CO-OP4.  In order to obtain exemption from the audit requirements for an initial period of three years, download and complete form CO-OP6.

A constitution must be submitted as part of the application.  Select a relevant model constitution from our website.   Download the constitution and complete all the blank spaces.  The last page of the constitution must be signed by all the founder members of the co-operative.  Please note that you need to keep your original constitution.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: Cooperativesonline@cipc.co.za

The following supporting documents must be included in your e-mail:

• CO-OP 1
• CO-OP 6.4
• Confirmation notice of name reservation – CoR9.4 (if applicable)
• Certified identity copy of members
• Power of attorney (if applicable)
• Proof of payment
• A sworn statement by a person who acted as the chairperson of the general meeting:
  • that the meeting has passed a resolution authorising the conversion of the company into a co-operative of the required kind and form;
  • that the meeting was specially convened to consider the resolution; and
  • that the chairperson has satisfied himself or herself that proper notice of the meeting was given to the members of the company;
• A copy of the resolution and reasons for the conversion
• Proof of the company registration
• Certified copies of the company’s memorandum and articles of association/Memorandum of Incorporation
• One copy of the proposed new co-operative constitution
• Certified copy of the company’s latest audited financial statements
• A schedule containing the full names and addresses of the company, the number and class of shares held by each one of them in the company and the occupations of the members
• A schedule containing the full names and addresses of the directors of the company
• A schedule stating the extent of the company’s interest in other companies.
• Written notice of at least three months of the proposal has been given to each known creditor who has a claim exceeding one thousand rands

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: cooperativesonline@cipc.co.za

The following supporting documents must be included:

• Complete the CR1 – Application to register a co-operative
• CR4 – Notice of appointment of auditor OR
• CR8 – Application for exemption from full compliance with auditing requirements.
• CR5 – Application for name reservation
• Deposit R245.00  click here for bank details
• Confirmation notice of name reservation – CoR9.4
• Certified identity copy of members
• Power of attorney (if applicable)
• Proof of payment of R245
• Copy/Summary of the proposed amalgamation agreement must accompany the notice of meeting
• Notice of registered office, directors of the amalgamated co-operative
• Declaration by the directors of each amalgamating co-operative stating that the amalgamated co-operative is liquid, solvent and interests of creditors will be protected.
• The board of directors of each amalgamating co-operative must submit the proposed agreement to amalgamate to a general meeting of each amalgamating co-operative
• A copy or summary of the proposed amalgamation agreement must accompany the notice of such meeting
• An amalgamation agreement must be approved by special resolutions of each amalgamating co-operative
• After approval of an amalgamation agreement, the constitution of the amalgamated co-operative must be submitted to the registrar for approval, together with a notice of its registered office, a notice of the directors of the amalgamated co-operative
• A declaration by the directors of each amalgamating co-operative must be attached to the constitution submitted as mentioned above, establishing that the relevant provisions of their constitutions have been complied with in approving the amalgamation, and that there are reasonable grounds to believe that-
  • the amalgamated co-operative will be able to pay its liabilities as they become due;
  • the realisable value of the amalgamated co-operative’s assets will not be less than the total of its liabilities, share capital and reserves; and
  • the interests of creditors will be protected in compliance with section 64.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: cooperativesonline@cipc.co.za or Post

The following supporting documents must be included:

• CR1 – Application to register a co-operative
• CR4 – Notice of appointment of auditor OR
• CR8 – Application for exemption from full compliance with auditing requirements.
• Deposit R215.00  click here for bank details
• CoR9.4 – Confirmation notice of name reservation
• Certified identity copy of members
• Power of attorney (if applicable)
• Proof of payment of R215 per co-operative
• Copy/summary of the proposed division agreement must accompany the notice of meeting
• The constitutions of the co-operatives to be constituted by the division must be submitted to CIPC for approval together with a notice of their registered offices and a notice of the directors of the co-operatives in question.
• A declaration by the directors of the co-operative being divided, establishing that the relevant provisions of its constitution have been complied with in approving the division;
  A declaration by the directors of each co-operative constituted by the division, establishing that there are reasonable grounds to believe that-
  • • the co-operatives to be constituted will be able to pay their liabilities as they become due;
    • the realisable value of the assets of the co-operatives to be constituted will not be less than the total liabilities, share capital and reserves; and
    • the interests of creditors will be protected in compliance with section 64.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: cooperativesonline@cipc.co.za or Post

To convert a close corporation to a short standard private company (CoR15.1A), deposit R50.00 for the name reservation and R125.00 for company registration and to convert a close corporation to a company with a customized Memorandum of Incorporation, or using CoR15.1B, deposit R50.00 for the name reservation and R425.00 for company registration click here for bank details.

The following supporting documents must be included:

• • • A Memorandum of Incorporation for the company to be formed (CoR15.1.A or CoR15.1 B or customized MOI).  Click here for information on email addresses and requirements for submission.
    • Form CoR39 to identify the initial directors of the company. Click here for information on email addresses and requirements for submission.
    • Form CoR21.1 if a change in registered office is to be made.  Click here for information on email addresses and requirements for submission.
    • Form CoR25 if a change in financial year end is to be made.  Click here for information on email addresses and requirements for submission.
    • Form CoR44 if an auditor for the company has been appointed.  Click here for information on email addresses and requirements for submission.
    • Form CoR44 if an audit committee has been appointed.  Click here for information on email addresses and requirements for submission.
    • Form CoR9.4 (reserve a name) if a change of name must take place upon conversion.
• • 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

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

E-mail: cooperativesonline@cipc.co.za or Post

Customer and government registration

Please note that you have to be registered as a customer on our system in order to obtain the information that you require. Once processed, you will be billed for the amount and the request will be dispatched to you.

Additional application forms and information are needed when a government department wants to be registered as a customer.

Basic rule
The Companies Act, 1973 and Close Corporations Act, 1984 do not currently allow CIPC to grant free access to its databases whether or not it is to the benefit of the government.

However, in terms of CIPC protocol (common law principle that government will not charge/invoice itself), free access to the CIPC databases is given for a fixed period to a national or provincial government department including an enforcement / judicial institution such as SAPS and the National Prosecuting Authority.

Requirements for access to CIPC database

The following items are a list of requirements by CIPC to government departments that require access to the CIPC databases:

1. Government department to provide CIPC with a formal letter bearing its letterhead, indicating:
   • its function (mandate) in government;
   • reason for requesting access to the database; and
   • contact details of the government department officials who need access to the CIPC database (not more than 5 officials are allowed for purposes of ICT security and proper management) – such contact details should include:
     • full names and surname;
     • name of a division in which each official is working;
     • ID number;
     • telephone number and email address;
     • persal / salary related number; and
     • job title
2. Signing of an agreement to be provided by CIPC and negotiated – part of such agreement is a declaration of secrecy.

Requirements following the signing of an agreement

1. Once the agreement is signed by CIPC and a government department –
   • CIPC will arrange, if requested by the government department, a training session for the assigned officials on how to access the CIPC database;
   • CIPC will allocate a code and password to the officials concerned; and
   • Government departments to complete and submit a Customer Registration Form for each official.
2. Implementation and compliance of the provision of a signed agreement between CIPC and government department are the responsibilities of both parties and non-compliance may lead to termination of the agreement.
3. As per CIPC’s internal policy, the term of an agreement is 18 months following revision for purposes of a new term.

For more information about name reservations click here.  Any for-profit 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 company name change (amendment of MOI). A company name change requires an approved name reservation and a special resolution to effect a change to the Memorandum of Incorporation (MOI).

Available Platforms for name reservations:

• New E-services – www.cipc.co.za / Online Transacting / New E-services
• BizPortal – www.bizportal.gov.za
• CIPC Mobile App
• Self Service Terminal
• Banks (as part of company registration process)
• Associated name reservations or names requiring supporting documentation namereservationsandregistrations@cipc.co.za
• e-Services – www.cipc.co.za / Online Transacting / e-Services

Click here for the CIPC service standards.  Service Standard is dependent on payment for the transaction being made.

Click here to log an enquiry (only after the indicated service standard has lapsed).

Name transfer

An approved name may be transferred to another customer, provided that it has not yet been assigned to an existing entity and it is still valid. Only the owner of the customer code that was used to initially reserve the name can transfer such name to another customer.

Click here to apply for name reservation and/or to transfer the ownership of the reserved name.

Defensive name

To apply for a defensive name click here

Means a governance document adopted by all members or prospective members of a co-operative, which sets out the objective policies and management of that particular co-operative.

The constitution of a Co-operative is the document that contains all the rules for how a Co-operative should be structured and managed. The constitution should include:

• Official document – Procedures and Regulations in the Constitution
• Meetings
• Membership
• General Matters
• The Annual General Meeting (AGM)
• The Board of Directors
• Decision making
• Management
• Finances
• Any other rules that agree with the Co-operative principles

Every member has to read the constitution of the Co-operative carefully and understand all the regulations in it.  Alternatively, the Board of Directors must explain all the rules of the constitution to the members and ensure that they understand them.

CIPC can provide you with a model constitution especially designed for co-operatives.  You may use this model for your own co-operative or amend it to suit the requirements of your own co-operative.

Model Constitutions

When registering a co-operative, two copies of the model constitution need to be handed in together with the application form CO-OP1

• Model Constitution for Primary Agricultural Co-operatives
• Model Constitution for Primary Non-Specific Co-operatives
• Model Constitution for Primary Housing Co-operatives
• Model Constitution for Primary Worker Co-operatives
• Model Constitution for Secondary Co-operatives
• Model Constitution for Housing Primary Co-operative
• Model Constitution for Tertiary Co-operatives
• Model Constitution for Financial Co-operative
• Model Constitution for Social Co-operative

The model constitution must be signed by all members and accompany the registration forms.

Basic Search (e-Searching)

1. You may conduct a cursory search of the Trade Marks Register to determine if the mark you may wish to use is available to you.
2. This search facility only provides basic search information.
3. This search facility is free of charge.

GO TO TRADE MARKS E-SEARCHING

Special Search

1. You may apply on a form TM2 for a special (preliminary) search in the Trade Marks Register to determine if there are no existing prior rights in an identical or confusingly similar trade mark to your intended mark, which could prevent the registration of yours.
2. The form TM2 must be completed as shown on the SAMPLE TM2.
3. The cost for a special search is R190.00 and the proof of payment must reach us on or before the date that you apply for the special search.
4. This fee is payable for each separate class/es you require the special search to be conducted in.
5. A special search is not mandatory but will help you to determine if the mark you may wish to use is indeed available to you.
6. The original form TM2 must be submitted to CIPC  via post, or courier services, or placed in the drop box outside the CIPC office at the dti Campus, 77 Meintjies Street, Sunnyside, Pretoria.

IP Online

1. Should you require more detailed information you can also conduct a trade marks search via IP Online.
2. This search facility is not free of charge and fees are payable in line with the prescribed fees in terms of the Trade Mark Regulations.

GO TO IP ONLINE

Customs authorities are a key player in the fight against piracy and counterfeiting.

The majority of infringing goods flooding the markets today are not manufactured in the country where the products are sold, and therefore must at some point make their way across borders. National provisions in line with international treaties, notably the Trade Related Aspects of Intellectual Property Rights (TRIPS) Agreement, provide the basic requirements for border measures, and equip customs authorities with the power to suspend release of infringing goods into the stream of commerce.

Right holders who have valid grounds for suspecting that they are faced with immediate or future importation of counterfeit or pirated goods are entitled to lodge an application for action with the competent customs authority. Legal provisions, which may be included in the national customs legislation concern details about transparency and due process with which such border measures must conform. Establishing international standards for customs control is not an easy task. Ongoing training of customs officials to enhance their understanding to the challenges of today’s international piracy and counterfeit trafficking certainly is essential for effective action. In addition, cooperation at the international level has become vital in this respect.

Countries have started to cooperate in various ways, on regional levels or through bilateral agreements. In addition, cooperation with industry, business associations and the private sector in general, has been identified as being tremendously important for further improving the efficiency of the customs authorities.

Finally, in carrying out their tasks in examining and identifying infringing goods, and monitoring respective results, customs authorities also contribute to a better understanding and analysis of the constantly changing nature of pirated and counterfeit goods.

Civil remedies are not the only way of enforcing intellectual property rights. Most countries provide for criminal proceedings in cases of deliberate infringements or infringements done for commercial purpose or which have resulted in particular harm to the right holder.

Art. 61 of the Trade Related Aspects of Intellectual Property Rights (TRIPS) Agreement requires Member States to provide for criminal procedures and penalties in cases of willful trade mark counterfeiting and copyright piracy on a commercial scale.

Such penalties, according to the TRIPS Agreement, must include imprisonment and/or monetary fines which are sufficient to deter from infringement and, in appropriate cases, seizure, forfeiture and destruction of the infringing goods and related materials. Members are free to add criminal procedures for other infringements of IP rights, in particular if they are committed willfully and on a commercial scale.

If a right holder finds out that their rights have been infringed upon in a manner that is criminal according to the applicable national law, he may contact the police or other competent authority. The right holder should be prepared to provide the authorities with all available information on the infringement. The authorities will then decide whether to initiate action such as prosecution.

An important first step for a right holder is the careful assessment of the alleged infringement. This examination should address a range of issues, such as whom the infringer is, the impact the infringement may have on his business, the seriousness and the extent of the infringement, or the question of repeated infringement. Generally, it is advisable to seek advice and to try to settle the dispute at an early stage, if possible.

It is encouraged to try settling the situation in a ‘friendly way’ by informing the infringer of the activities in question and pointing out the existence of the right owner’s intellectual property rights. In cases of non-voluntary infringements, an infringer may stop his action upon being informed of the illegality of his behavior. The adequacy of a first notice, however, will depend on the circumstances of a particular case. If the right holder does not have sufficient reason for assuming an infringement, he could become liable for damages resulting from an unjustified warning and subsequent action.

If an infringer does not agree to stop or change his activities, negotiation may become an important element of enforcing one’s rights. Again, the success of such a proceeding will strongly depend on the circumstances of the case. In addition, alternative dispute resolution (ADR) procedures are increasingly recognised as offering an effective means for settling disputes concerning intellectual property.

Often, it may be useful for the right holder to seek professional assistance from an IP attorney or agent before deciding on an appropriate course of action. It may also be useful for a right holder to consider contacting a respective right owner’s association. In areas seriously affected by counterfeiting (increasingly, mass-produced goods such as fashion, sportswear or pharmaceutical products) and piracy (such as music and software business) right owners have formed such organisations in many countries. In the area of copyright, collective management organisations may also be a contact point.

In a number of cases, the right holder will decide to take legal action against the infringer. In most jurisdictions, remedies that may be available to right owners such as injunctions, damages, or provisional measures, will be handled in civil courts. Because of the costs involved in civil litigation, it may be worth considering legal insurance policies in advance, where applicable.

Essentially, intellectual property rights are private rights. It is therefore the primary responsibility of the right holder to seek remedies in order to protect those rights. They must monitor the activities of competitors as well as developments in the marketplace, and take action to stop any infringement of rights or obtain recovery of losses.

In serious cases, however, in particular when the infringement of IP rights is intentional and for commercial purposes, many countries will consider such infringements to be criminal, and therefore also provide for action to be taken by the respective authorities.

Accordingly, effective enforcement may require the involvement of a number of persons or entities, such as attorneys, judges, customs, police, prosecutors, administrative authorities, and, in the area of copyright, collective management societies. In many countries, it may also be possible to obtain information and assistance through contacting national organisations or right holder associations concerned with fighting counterfeiting, piracy and other forms of intellectual property infringement.

The most important document governing a company is the Memorandum of Incorporation (MOI). The MOI sets out the rules governing the conduct of the company, as specified by its owners. The Companies Act imposes certain specific requirements on the content of a Memorandum of Incorporation, as necessary to protect the interests of shareholders in the company, and provides for a number of default company rules / alterable provisions, which companies may accept or alter as they wish as long as it is in line with the Companies Act.

Alterable provisions within the Companies Act, 2008:

• A company has all the legal powers and capacity of an individual, except to the extent that
  • A juristic person is incapable of exercising any such powers, or having any such capacity; or
  • The company’s MOI provides otherwise (e.g. the MOI may state that no director may contract on behalf of the company in his/her own capacity).
• Private, non-profit and incorporated companies may elect to comply with the extended accountability requirements of Chapter 3 of the Act (Sect 34(2));
• Shares within the same class has the same rights, limitations and terms, unless the MOI provides otherwise (Sect 37(1));
• MOI may exclude the right of first refusal of current shareholders of a private company in respect of shares issued by the company (Sect 39(3);
• MOI may forbid the board to render financial assistance to parties wanting to acquire shares in the company (Sect 45(2);
• MOI may provide for longer minimum notice periods for meetings;
• Electronic notice and electronic participation in meetings are allowed unless MOI prohibits it (Sect 63(2);
• Companies may determine a higher number of minimum directors than what the Act prescribes (Sect 66(2).

Unalterable provisions are provisions of the Act which the company may not change, such as directors’ duties and responsibilities and enhanced accountability requirements for public and state owned companies. In instances where the MOI is in conflict with the Act, the Companies Act will prevail. In addition, the Act allows for companies to add provisions to address matters applicable to that company, not addressed in the Act itself, but all provisions of the MOI must be consistent with the Act. The Memorandum of Incorporation contains the following information:

• Detail of Incorporators
• Number of directors and alternate directors
• Share capital (maximum issued)
• Content of MOI

COMPANY REGISTRATION
private and non-profit company registration

DIRECTOR AMENDMENTS

ANNUAL RETURNS

NAME RESERVATIONS

MEMBER AMENDMENTS

AUDITOR CHANGES

NAME CHANGES

FINANCIAL YEAR-END CHANGES

ADDRESS CHANGES

NAME SEARCH

NAME EXTENSION

TRANSACTION STATUS

BALANCE ENQUIRY

NAME TRANSFER

CERTIFICATES

B-BBEE certificates

DOMAIN REGISTRATION

UPDATE CONTACT DETAILS

Name reservation

Company registration

Co-Operatives

Documents

You are invited to participate in the CIPC Taxonomy development process. Please see below a gap analysis report, presentation, and recording of a webinar meeting that was held on the 23rd of April 2020 and a specific one aimed at GRAP professionals held on the 4th of June 2020. We invite further commentary regarding the report from the public and other regulatory stakeholders. You may forward comments and queries to xbrl@cipc.co.za.

Formal Public Invitation for Webinar held on the 23 April 2020
GAP Analysis Report
Formal Public GRAP Goes Digital Invitation for Webinar held on the 4 of June 2020
Recordings and Presentations for Webinar held on the 23 April 2020 and 4 June 2020
Taxonomy 2020 Data Model Consultation Review Guidelines
GRAP 2020 Data Model
IFRS 2020 Data Model

The most important document governing a company is the Memorandum of Incorporation (MOI). The MOI sets out the rules governing the conduct of the company, as specified by its owners. The Companies Act imposes certain specific requirements on the content of a Memorandum of Incorporation, as necessary to protect the interests of shareholders in the company, and provides for a number of default company rules / alterable provisions, which companies may accept or alter as they wish as long as it is in line with the Companies Act.

Alterable provisions within the Companies Act, 2008:

• A company has all the legal powers and capacity of an individual, except to the extent that
  • A juristic person is incapable of exercising any such powers, or having any such capacity; or
  • The company’s MOI provides otherwise (e.g. the MOI may state that no director may contract on behalf of the company in his/her own capacity).
• Private, non-profit and incorporated companies may elect to comply with the extended accountability requirements of Chapter 3 of the Act (Sect 34(2));
• Shares within the same class has the same rights, limitations and terms, unless the MOI provides otherwise (Sect 37(1));
• MOI may exclude the right of first refusal of current shareholders of a private company in respect of shares issued by the company (Sect 39(3);
• MOI may forbid the board to render financial assistance to parties wanting to acquire shares in the company (Sect 45(2);
• MOI may provide for longer minimum notice periods for meetings;
• Electronic notice and electronic participation in meetings are allowed unless MOI prohibits it (Sect 63(2);
• Companies may determine a higher number of minimum directors than what the Act prescribes (Sect 66(2).

Unalterable provisions are provisions of the Act which the company may not change, such as directors’ duties and responsibilities and enhanced accountability requirements for public and state owned companies. In instances where the MOI is in conflict with the Act, the Companies Act will prevail. In addition, the Act allows for companies to add provisions to address matters applicable to that company, not addressed in the Act itself, but all provisions of the MOI must be consistent with the Act. The Memorandum of Incorporation contains the following information:

• Detail of Incorporators
• Number of directors and alternate directors
• Share capital (maximum issued)
• Content of MOI

Regulation 29 of the Companies Act , No. 71 of 2008 deals with the `Independent Review of Annual Financial Statements’.

For the purpose of this Regulation-

1. `independent reviewer’, means a person referred to in regulation 29(4) and who has been appointed to perform an independent review under this regulation; and
2. `reportable irregularity’, means any act or omission committed by any person responsible for the management of a company, which-

1. • Unlawfully has caused or is likely to cause material, financial loss to the company or to any member, shareholder, creditor or investor of the company in respect of his, her or its dealings with that entity; or
   • Is fraudulent or amounts to theft; or
   • Causes or has caused the company to trade under insolvent circumstances.

When an independent review of a company’s financial statements must be carried out

Regulation 29 (4) states that `An independent review of a company’s annual financial statements must be carried out-

1. In the case of a company whose Public Interest Score for the particular financial year was at least 100, by a registered auditor, or a member in good standing of a professional body that has been accredited in terms of section 33 of the Auditing Professions Act; or
2. In the case of a company whose Public Interest Score for the particular financial year was less than 100, by-

• • A registered auditor, or a member in good standing of a professional body that has been accredited in terms of section 33 of the Auditing Professions Act; or
  • A person who is qualified to be appointed as an accounting officer of a close corporation in terms of section 60(1), (2) and (4) of the Close Corporations Act, 1984 (Act 69 of 1984).

Steps to alert CIPC about an “Reportable Irregularity”

• An independent reviewer of a company that is satisfied or has reason to believe that a reportable irregularity has taken place or is taking place in respect of that company must, without delay, send a written report to the Commission. This is known as the `first report’.
• The report must give particulars of the reportable irregularity referred to above and must include such other information and particulars as the independent reviewer considers appropriate.
• The independent reviewer must within three (3) business days of sending the report to the Commission notify the members of the Board of the company in writing of the sending of the sending of the report referred to in regulation 29(6) and the provisions of this regulation.
• The First report of the reportable irregularities (RI’s) from the Independent Reviewer to CIPC must include the letter which was sent to the board of directors notifying them of the reportable irregularity.
• The independent reviewer must as soon as reasonably possible but not later than 20 business days from the date on which the report referred in regulation 29(6) (the first report)  was sent to the Commission-

1. Take all reasonable measures to discuss the first report with the members  of the board of the company;
2. Afford the members of the board of the company an opportunity to make representations in respect of the report; and
3. A Second Report must be sent by the Independent Reviewer to the Commission within twenty (20) business days from the date of the First report. The second report must include the independent reviewer’s opinion as to whether:

• •  no reportable irregularity has taken place or is taking place; or
  • the suspected reportable irregularity is no longer taking place and that adequate steps have been taken for the prevention or recovery of any loss as a result thereof, if relevant; or
  • the reportable irregularity is continuing; and the detailed particulars and information supporting his conclusions.

• If the second report from the independent reviewer states that the reportable irregularity is continuing, the Commission must notify the appropriate regulator in writing and provide a copy of the reportable irregularity to them. The Commission may investigate any alleged contravention of the Act.

• Independent Review reports must be e-mailed to: independentreview@cipc.co.za

Director amendment

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 director’s 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.  A vacancy on the Board arises 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 the shareholders’ meeting by the persons entitled to exercise voting rights.  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 a board of directors, unless the memorandum of incorporation requires a shareholder approval.

• 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.
• The new year end must be later than the date on which the notice is filed.
• The current financial year end must not have been ended.

Apply for Financial Year End Change electronically:

• Deposit R100 into the CIPC bank account 
• To apply for a change to the financial year end of the company click here
• Click on On-line Transacting and then on Company and Close Corporation Financial Year End Changes
• Login using your Customer Code and Password and follow the prompts
• Go to Co & CC Financial Year End Change
• Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue
• Confirm that the detail of the correct entity is displaying and click on Continue.
• The current financial year end will be displayed.  Propose a new month and year for the financial year end and click on Continue.
• The next screen will confirm that the financial year end change has been lodged.
• You can generate a new disclosure certificate by clicking on Home and then on Disclosures.

Click here to lodge an enquiry.

The registered address 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 of the company, follow these steps:

• Click on On-line Transacting and then on Company and Close Corporation Address Changes
• Login using your Customer Code and Password and follow the prompts
• Go to Co & CC Address Change
• Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue
• Complete the indicated mandatory fields, Effective Date, E-mail Address, Postal and Physical Addresses and click on Lodge.  Please note that the effective date for companies may only be 5 working days from the date of lodging the change.
• The next screen will indicate that the address change has been lodged, and provide you with a tracking number.

To apply for a change to the registered address of the company click here

It is mandatory for a public and a state-owned company to appoint an auditor and a company secretary.  A public company must appoint its auditors and its company secretary upon incorporation or within 40 business days of incorporation.

The company secretary may be appointed by the incorporators upon incorporation or subsequently by the directors of the company or through an ordinary resolution of the shareholders. The appointed company secretary must be a permanent resident in South Africa. The company secretary does not have to be a natural person, but could also be a juristic person or a partnership, provided that the entities meet the requirements of the Companies Act, 2008.

Only registered auditors may be appointed. In addition, the appointed auditor may not be a

• director, prescribed officer, employee or consultant of the company;
• director, officer or employee of the person appointed as company secretary;
• person who habitually or regularly performs the duties of accountant or bookkeeper of the company;
• person appointed in the immediately preceding 5 years as the auditor of the company.

Auditors must be appointed upon incorporated by the incorporators or subsequently by the  directors of the company within stipulated timeframes. The first auditors of a company hold office until the first Annual General Meeting (AGM), and are re-appointed on an annual basis at every AGM.

In terms of section 92 of the Companies Act, 2008, the same individual may not serve as the auditor or designated auditor of a company for more than 5 consecutive financial years. If an individual has served as the auditor or designated auditor of a company for 2 or more consecutive financial years, and then ceases to be the auditor or designated auditor, the individual may not be appointed again as the auditor or designated auditor of that company until after the expiry of at least two further financial years.

If a company has appointed 2 or more persons as joint auditors, the company must manage the rotation in such a manner that all of the joint auditors do not relinquish office in the same year.

Rotation of auditors

In terms of section 92 of the Companies Act, 2008, the same individual may not serve as the auditor or designated auditor of a company for more than 5 consecutive financial years.

If an individual has served as the auditor or designated auditor of a company for 2 or more consecutive financial years, and then ceases to be the auditor or designated auditor, the individual may not be appointed again as the auditor or designated auditor of that company until after the expiry of at least two further financial years.

If a company has appointed 2 or more persons as joint auditors, the company must manage the rotation required by this section in such a manner that all of the joint auditors do not relinquish office in the same year.

All public and state-owned companies must file a copy of the latest approved Audited  Financial Statements on the date that the annual returns are filed with the CIPC. Financial statements must comply with the published Financial Reporting Standards.

Steps to file your annual financial statements

For filing audited financial statements via XBRL please click here for information and instruction.

A public or state-owned company must have an audit committee consisting of at least three members, unless it is a subsidiary of another company with an audit committee that will perform the functions of the audit committee of the subsidiary. The audit committee members must be appointed upon incorporation by the incorporators or within 40 business days after incorporation by the board of directors. Thereafter, the audit committee must be elected at each annual general meeting.

Audit committee members must be directors of the company, meeting the requirements set out in regulations published by the Minister.  The audit committee members must be non-executive and independent. Audit committee vacancies must be filled within 40 business days.

The audit committee of a company is responsible for the following:

• Nominating independent auditors for the company;
• Determining the fees to be paid to the auditors and their terms of engagement;
  Ensuring compliance with the Companies Act and other relevant legislation in the appointment of auditors;
• Determining the nature and extent of non-audit services that the auditor may provide to the company;
• Preparing a report for inclusion in the financial statements
  • describing how the audit committee carried out its functions,
  • commenting on the financial statements, accounting practices and internal financial controls of the company
  • stating whether the audit committee is satisfied by the independence of the auditor
• Receiving and disposing of concerns and complaints relating to
  • Accounting practices and internal audit of the company;
  • The content and auditing of the company’s financial statements
  • The internal financial controls of the company;
  • Any related matter;
• Making submissions to the board on any matter concerning the company’s accounting policies, financial control, records and reporting.
• Performing other functions determined by the board, including the development and implementation of a policy and plan for a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes within the company.

Each patent document has a unique identifying number and includes a detailed description of an invention, usually with drawings, and information about the inventor and applicant.  Before applying for patent protection, you must make sure that what you have created is indeed an invention and does not fall in categories that are excluded from patent protection.

A Patent search is conducted to ensure that no existing patents are being infringed and that the invention is new/novel (S25 of Patent Act).

• Although this initial search is not compulsory it is advisable.
• The search for the South African Granted Patents can be conducted in the CIPC Office or online by using the following link: patentsearch.cipc.co.za

Please note that the requirement for novelty means that the invention must be new at the priority date of the invention anywhere in the world – not known through written or oral public disclosure or through use. Therefore a search for novelty must include the patents granted or any other related publications abroad on national and international level (such as European Patent Office, Patent Co-operation Treaty (PCT) published applications).

In order to perform patent search in the worldwide patent databases, go to www.wipo.int to browse the PCT applications and the National Patent Collections. These could include offices that have the biggest number of patent applications such as United States Patent Office, Japanese Patent Office, Australian Patent Office, Canadian Patent Office, Korean Patent Office etc.   The above mentioned countries Intellectual Property offices websites are available on the WIPO website.

A Patent search can be undertaken by the applicant/inventor or by the patent attorney.

Performing a search prior to applying is vital as it helps you to:

• determine whether you can protect your IP i.e. does your invention meet the various requirements for successful grant of a patent?
• determine whether you are infringing someone else’s IP
• learn about the competition or for research purposes
• determine who owns an item of IP
• check that your IP is not being infringed
• obtain product information on your competitors

At present our patent data base is available on WIPO website on PatentScope under National Patent Collections and on the CIPC website under “Public Patent Search” click here. Please bear in mind that this database is not yet complete, as not all patent documents are included.  For the missing information, use the Paper Based Patent Disclosure Office in 202 Esselen str, Second Floor.

This is a journal published by CIPC on a monthly basis, and it contains information on patents, trade marks, designs and copyright in cinematographic films that exist in South Africa. This Patent Journal is accessible upon registration through a link on the home page of the CIPC website or directly at www.zaip.org/e-journal

The Patents Office migrated from a paper publication of the Patent Journal produced by the Government Printing Works (GPW) to an electronically generated Patent Journal.

Subscription for Electronic Patent Journal

CIPC customers are invited to subscribe free of charge for the Electronic Patent Journal generated by CIPC by sending an email with contact details to Patentjournalqueries@cipc.co.za.The subscribers will be provided with a website link where they will be able to access the Electronic Patent Journal once it is published by CIPC.

Withdrawal of Notices for Advertisements

• Submissions of withdrawals for advertisements in the Patent Journal must be emailed to Patentjournalwithdrawals@cipc.co.za.
• Submissions for queries relating to advertisements in the Electronic Patent Journal must be emailed to Patentjournalqueries@cipro.gov.za

Publication Date

The publication date of the Patent Journal is the last Wednesday of every month. All notices of acceptance and other documents for advertisement in the Patent Journal must be submitted to CIPC, and not to the Government Printing Works (GPW) any more.

Cut-off date for submission of notices of acceptance

Please note that the cut-off date for submission of notices of acceptance will be the last Wednesday of the month prior to the month in which the advertisement will be published.

For example, the notices of acceptance for advertisement in the June 2011 Patent Journal must be submitted to CIPC from 30 April 2011 to 27 May 2011, both dates inclusive.

The notices of acceptance for advertisement in the Patent Journal must be submitted to CIPC in one of the following manners:

• XML Schema uploaded to FTP site – this format is suitable for large companies which make use of an Intellectual Property Management System; for details please contact: MrJaysenNaidoo at jnaidoo@sword-sa.com.
• Electronic Format document on CD ROM/DVD (text in MS Word Format and not pdf): submit at the Lodgment Counter at the CIPC Office. Specify clearly that the documents are submitted for publications in the E-Patent Journal.
• Email to patentjournal@cipc.co.za (Note that the text part of the attachment should be in MS Word Format and not pdf).
• Fax to: 086 750 3295.
• Only in exceptional cases, where customers do not have access to electronic facilities, documents may be submitted in paper form at the Lodgment Counter at the CIPC Office.

All enquiries should be directed to: Mr Bernard Ngoepe at Tel: (012) 394 5066 or Ms Bontle Phoko at Tel: (012) 394 5053 or email to patentjournal@cipc.co.za.

What is a Design?

Essentially a “Design” is about shape and features that appeal to the eye.

Some designs are necessitated by function and others are aesthetic. Design is about the shape, form, pattern, ornamentation and configuration of a product or article for e.g. the design of a ring (Jewellery) is generally dictated by aesthetic features.

There are 2 types of designs which can be registered:

1. An aesthetic design
   • Has to be new and original
   • Beauty is in its shape, configuration or ornamentation
   • Must be able to be produced by an industrial process
2. A functional design
   • Has to be new and not commonplace
   • Where the shape or configuration is necessitated by the function
   • Must be able to be produced by an industrial process

The process for applying for registration of your design involves a number of steps.
You need to make sure you understand and complete each step so that your application can be processed quickly and easily.

The Lifespan of a Design

Protection is afforded to aesthetic designs for one period of 15 years, and to functional designs for one period 10 years.

Registered designs have to be renewed annually before the expiration of the third year, as from the date of lodgment.

Although it is not compulsory to conduct a search to check the originality of the design or that the same or similar design is not registered – it is advisable to do so, before filing for registration. A search can be conducted at the Design Registry Office in Pretoria. It could be done personally or by a patent attorney.

The SA Designs  Register and Cardex Catalogue are available currently only  on paper form at our Paper Disclosure Unit situated in 202 Essellen, Sunnyside, Pretoria, 2nd Floor.

Any natural or legal person can file a design application. The application must specify the person(s) entitled to be the owner(s) of the design registration. The person(s) entitled to be the owner of the design can be:

• the creator of the design (the person who conceived the design)
• the employer of the creator, if the creator made the design in the course of their employment
• the person who contracted the creator to make the design
• the person to whom the creator has assigned the design in writing.

Where two or more people own interests in a design, they must apply jointly. The owner may be an individual, a company, a trust, an association or a partnership.

There are three reasons why you might have to wind up your Co-operative.

1. The members may decide to do this at a general meeting.  In that case, you need to pass a special resolution and 75% of the members will have to vote in favour of the resolution.  If you do this, then you will need to complete form CR9 to inform the Registrar of Co-operatives that the members have voluntarily decided to deregister their Co-operative.
2. A Co-operative may be ordered by a Court to wind up its business if it is unable to pay its debts, it appears just and equitable to do so and there is no reasonable probability that it will be able to pay its debts or become a viable co-operative.
3. The Minister of Trade and Industry may order a Co-operative to deregister if the Registrar of Co-operatives finds that the Co-operative has committed fraud to get registered, or has not fulfilled its obligations (such as not doing the business for which it was formed) or has not followed the rules of its constitution or the Co-operatives Act.  The Minister must listen to the Co-operative’s side of the story before deciding.

If the assets of a co-operative exceed R1000,00, the co-operative must follow a liquidation process.  When a Co-operative is liquidated, its remaining assets and property will be distributed by a liquidator.  The liquidator will sort out claims against the Co-operative, payments of its debts, collection of money still owed to it, payment of share capital to shareholders, and the payment of any remaining surplus to the members according to the proportion of transactions each of them did with the Co-operative.  If the assets of a co-operative are less than a R 1000, then the co-operative can follow a normal deregistration process.

Voluntary Winding up (deregistration) of a co-operative

The members may decide to voluntarily deregister the co-operative at a general meeting.  In that case, you need to pass a special resolution and 75% of the members will have to vote in favour of the special resolution tovoluntarily  wind up the co-operative.

To voluntarily deregister your co-operative, follow these steps:

Liquidation or Winding up by Court Order

To wind up a co-operative by court order, follow these steps:

Deregistration by order of the Minister of Trade and Industry

To wind up a co-operative by order of the Minister of Trade and Industry, follow these steps:

As long as any changes to your constitution follow the Co-operatives Act and the principles of a Co-operative, you may change your constitution to suit your own requirements.

Changes to the constitution may include changes to the objectives and business description, membership, loans to members, financial year end, surplus and bonus payments.  You may wish to change the length of time that a member may be a Director.  The Co-operative Act states that Directors may not hold office for more than four years, so you would not be allowed to increase the term of office to five years, but you may reduce it to three years.

You may only change your constitution by taking a special resolution (decision), which is a decision taken by at least two thirds of the members present at a general meeting.

• The constitution of a Co-operative can set a higher majority for a special resolution if the members wish to do so.
• Members need to be informed that they are required to vote on the proposed change, so you need to send them a notice in advance about the meeting and the proposed change that will be voted on.
• The Co-operative must then submit the special resolution to the Registrar of Co-operatives, so that their original constitution can be changed accordingly.  You do this by paying the required fee, completing Form CO-OP6 and sending it to the CIPC.
• The Registrar must register the change to your constitution, provided that it follows the Co-operatives Act and the Co-operatives principles and provided that your Co-operative has followed the correct procedure for making changes.

To apply for changes to the co-operative click here

Co-operatives registered under the Co-operatives Act, 1981, have registration number with the following format “K6/3/…/……. “. However, since the implementation of the new Co-operatives Act, 2005, all registrations have been done on a new computer system and all co-operatives are allocated a new registration number, which has a similar format to the registration numbers used by companies and close corporations.

Co-operatives that have the old registration number, can obtain a new registration number, by submitting a number of forms. This is required to obtain the most recent information of the co-operative.

Once the forms are captured on the computer system, the details of the co-operative will appear on the CIPC website. It will therefore be available to anyone, e.g. banks that need to confirm the registration of the co-operative.

To change the old co-operative registration number click here

The Registrar may not register any amalgamation, division, conversion or transfer of a co-operative unless the Registrar is satisfied that:

• written notice of at least three months of the proposal has been given to each known creditor who has a claim exceeding one thousand rand or such amount as the Minister may from time to time prescribe;
• any creditor who demanded payment of any amount due to them have been paid in full or will be paid before the amalgamation, division, conversion or transfer is effected; and
• no creditor will be prejudiced by the amalgamation, division, conversion or transfer.

Independent review

Regulation 29 of the Companies Act (Act 71 of 2008) deals with the `independent review of annual financial statements.

For the purpose of this Regulation:-

1. ‘Independent reviewer’ means a person referred to in regulation 29(4) and who has been appointed to perform an independent review under this regulation; and
2. ‘reportable irregularity’ means any act or omission committed by any person responsible for the management of a company, which:-

1. • unlawfully has caused or is likely to cause material, financial loss to the company or to any member, shareholder, creditor or investor of the company in respect of his, her or its dealings with that entity; or
   • is fraudulent or amounts to theft; or
   • causes or has caused the company to trade under insolvent circumstances.

Independent review of the financial statements

Regulation 29 (4) states that an independent review of a company’s annual financial statements must be carried out:-

1. In the case of a company whose public interest score for the particular financial year was at least 100, by a registered auditor, or a member in good standing of a professional body that has been accredited in terms of section 33 of the Auditing Professions Act; or
2. In the case of a company whose public interest score for the particular financial year was less than 100, by:-

• • a registered auditor, or a member in good standing of a professional body that has been accredited in terms of section 33 of the Auditing Professions Act; or
  • a person who is qualified to be appointed as an accounting officer of a close corporation in terms of section 60(1), (2) and (4) of the Close Corporations Act, 1984 (Act 69 of 1984).

Steps to alert CIPC about a reportable irregularity

• An independent reviewer of a company who is satisfied or has reason to believe that a reportable irregularity has taken place or is taking place in respect of that company must, without delay, send a written report to the Commission. This is known as the `first report’.
• The report must give particulars of the reportable irregularity referred to above and must include such other information and particulars as the independent reviewer considers appropriate.
• The independent reviewer must within three (3) business days of sending the report to the Commission notify the members of the board of the company in writing on the report referred to in regulation 29(6) and the provisions of this regulation.
• The first report of the reportable irregularities from the independent reviewer to CIPC must include the letter which was sent to the board of directors notifying them of the reportable irregularity.
• The independent reviewer must as soon as reasonably possible, but not later than 20 business days from the date on which the report referred in regulation 29(6) (the first report),  was sent to the Commission:-

1. Take all reasonable measures to discuss the first report with the members  of the board of the company;
2. Afford the members of the board of the company an opportunity to make representations in respect of the report; and
3. A Second Report must be sent by the independent reviewer to the Commission within twenty (20) business days from the date of the First report. The second report must include the independent reviewer’s opinion as to whether:

• •  no reportable irregularity has taken place or is taking place; or
  • the suspected reportable irregularity is no longer taking place and that adequate steps have been taken for the prevention or recovery of any loss as a result thereof, if relevant; or
  • the reportable irregularity is continuing; and the detailed particulars and information supporting his conclusions.

• If the second report from the independent reviewer states that the reportable irregularity is continuing, the Commission must notify the appropriate regulator in writing and provide a copy of the reportable irregularity to them. The Commission may investigate any alleged contravention of the Act.
• The independent review report must be e-mailed to: independentreview@cipc.co.za

In terms of Section 4 of the Companies Act, 2008, there is a solvency and liquidity test.

Solvency relates to the assets of the company, fairly valued, being equal or exceeding the liabilities of the company. Liquidity relates to the company being able to pay its debt as they become due in the ordinary course of business for a period of 12 months.

1. A company satisfies the solvency and liquidity test at a particular time if, considering all reasonably foreseeable financial circumstances of the company at that time

(a) the assets of the company, as fairly valued, equal or exceed the liabilities of the company, as fairly valued; and
(b) it appears that the company will be able to pay its debts as they become due in the ordinary course of business for a period of –

• (i) 12 months after the date on which the test is considered; or
• (ii) in the case of a distribution contemplated in paragraph (a) of the definition of ‘distribution’ in section 1, 12 months following that distribution.

2. For the purposes contemplated in subsection (1)

(a) any financial information to be considered concerning the company must be based on

(i) accounting records that satisfy the requirements of section 28; and

(ii) financial statements that satisfy the requirements of section 29;

(b) subject to paragraph (c), the board or any other person applying the solvency and liquidity test to a company
(i) must consider a fair valuation of the company’s assets and liabilities, including any reasonably foreseeable contingent assets and liabilities, irrespective of whether or not arising as a result of the proposed distribution, or otherwise; and

(ii) may consider any other valuation of the company’s assets and liabilities that is reasonable in the circumstances; and

(c)  unless the Memorandum of Incorporation of the company provides otherwise, when applying the test in respect of a distribution contemplated in paragraph (a) of the definition of ‘distribution’ in section 1, a person is not to include as a liability any amount that would be required, if the company were to be liquidated at the time of the distribution, to satisfy the preferential rights upon liquidation of shareholders whose preferential rights upon liquidation are superior to the preferential rights upon liquidation of those receiving the distribution.

Non-profit companies that are required to be audited in terms of the Companies Act (Act 71 of 2008) or regulation 28 must file a copy of the latest approved Audited  Financial Statements on the date that they file their annual return with CIPC.

The following non-profit companies are required to have their annual financial statements audited:

• Any non-profit company if, in the ordinary course of its primary activities, it holds assets in a fiduciary capacity for persons who are not related to the company, and the aggregate value of such assets held at any time during the financial year exceeds R5 million;
• Any non-profit company that was directly or indirectly incorporated by the state, an organ of state, a state-owned company, an international organisation, foreign state entity or a foreign company;
• Any non-profit company incorporated to fulfill a statutory or regulatory function in terms of legislation or to carry out a public function at the initiation or direction of an organ of state, a state-owned company, an international organisation or a foreign state entity.

Unless the company has opted to have its annual financial statements audited or is required by its Memorandum of Incorporation (MOI) to do so, a non-profit company may be subject to independent review if:

• It compiles its financial statements internally and its Public Interest Score is less than 100;
• It has its financial statements compiled independently as its Public Interest Score is between 100 and 349;

Non-profit companies that are not required to have their financial statements audited, may elect to voluntarily file their audited or reviewed statements with their annual returns.  If such companies choose not to file a full set of financial statements, they must file a financial accountability supplement with their annual return.

Steps to file your annual financial statements

• Either Financial Accountability Supplements (FASs) or Annual Financial Statements (AFSs) should be filed via the e-services portal:https://eservirces.cipc.co.za/ together with Annual Returns (ARs).