Filing annual financial statement via XBRL

How-to guides / Training:

Membership changes

Changes to the Founding Statement of a close corporation may include:

change in the principal business (Form CK2)
change in the membership details and change in the financial year-end (Form CK2)

The CK2 form is made up of parts A, B and C.

- Part A relates to changes in respect of the name of the CC or the nature of the business.
- Part B relates to changes in respect of membership details.
- Part C relates to a person ceasing to be a member. In case of death, please add the Letter of Executorship and certified copy of the executor’s identity document and NOT a death certificate. The executor must sign the resigning page.

To apply for changes to the membership details of a close corporation electronically, click here

To apply for changes manually, the following supporting documents must be included:

Complete CK2 form
Certified ID copy of applicant
Certified ID copies of all members and resigning members
A written instrument signed by all members including the new members consenting to the changes – it can be in the form of minutes, agreement, resolution etc, certified as a true copy of the original. As per Notice 51 of 2024, a proof of transfer of member’s interest is required, indicating the place and date of the transfer and must be signed by a witness. The witness’ name and surname must be indicated.
Certified copies of passports for non-residents of South Africa.
In the case of a deceased member, the Letter of Executorship issued by the Master of the High Court. The CK2 document must be signed by the executor. A certified ID copy of the executor of the estate must also be attached.
All member, all members should provide certified ID copies, including the person who will be lodging on behalf of the members.

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

Appointing a trust as a member of a CC

A trust may be appointed as a member of a CC provided that no juristic person will directly or indirectly be a beneficiary of that trust and that the number of natural persons entitled to receive any benefit from the trust, when added to the number of members of the corporation, may not exceed 10.

A manual CK2 must be lodged whenever a trust is appointed as member of the CC or a change occurs in respect to the particulars of the trustees, the representative of the trustees or the beneficiaries. The following documents will be required to be lodged with the CK2:

1. A certified copy of the Letter of Authority issued to the trustee(s) of the trust by the Master of the High Court;

2. In the case of multiple trustees, an originally signed special power of attorney by each of the trustees appointing one of them as the representative of the trustees for purposes of holding and dealing with the member’s interest in the close corporation concerned;

3. A letter by the trustee, or in the case of multiple trustees, the representative trustee referred to in paragraph (2) above, in which he or she furnishes –

the name, registration number and address of the trust;
the names of all the trustees of the trust;
the number of beneficiaries of the trust, current at date of the letter; and
particulars of all the beneficiaries named in the trust deed, irrespective whether capital, income or other type of beneficiaries.

4. A certified copy of the section/s in the trust deed defining and/or identifying the beneficiaries of the trust, whether capital, income or other type of beneficiaries.

5. If the trustee is a juristic person, a letter on the letterhead of the juristic person, nominating a natural person as its representative.

When the trust resigns as a member of the CC, a resolution signed by all the trustees to confirm that the trust is resigning as member of the CC must be submitted. If there is only one trustee, a letter from the beneficiaries will be required.

How to change representative trustee

For the representative trustee to be changed, please indicate the name and number of the trust and the name and ID number of the previous representative trustee on page 3 for “persons who cease to be members”. The details of the trust and the new representative trustee must be completed on page 2 of the CK2.

Please submit as supporting documents:

Certified ID copies of the members, representative trustee and applicant
A copy of the Letter of Authority issued to the trustee/s of the trust by the Master of the High Court
In the case of multiple trustees, a signed special power of attorney by each of the trustees appointing one of them as the representative of the trustees for purposes of holding and dealing with the member’s interest in the close corporation concerned;
A letter by the representative trustee in which he or she furnishes –

the name, registration number and address of the trust;
the names of all the trustees of the trust;
the number of beneficiaries of the trust, current at date of the letter; and
Particulars of all the beneficiaries named in the trust deed, irrespective whether capital, income or other type of beneficiaries.

Deceased representative and the trust remains a member

The details of the new representative trustee and the trust are completed on page 2. The name and ID number of the deceased representative and the name and number of the trust must be completed on page 3 for persons who cease to be members and the new representative also signs on page 3. The supporting documents will be:

Death certificate of deceased representative
New Letter of Authority
A signed special power of attorney by each of the trustees appointing one of them as the representative of the trustees for purposes of holding and dealing with the member’s interest in the close corporation concerned;
A letter by the representative trustee in which he or she furnishes –

the name, registration number and address of the trust;
the names of all the trustees of the trust;
the number of beneficiaries of the trust, current at date of the letter; and
Particulars of all the beneficiaries named in the trust deed, irrespective whether capital, income or other type of beneficiaries.

Deceased representative, trust resigns a member

The name and ID number of the deceased representative and the name and number of the trust must be completed on page 3 and the new representative signs on page 3 for the trust that ceases to be a member. The supporting documents will be:

Death certificate of deceased representative
New Letter of Authority
A signed special power of attorney by each of the trustees appointing one of them as the representative of the trustees for purposes of holding and dealing with the member’s interest in the close corporation concerned;
Letter by the trustees to confirm the resignation of the trust as member. A letter by the beneficiaries of the trust is required if there is only one trustee.

E-mail the completed, signed and certified documents together with supporting documents to manualck2@cipc.co.za for processing.

Conversion to a Company or Cancellation of Registration as a Co-operative

A co-operative may apply to:

convert into any other form of corporate of unincorporated body in accordance with the applicable legislation; and

- cancel its registration as a co-operative.
An application to convert may only be made if the board of directors has submitted a proposal to a general meeting, detailing the reasons for and the terms of the proposed conversion.
A copy of the proposal must be attached to the notice of the general meeting and must be adopted by special resolution.
A declaration by the board of directors of the co-operative must be attached to an application establishing:
- compliance with the relevant provisions of the Co-operative Act and the constitution of the co-operative; and
- that the interests of creditors will be protected in accordance with section 64.
The registrar may require the board of directors to submit such proof as the registrar may require in any matter containted in the declaration by the board of directors.
If the registrar is satisfied that there has been compliance with the provisions of this Act, the registrar must:
- cancel the registration of the co-operative; and
- remove its name from the register of co-operatives
As from the date on which the registration of a co-operative is cancelled:
- the co-operation cease to exist
- all assets, rights, liabilities, and obligations of the co-operative vest in the corporate body or unincorporated association of persons into which the co-operative has been converted it if it is by virtue of its constitution capable of owning property separate from its members; and

if the co-operative is converted into a company, all members of the co-operative become shareholders of that company

A co-operative can be converted to a company. The conversion can be done manually.

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: Companydocs@cipc.co.za or Post

Appointment, resignation or removal of directors

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

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

Removal of a director

A director may be removed by:

An ordinary resolution adopted at a shareholders’ meeting by the persons entitled to exercise voting rights in the election of that director. The director concerned must be given notice of the meeting and the resolution, at least equivalent to that which a shareholder is entitled to receive, regardless of whether the director is a shareholder. The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote. The notice of meeting must have the reasons for removal.
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.

Click here to do Director Amendments

Click here for step-by-step guides for Director Amendments

Supporting documents for back office processes:

Resolution pertaining to the changes (Important – 50% + 1% of directors are required to sign the Resolution)
Notice and minutes if the decision was taken in a meeting (50% + 1% of directors to sign the minutes if decision was taken during a meeting.)

Deceased

Death certificate
Resolution

Term Expired/ Retired

Resolution
ID copy of the affected director

Removal

Notice of the meeting with reasons for removal
Resolution
Certified company share register or share certificates, if the resolution was taken by the share holders.

Director resigned however the changes were not effected and the director concern cannot be located, then the director can be removed.

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).

Click here for step-by-step guides for Director Amendments

Technical Aspects

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

Taxonomy 2016

CIPCs 2024 Taxonomy / Data Model

XBRL Taxonomy 2024 IFRS Data Model 14 September 2024
XBRL Taxonomy 2024 COOP Data Model 14 September 2024
XBRL Taxonomy 2024 GRAP Data Model 14 September 2024
XBRL Taxonomy 2024 as on 14 September 2024 Framework Architecture
XBRL Taxonomy 2024 Mandatory Elements As on 14 September 2024
XBRL Taxonomy 2024 Release Notes as on 14 September 2024
2024 Final Taxonomy for Download on 14 September 2024
Taxonomy sample files as on 14 September 2024
CIPC XBRL Taxonomy 2024 Architecture

Final 2024 taxonomy

CC address (CK2a)

Category

Turnaround time

Description

Contacts

Escalation level

CC address (CK2a)

Immediately or on alternative effective date selected

CC address changes

CIPC Website (e-services)

Self Service Centres

1^st level query

Mapule Malinda

mmalinda@cipc.co.za

2^nd level query

Vuyani Nkohla

vnkohla@cipc.co.za

File and Publish Notice of Appointment of Practitioner (CoR123.2)

Category

Turnaround Time

Link

Contacts

Escalation level

Notice of Appointment of Business Rescue Practitioner (CoR123.2)

2 days from the date of filing the application

Notice of Appointment of Business Rescue Practitioner (CoR123.2)

New e-services

1^st level query Mapule Malinda

mmalinda@cipc.co.za

2^nd level level query

Vuyani Nkohla vnkohla@cipc.co.za

Application for License as Business Rescue Practitioner (CoR126.1)

Category

Turnaround Time

Link

Contacts

Escalation level

Application for License as Business Rescue Practitioner (CoR126.1)

5 days from the date of filing the application

Application for License as Business Rescue Practitioner (CoR126.1)

New e-services

1st level query

Mapule Malinda mmalinda@cipc.co.za

2nd level query
Vuyani Nkohla

vnkohla@cipc.co.za

Changes in CC Accounting Officers – Manual

Category

Turnaround Time

Link

Contacts

Escalation level

Changes in CC Accounting Officers – Manual

3 days from the date of tracking and indexing

https:www.cipc.co.za/index,php/manage- yourbusiness/manage-your-closecorporation

E-mail: manualck2@cipc.co.za

1st level query Mapule Malinda mmalinda@cipc.co.za

2nd level level query

Vuyani Nkohla vnkohla@cipc.co.za

Changes in Auditors / Designated Auditors / Company Secretaries and Audit Committee Members - Manual

Category

Turnaround Time

Link

Contacts

Escalation level

Changes in Auditors / Designated Auditors / Company Secretaries and Audit Committee Members

3 days from the date of tracking and indexing

https:www.cipc.co.za/index,php/manage- yourbusiness/manage-your-company

E-mail: cor44@cipc.co.za

1st level query

Mapule Malinda mmalinda@cipc.co.za

2nd level level query

Vuyani Nkohla vnkohla@cipc.co.za

Annual return

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.

Changing of directors details of co-operatives

Category

Turnaround time

Link

Contacts

Escalation level

Changing of directors details of co-operatives

10 working days from the receipt of an application

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-co-oper/

CIPC website (e-services)

Drop off box

Post

Email: Co-op2@cipc.co.za

1^st level query

Aubrey Morifi

AMorifi@cipc.co.za

2^nd level query

Lindley Peters:

lpeters@cipc.co.za

Changes of co-operative details

Category

Link

Contacts

Escalation level

Changes of co-operative details

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-co-oper/

CIPC website (e-services)

Drop off box

Post

Email: Co-op3an4@cipc.co.za

1^st level query

KMello@cipc.co.za

2^nd level query

Aubrey Morifi

AMorifi@cipc.co.za

3^rd level query

Lindley Peters:

lpeters@cipc.co.za

Co-operative registration and issue of certificate

Category

Turnaround time

Link

Contacts

Escalation Level

Co-operative registration and issue of certificate

3 Working days

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-co-oper/

CIPC website (New eservices)

1^st level query

Gotewang Setshedi GSetshedi@cipc.co.za

2^nd level query

Lettie Skosana: LSkosana@cipc.co.za

3^rd level query

Lindley Peters: lpeters@cipc.co.za

Amendment of constitution of a co-operative

Category

Turnaround time

Link

Contacts

Escalations level

Amendment of constitution of a co-operative

15 working days from receipt of an application

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-co-oper/

CIPC website (e-services)

Drop off box

Post

Email: Co-op6@cipc.co.za

1^st level query:

KMello@cipc.co.za

2^nd level query:

Aubrey Morifi

AMorifi@cipc.co.za

3^rd level query:

Lindley Peters

lpeters@cipc.co.za

Trade mark Special search report

Category

Turnaround time

Link

Contacts

Escalation level

Trade mark Special search report

10 working days of receipt of the application for a special search

https://www.cipc.co.za/index.php/find-enterprise-ip-informatr/se

Drop off box

Post

1^st level query

Phuthi Lamola

plamola@cipc.co.za

2^nd level query

Fleurette Coetzee

fcoetzee@cipc.co.za

Query Resolution

Query Resolution

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

Query Resolution Emails

Category

Turnaround time

Description

Link

Escalation level

Email addresses for enquiry process

10 working days from the receipt of the query

Responding to emails sent to relevant unit

Alternative processes for enquiries

Magda Swemmer

mswemmer@cipc.co.za

Allocate an official application number to new trade mark applications

Category

Turnaround time

Link

Contacts

Escalation level

Allocate an official application number to new trade mark applications

2 working days of having received the application/s

https://www.cipc.co.za/i ndex.php/trademarks-patents-designs-copyright/patents/

CIPC website (IP on-line)

Drop off box

Post

1^st level query

Jacky Hlabangane

jhlabangane@cipc.co.za

2^nd level query

Fleurette Coetzee

fcoetzee@cipc.co.za

Allocate an official application number to new patent applications

Category

Turnaround time

Link

Contacts

Escalation level

Allocate an official application number to new patent applications

3 working days of having received the application/s

https://www.cipc.co.za/index.php/trade-marks-patents-designs-copyright/patents/

CIPC website (IP on-line)
Drop off box
Post

1^st level query

Jacky Hlabangane

jhlabangane@cipc.co.za

2^nd level query

Fleurette Coetzee

fcoetzee@cipc.co.za

Process applications for renewal of trade marks

Category

Turnaround time

Link

Contacts

Escalation level

Process applications for renewal of trade marks

2 working days after receipt of the application/s for renewal

https://www.cipc.co.za/index.php/trade-marks-patents-designs-copyright-copyright/tade-marks/maintain/

Drop off box

Post

1^st level query

Helen Nuwejaar

hnuwejaar@cipc.co.za

2^nd level query

Fleurette Coetzee

fcoetzee@cipc.co.za

Trade mark registration certificates

Category

Turnaround time

Contacts

Escalation level

Trade mark registration certificates

66 working days (3 months) from the expiry of the statutory opposition period in relation to applications where no formal opposition had been entered

N/A

1^st level query

Monica Mamphiswana

MMamphiswana@cipc.co.za

2^nd level query

Fleurette Coetzee

fcoetzee@cipc.co.za

Issue a first official action in relation to new trade mark applications

Category

Turnaround time

Link

Contacts

Escalation level

Issue a first official action in relation to new trade mark applications

10 months from date of application

https://www.cipc.co.za/i ndex.php/trademarks-patents-designs-copyright/patents/

N/A

1^st level query

Vuyiswa Tlape

VTlape@cipc.co.za

2^nd level query

Fleurette Coetzee

fcoetzee@cipc.co.za

Conversion from a close corporation to company

A close Corporations may, in terms of item 2 of Schedule 2 of the Companies Act, 2008 convert into a profit company having shares, i.e. a private company, a public company, or a personal liability company.

To apply for conversion from a close corporation to company folow the steps below

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 R100.00 or R400.00 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.

Registration Requirements

Application

A valid customer code must be used and indicated on CoR18.1

The customer code must be the same as the customer code under which the name reservation was approved (if applicable), otherwise, power of attorney should be filed with application.
CoR18.1 must be duly completed and signed.

CoR14.1 is not required to be filed with the CoR18.1 since the information on the CoR14.1 does not relate to the conversion. If there are any changes to the statutory information, the necessary change forms (CoR21.1, CoR22, CoR25 and CoR44) need to be completed.
The close corporation must file the company’s MOI at conversion, that may take the form of CoR15.1A or B. The incorporators section on the CoR15.1A or B may be ignored for purposes of the conversion.
The Written Statement of Consent and Member’s Interest may take the form of a written resolution or minutes (accompanied by the agenda/notice of the meeting) of the meeting at which the decision was taken. The resolution or minutes must clearly indicate the decision to convert to a company and that the members who approved the decision holds an aggregate of 75% of the members’ interest. Therefore, the resolution and minutes must indicate the interest of each member who approved and disapproved the decision. The CIPC must either receive the original or a certified copy of the resolution or minutes.
The detail of the initial directors must be filed on a CoR39. It should be noted that the members of the close corporation does not have to accept the appointment of a director at conversion.
At the time of conversion, the close corporation must be solvent and therefore may not be engaged in liquidation or business rescue proceedings. If the close corporation is engaged in any of these proceedings, the application to convert will be rejected pending the finalisation of such proceedings.

Statutory Changes

In the instance where the close corporation intends to amend other statutory information of the close corporation, the following forms are required to be filed with the CoR18.1, together with the prescribed fee:

oChange in registered office – CoR21.1

oChange in financial year end – CoR25

oChange in auditor or the appointment of an auditor – CoR44

oChange in company secretary or the appointment of a company secretary – Co44

oChange audit committee members or the appointment of an audit committee – CoR44

oChange in name – CoR9.4 (reserved name) or CoR9.1 but it is advisable to file with the name already approved.

If CoR21.1, CoR25, CoR44 or CoR9.1 (or CoR9.4) is not filed with the CoR18.1, the existing statutory information of the close corporation will be retained for the company.

Name

If the close corporation is changing its name with the conversion application, it is advisable to file the CoR9.4 (name reservation) with the CoR18.1 since the conversion application will only be processed once the name has either been approved or rejected. A CoR9.1 received with a conversion applications does not receive preference.
All forms filed with the CoR18.1 must be completed using the name that the company will be using after conversion

Effect of Conversion

Members of a close corporation is entitled to take up shareholding of the company but such does not have to be in proportion to the member’s interest that such person held at the time of conversion.
At conversion, a juristic person that existed as a close corporation before the conversion continues to exist, but in the form of a company.
At conversion, all assets, liabilities, rights and obligations that vested in the close corporation or between the close corporation and its member, creditors or any third party continues to exist as if the conversion did not occur.

Accounting Officer

Upon conversion, the appointment of the accounting officer is automatically terminated, and therefore, if the same accounting officer will be used by the company to conduct an independent review (if provided for) in terms of Companies Regulation 29, then the company must reappoint the accounting officer in that capacity. In this regard, no formal notification of the appointment is required.
The so called Section 27(b) letter from the accounting officer is no longer required.

Annual Returns

At time of conversion all annual returns for the close corporation must be up to date.

Registration Process

Only filed manually

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;

Public Consultation on CIPCs 2023 Taxonomy / Data Model

Please participate in CIPCs process of public consultation of the 2023 taxonomy and data model by sending comments to xbrl@cipc.co.za.

XBRL Taxonomy 2023 IFRS Data Model 11 August 2023
XBRL Taxonomy 2023 COOP Data Model 11 August 2023
XBRL Taxonomy 2023 GRAP Data Model 11 August 2023
Draft Taxonomy 2023 as on 11 August 2023 Framework Architecture
Draft Taxonomy 2023 Mandatory Elements As on 11 August 2023
Draft Taxonomy 2023 Release Notes as on 11 August 2023
Draft Taxonomy 2023 for Download as on 11 August 2023

Provisioning of Client-Side Software for Filing of AFSs via iXBRL

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:

Convert to co-operative

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

A constitution must be submitted as part of the application. Select a relevant model constitution from our website and 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.

Scan and e-mail the completed and signed documents together with supporting information to Coopsconversions@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: Coopsconversions@cipc.co.za

Liquidation (Winding up or de-registering a co-operative)

If members decide to close down their Co-operative and end the business of the Co-operative, this is referred to as “winding up” or de-registering the 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 to voluntarily wind up the co-operative.There are two reasons why you might have to wind up your Co-operative.
1. The members may decide to do this at a general meeting in terms of section 71A of the amended Act. 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 CO-OP10 to inform the Registrar of Co-operatives that the members have voluntarily decided to deregister their Co-operative.
2. A Court or the Tribunal may order that a co-operative be wound up 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.
Liquidation of a co-operative

If the assets of a co-operative exceed R1000, 00, the co-operative must follow a liquidation process. When a Co-operative is liquidated, a liquidator will distribute its remaining assets and property. 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.

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: coop10@cipc.co.za

Company Registration Forms

Forms needed

Compulsory forms for all manually registered companies, except foreign companies

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

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)

Changes to the board of directors

A Co-operative must within 30 days after an Annual General Meeting submit to the CIPC the full names, surnames, and addresses of all Directors of the Co-operative, as well as, any Directors that have vacated their positions. This must be done annually, irrespective of changes to the Board or not.

The number of Directors must at all times be within the minimum and maximum number of Directors as specified in the Constitution of the Co-operative.

Should a Director be expelled or a whole board of Directors be replaced with new Directors, this Office will do a verification process which will take a minimum of 14 working days, before the changes will be made on the CIPC database.

Directors are appointed for a term of office in terms of the Constitution of the Co-operative. Should there be changes to the Board of Directors outside the term of office / during a financial year, the CIPC must be informed.

In order to effect changes to the board of directors, please follow these steps:

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.

Deposit funds

The number of Directors must at all times be within the minimum and maximum number of Directors as specified in the Constitution of the Co-operative. If you would want to increase or decrease the number of directors in the constitution, deposit R17,50 into the CIPC bank account. For the bank account details, click here.

Note: If there is no change to the limits of the board of directors, no change to the constitution is necessary. Submit only a notice of change to the board of directors to CIPC – Form CO-OP 6 and CO-OP 2.

Lodge a request to change the number of directors on the board

Form CO-OP 6 if the number of directors on the board must be increased or decreased in the constitution
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)
Certified copy of ID document of each director
Reasons why the number of members of the Board of Director was increased out of term (if applicable);
Reasons for any Director’s vacation of Office out of term (if applicable), i.e.:
- A letter of resignation of a Director should be attached. Also indicate whether the Director also resigned as Founder Member, where applicable. OR
- Minutes of a meeting of the Board, if a Director was expelled as Director as he/she has become incompetent to be a Director or was absent from a number of consecutive Board meetings without leave, as specified in the constitution of the Co-operative. The Minutes must be signed by all of the directors and be certified a true copy OR
Death Certificate

Scan and e-mail completed and signed CO-OP 2 form, together with supporting documents to

Co-op2@cipc.co.za or post it to CIPC.

Conversion from one type of company to another

The conversion from one type of company to another constitutes an amendment of the companies Memorandum of Incorporation (MOI). The MOI of the converted company must comply with the requirements of the Companies Act, 2008 for that A company can convert to any other type of profit company (private, public, state-owned or personal liability). A non-profit company cannot convert to a profit company. If a personal liability company wants to convert to any type of profit company, it must provide notice to its professional body or regulator 10 business days before applying to amend the MOI.

After conversion, the company must amend its suffix for the specific type of company.

NB: A non-profit company cannot convert to a profit company.

Register as a Customer
To view information on how to register as a customer, click here. If you are already registered as a customer, and know your customer code and password, proceed to step 2.

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

To convert 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).

Company and Close corporation Re-instatements

Category

Turnaround time

Description

Contacts

Escalation level

Company and Close corporation Re-instatements

5 working days from the date of tracking an application

(service is dependent on sufficient funds being available in customer code at time of e-mailing)

Company and close corporation re-instatement applications

Email:

Re-instatements@cipc.co.za

1^st level query

Joel Mphahlele

JMphahlele@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

Mergers or Amalgamation (CoR89)

Category

Turnaround time

Description

Contacts

Escalation level

Mergers or Amalgamation (CoR89)

5 working days (service is dependent on sufficient funds being available in customer code at time of e-mailing if new registration and/or MOI amendment is required as part of process)

Mergers or Amalgamation

Email: Companydocs@cipc.co.za

1^st level query

Glory Moumakwe

GMoumakwe@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

Company and Close corporation voluntary Deregistration

Category

Turnaround time

Description

Contacts

Escalation level

Company and Close corporation voluntary Deregistration

5 working days from the date of tracking an application

Company and close corporation voluntary deregistration as well as objections to voluntary deregistration.

Due to issuing of legal notices on the deregistration process, finalisation of the deregistration takes 4 months

Email: Deregistrations@cipc.co.za

1^st level query

Joel Mphahlele

JMphahlele@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

Commencement of Business Rescue Proceedings (CoR123.1 and court order), Terminations (CoR125.2) and substantial implementations (CoR125.3)

Category

Turnaround time

Description

Contacts

Escalation level

Commencement of Business Rescue Proceedings (CoR123.1 and court order), Terminations (CoR125.2) and substantial implementations (CoR125.3)

2 working days from the date of receipt

Commencement of business rescue proceedings, termination of business rescue proceedings, substantial implementation of business rescue proceedings and court orders relating to business rescue

Email: Businessrescue@cipc.co.za

Court orders: Email: corporatelegalservices@cipc.co.za

1^st level query

Joel Mphahlele

JMphahlele@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

External Company Registration (CoR17.1)

Category

Turnaround time

Description

Contacts

Escalation level

External Company Registration (CoR17.1)

5 working days from date of tracking (service is dependent on sufficient funds being available in customer code at time of e-mailing)

External Company Registration

Email: Companydocs@cipc.co.za

1^st level query

Glory Moumakwe

GMoumakwe@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

General, articles and news

CC name change (CK2)

Category

Turnaround time

Description

Contacts

Escalation level

CC name change (CK2)

3 working days from the date of tracking an application.

Changes to CC name.

Manualck2@cipc.co.za

1^st level query

Jane Mulidzwi

JMulidzwi@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

Changes in CC membership - eservices

Category

Turnaround time

Link

Contacts

Escalation levels

Changes in CC membership – e-services

2 working days from the date of receipt of the correct documents sent to the correct email address complying with the email requirements

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-closecorporation/

Email: Eservicesck2@cipc.co.za

PostDrop off boxes (Physical)CIPC website (E-services) Mobile APPBizPortal(and Banks)

1^st level query

Petro Engelbrecht

PEngelbrecht@cipc.co.za

2^nd level query

Thomas LebeteTLebete@cipc.co.za

Vuyani Nkohla3^rd level query

VNkohla@cipc.co.za

Changes in company director details - Manual

Category

Turnaround time

Link

Turnaround time

Escalation level

Changes in company director details – Manual

3 days from the date of tracking and indexing

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-yourcompany/

Email: Manualcor39@cipc.co.za

1^st level query

Norman Sefolo

NSefolo@cipc.co.za

2^nd level query

Thomas Lebete

TLebete@cipc.co.za

Vuyani Nkohla

3^rd level query

VNkohla@cipc.co.za

Changes in company director details - Electronic

Category

Turnaround time

Link

Contacts

Escalation level

Changes in company director details – Electronic

2 working days from the date of receipt of the correct documents sent to the correct email address complying with the email requirements

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-yourcompany/

Email: Eservicescor39@cipc.co.za

Post

Drop off boxes (Physical)

CIPC website (E-services)

Mobile APP

BizPortal (and Banks)

1^st level query

Norman Sefolo

NSefolo@cipc.co.za

2^nd level query

Thomas Lebete

TLebete@cipc.co.za

Vuyani Nkohla

3^rd level query

VNkohla@cipc.co.za

Divisions of co-operatives

Category

Turnaround time

Link

Contacts

Escalation level

Divisions of co-operatives

7 working days from the date of receipt of an application

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-co-oper/

CIPC website (e-services)

Drop off box

Post

Email: Cooperativesonline@cipc.co.za

1^st level query

Lettie Skosana

LSkosana@cipc.co.za

2^nd level query

Lindley Peters:

lpeters@cipc.co.za

Amalgamations of co-operatives

Category

Turnaround time

Link

Contacts

escalation level

Amalgamations of co-operatives

7 working days from the date of receipt of an application

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-co-oper/

CIPC website (e-services)

Drop off box

Post

Email: Cooperativesonline@cipc.co.za

1^st level query

Lettie Skosana

LSkosana@cipc.co.za

2^nd level query

Lindley Peters:

lpeters@cipc.co.za

Conversions of co-operatives

Category

Turnaround time

Link

Contacts

Escalation level

Conversions of co-operatives

7 working days from the date of receipt of an application

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-co-oper/

CIPC website (e-services)

Drop off box

Post

Email: Cooperativesonline@cipc.co.za

1^st level query

Lettie Skhosana

LSkosana@cipc.co.za

2^nd level query

Lindley Peters:

lpeters@cipc.co.za

BEE Affidavit for Exempted Micro-Enterprises

B-BBEE Certification

Customers can apply for a B-BBEE certificate on the eservices website, Bizportal or at the CIPC Self Service Terminal.

For a business with a turnover of less than R10 million, a B-BBEE certificate is not required. Customers can complete an Affidavit, signed by an Commissioner of Oaths, and hand it instead of the B-BBEE certificate. Once the Affidavit has been stamped by a Commissioner of Oaths, the Affidavit serves as a B-BBEE certificate as no other verification is required for Exempted Micro Enterprises.

Click here to download the sample B-BBEE affidavit.

Obligatory notification of CIPC for certain changes

A company is obliged to notify CIPC whenever there are changes to the following:

Deregistering/Closing your Company

A business can be referred for deregistration upon request from the company or close corporation or any other third party, provided that the company or close corporation has ceased to carry on business; and has no assets or, because of the inadequacy of its assets, there is no reasonable probability of the company or close corporation being liquidated.

Deregistration will also be triggered when two or more successive annual returns are outstanding, in which case the company or close corporation will be automatically referred by the system and then notified by registered mail or alternative electronic methods of communication. The contact details as per the Commission records will be used to communicate the deregistration. If your contact details are outdated or incorrect, the Commission is not liable if you have not received such notification before deregistration.

Companies and close corporations are responsible for informing the Commission of contact details to ensure that they receive relevant notifications and reminders.

To de-register your company and/or close corporation, follow these steps:

Write a letter to CIPC

The letter must include the following statement confirming that:

- The company or close corporation is not carrying on business or is dormant; and
- Has no assets, or because of the inadequacy of its assets, that there is no reasonable probability of the close corporation being liquidated (if third party, the statement must be supplemented with sufficient documentary proof confirming the statement);
- If the company or close corporation submits the request, the letter must be signed by at least 50% of the active directors of the company or members of the close corporation, or otherwise by the third party who is requesting the deregistration; and
- Tax number (if available).

Prepare supporting information

CIPC will be unable to proceed with the changes unless the following supporting documentation is attached to the letter:

- Tax clearance certificate or any other written confirmation from SARS that no tax liability is outstanding;
- Certified ID copy of any of the persons signing the letter wherein deregistration is requested;
- If a third party is applying for the deregistration, documentary proof must be submitted confirming the statement that:
  - the company or close corporation is not carrying on business or is dormant and
  - has no assets, or because of the inadequacy of its assets, that there is no reasonable probability of the company being liquidated (If third party, the statement must be supplemented with sufficient documentary proof confirming the statement).

To cancel the de-registration of your business, follow these steps:

Write a letter to CIPC

The letter must clearly state the reason for objecting to the deregistration and such must be submitted to the CIPC before the date the company or close corporation is finally deregistered. If the company or close corporation was finally deregistered, the company or close corporation must apply for Re-instating a company

. No supporting documents are required to object to the deregistration.

It should be noted that this process cannot be used if the reason for the deregistration is non-compliance with annual returns. If the company or close corporation was referred for deregistration due to non-compliance with annual returns, the deregistration process will only be cancelled upon the filing of all outstanding annual returns.

E-mail the letter to deregistrations@cipc.co.za.

Solvency and reckless trading

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)

Appointment, resignation and removal of auditors or company secretary

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

CO-OPS CONSTITUTION ADOPTION

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:

Annual general meeting

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

Company Records

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.

Division of a Co-operative

If members of a co-operative would like to divide a co-operative into two or more co-operatives, a special resolution is needed. Pass a special resolution at a general meeting convened for approval of the division. Each of the new co-operatives will have to comply with the requirements of a co-operative. The agreement must set out the terms of the division and how the division will be done, including the following:

The provisions of the constitution of each co-operative
Which members will become members of each of the co-operatives
The manner in which the assets, rights, liabilities and obligations of the cooperative are to be divided between the co-operatives to be constituted by the division
The business of each of the co-operatives constituted by the division and the area or sector in which they are to operate; and
The name and address of the proposed directors of the co-operatives have to be constituted.

To divide a co-operative 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

Appointment of Auditor/Independent Reviewer and resignation or removal of auditor or independent reviewer co-op

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

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)

Scan and e-mail the completed and signed documents together with supporting information to

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

Return relating to Directors

A co-operative must within 30 days after an Annual General Meeting submit to the CIPC the full names, surnames and addresses of all Directors of the Co-operative, as well as, any Directors that have vacated their positions. This must be done annually, irrespective of changes to the Board or not.

The number of Directors must at all times be within the minimum and maximum number of Directors as specified in the Constitution of the Co-operative. If you would like to change the minimum or maximum number of directors, the constitution must be amended. Follow the steps under Changes to Directors to complete the process.

Should 50% or more of directors be expelled or a whole board of Directors be replaced with new Directors, CIPC will do a verification process which will take a minimum of 14 working days, before the changes will be made on the CIPC database.

Directors are appointed for a term of office in terms of the Constitution of the Co-operative. Should there be changes to the Board of Directors outside the term of office / during a financial year, the CIPC must be informed.

To lodge a return relating to directors the following supporting documents must be included:

Complete the CO-OP 2 form
Certified copy of ID document of old and new directors
Minutes of the meeting where the decision was taken to remove or add directors. The Minutes must be signed by all members present and be certified a true copy
Reasons for any Director’s vacation of Office out of term (if applicable), i.e.:
- A signed letter of resignation of a Director should be attached. Also indicate whether the Director also resigned as Founder Member, where applicable.
- Minutes of a meeting of the Board, if a Director was expelled as director as he/she has become incompetent to be a director or was absent from a number of consecutive Board meetings without leave, as specified in the constitution of the Co-operative. The Minutes must be signed by all of the directors and be certified a true copy
- Certificate of Death (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-op2@cipc.co.za or Post

Submit Documents

In order to effect changes to the board of directors, please follow these steps:

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.

Deposit funds

The number of Directors must at all times be within the minimum and maximum number of Directors as specified in the Constitution of the Co-operative. If you would want to increase or decrease the number of directors in the constitution, deposit R17,50 into the CIPC bank account. For the bank account details, click here.

Note: If there is no change to the limits of the board of directors, no change to the constitution is necessary. Submit only a notice of change to the board of directors to CIPC – Form CO-OP 6 and CO-OP 2.

Lodge a request to change the number of directors on the board

Form CO-OP 6 if the number of directors on the board must be increased or decreased in the constitution
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)
Certified copy of ID document of each director
Reasons why the number of members of the Board of Director was increased out of term (if applicable);
Reasons for any Director’s vacation of Office out of term (if applicable), i.e.:
- A letter of resignation of a Director should be attached. Also indicate whether the Director also resigned as Founder Member, where applicable. OR
- Minutes of a meeting of the Board, if a Director was expelled as Director as he/she has become incompetent to be a Director or was absent from a number of consecutive Board meetings without leave, as specified in the constitution of the Co-operative. The Minutes must be signed by all of the directors and be certified a true copy OR
Death Certificate

Scan and e-mail completed and signed CO-OP 2 form, together with supporting documents to

Co-op2@cipc.co.za or post it to CIPC.

Changes to the Co-operative Share Capital

A share is literally like a slice of ownership. If you buy a share in a co-operative, you will then own a part of a capital value of the co-operative and the amount that you own is determined by the size of your share and the capital value of the co-operative.

Think of buying a slice of cake: the whole cake may be on sale for R20-00, but if it is cut into 10 slices and you buy one slice for R2-00, you will probably eat it straight away.

However, if you contribute R2-00 to buying the ingredients for the cake before it is baked, then you will own a 10% share of that cake in advance. Now your share has the potential to increase in value. For instance, once the cake is baked someone might be willing to pay R30-00 for the whole cake. The value of your share would therefore increase to R3-00, so you will make a 50% profit. Of course you also face the risk that your share could lose its value. If the cake doesn’t taste good, you might not be able to sell it and then your share will be worth nothing. So, it is in your interest to get involved in baking that cake and making sure that it is delicious.

Issuing shares – how does it work?
If the capital value of a co-operative is worth R100 000, the members may decide to create 1,000 shares for sale at a value of R100 each in order to raise more money for developing the business. If you buy 10 of these shares, you will pay R1,000. You will then own 1% of the capital value of the co-operative. When the capital value of the co-operative increases, the value of your shares will increase as well. You may sell your shares back to the co-operative when you resign from the co-operative and you will be paid out the value of your shares at the time of sale.

A co-operative must give share certificates to all members who hold shares in the co-operative. It must also give certificates to members who have made loans to the Co-operative.

To increase or decrease shares 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

Change of co-op address and location

A co-operative must have a registered office in South Africa and this must be recorded in the constitution. The CIPC must also have a record of the co-operative’s address and contact details.

The constitution must record the place (township/suburb/city) and province where the registered office is based. If the contact details of the registered office of a co-operative are changed, the co-operative must notify the Registrar of Co-operatives within 15 days.

The official documents of the co-operative must be kept in a safe place at the registered office.

The records of a Co-operative are all the important documents that relate to the registration and working of the Co-operative.

The Co-operative must include its name in all contracts, invoices, cheques, business letters, orders, and other official documents. The name of the Co-operative must also be put up at its place of business.

A co-operative must keep the following documents at its registered office:

The constitution
Its registration certificate
A register of the Directors interests
A list of the members
A list of the Directors
The minutes book
Adequate accounting records

To apply for a change to the registered address and contact particulars of the co-operatives 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

Changes to the financial year end for co-operative

Changing the Constitution of the Co-operative

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.

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.
The year-end may only change once annually by a maximum of six months earlier or later.
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-OP 6.1 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 change the Constitution of the Co-operative

To change the financial year-end of co-operative follow the steps below:

Register as a Customer

For information on how to register as a customer see below

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

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

Deposit funds

Deposit R17.50 per clause of the co-operative constitution that you would like to change, for the bank account details, click here. Use your customer code as a reference when depositing funds into the CIPC account.

Apply for a change to the co-operatives constitution:

Complete and e-mail or post the completed and signed documents together with supporting information

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

- Print and complete form CO-OP 6
- The original written resolution or statement of consent to the name change signed by all members of the co-operative
- Certified identity copy of the chairperson of the meeting
- Power of attorney (if applicable)

E-mail : Co-op6@cipc.co.zaor Post

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.

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).

Changes to the name of the co-operative

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

Records to keep once a Co-operative has been Registered

1. A registered co-operative must keep (in terms of the Co-operatives Act, 2005 as amended, Section 21) the following at its offices:

Its Constitution, including any amendments thereto.
The minutes of General Meetings in a Minute Book.
The minutes of meetings of the Board of Directors in a Minute book.

List of Members / Register of Members setting out:

i. the name and address of each member.
ii. the date on which each member became a member.
iii. if applicable, the date on which a person’s membership was terminated
iv. the amount of any membership fees paid, the number of membership shares owned and the number and amount of member loans.

A Register of Directors setting out:

i. the name, address, and identity number of each director, including former directors.
the date on which such directors became or ceased to be directors.
ii. the name and address of any other co-operative, company, or close corporation where both present and former directors are, or were, directors or members.

A Register of Director’s interest in contracts or undertakings.
Adequate Accounting Records, including records reflecting the transactions between each member and the co-operative for the purpose of calculating the patronage proportion.

2. The co-operative must keep its accounting records

for a period of five years after the end of the financial year to which they relate, in the case its main object involves its members conducting transactions with it.
for a period of three years after the end of the financial year to which they relate, in the case, its main object does not involve its members conducting transactions with it.

Access to information of Co-operative

Subject to the paragraph below, members of the co-operative may examine the records referred to in paragraphs above during normal business hours of the co-operative and may make copies thereof after payment of a fee.
Subject to the Promotion of Access to Information Act, 2000, the Board of Directors may, for a reasonable period of time, refuse information relating to any commercial transaction of the co-operative if there are reasonable grounds to believe that the disclosure may be to the disadvantage of the co-operative.
Where the constitution of a co-operative provides for the establishment of a supervisory committee, the supervisory committee must determine whether the Board of Directors is entitled to withhold information in terms of the paragraph above.

NOTE: Before considering registering a Co-operative, visit your local Small Enterprise Development Agency (SEDA) Office for the following services:

Pre-incorporation & Co-operative Management Training
Assistance with business planning

Submit documents

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.

Registration Requirements

Application

A valid customer code must be used and indicated on CoR18.1

The customer code must be the same as the customer code under which the name reservation was approved (if applicable), otherwise, power of attorney should be filed with application.
CoR18.1 must be duly completed and signed.

CoR14.1 is not required to be filed with the CoR18.1 since the information on the CoR14.1 does not relate to the conversion. If there are any changes to the statutory information, the necessary change forms (CoR21.1, CoR22, CoR25 and CoR44) need to be completed.
The close corporation must file the company’s MOI at conversion, that may take the form of CoR15.1A or B. The incorporators section on the CoR15.1A or B may be ignored for purposes of the conversion.
The Written Statement of Consent and Member’s Interest may take the form of a written resolution or minutes (accompanied by the agenda/notice of the meeting) of the meeting at which the decision was taken. The resolution or minutes must clearly indicate the decision to convert to a company and that the members who approved the decision holds an aggregate of 75% of the members’ interest. Therefore, the resolution and minutes must indicate the interest of each member who approved and disapproved the decision. The CIPC must either receive the original or a certified copy of the resolution or minutes.
The detail of the initial directors must be filed on a CoR39. It should be noted that the members of the close corporation does not have to accept the appointment of a director at conversion.
At the time of conversion, the close corporation must be solvent and therefore may not be engaged in liquidation or business rescue proceedings. If the close corporation is engaged in any of these proceedings, the application to convert will be rejected pending the finalisation of such proceedings.

Statutory Changes

In the instance where the close corporation intends to amend other statutory information of the close corporation, the following forms are required to be filed with the CoR18.1, together with the prescribed fee:

o Change in registered office – CoR21.1

o Change in financial year end – CoR25

o Change in auditor or the appointment of an auditor – CoR44

o Change in company secretary or the appointment of a company secretary – Co44

o Change audit committee members or the appointment of an audit committee – CoR44

o Change in name – CoR9.4 (reserved name) or CoR9.1 but it is advisable to file with the name already approved.

If CoR21.1, CoR25, CoR44 or CoR9.1 (or CoR9.4) is not filed with the CoR18.1, the existing statutory information of the close corporation will be retained for the company.

Name

If the close corporation is changing its name with the conversion application, it is advisable to file the CoR9.4 (name reservation) with the CoR18.1 since the conversion application will only be processed once the name has either been approved or rejected. A CoR9.1 received with a conversion applications does not receive preference.
All forms filed with the CoR18.1 must be completed using the name that the company will be using after conversion

Effect of Conversion

Members of a close corporation is entitled to take up shareholding of the company but such does not have to be in proportion to the member’s interest that such person held at the time of conversion.
At conversion, a juristic person that existed as a close corporation before the conversion continues to exist, but in the form of a company.
At conversion, all assets, liabilities, rights and obligations that vested in the close corporation or between the close corporation and its member, creditors or any third party continues to exist as if the conversion did not occur.

Accounting Officer

Upon conversion, the appointment of the accounting officer is automatically terminated, and therefore, if the same accounting officer will be used by the company to conduct an independent review (if provided for) in terms of Companies Regulation 29, then the company must reappoint the accounting officer in that capacity. In this regard, no formal notification of the appointment is required.
The so called Section 27(b) letter from the accounting officer is no longer required.

Annual Returns

At time of conversion all annual returns for the close corporation must be up to date.

Registration Process

Only filed manually

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;

Changes to the principal business of close corporation

CIPC must be informed if there are any changes in the principal business of the close corporation.

To change the principal business of the close corporation the following supporting documents must be included:

Certified identity copy of applicant
CK2 form
Certified ID copies of all members and resigning members
A written document signed by all members including the new members consenting to the changes – it can be in the form of minutes, agreement, resolution etc, certified as a true copy of the original.
Certified copies of passports and in the case of refugees or asylum seekers – a certified copy of valid prescribed documentation.
In the case of a deceased member, an executor’s letter issued by the Master of the High Court – the CK2 form must be signed by the executor. A certified ID copy of the executor of the estate must also be attached.

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

Changes to the close corporation name

In order to change an existing close corporation name, a name must first be reserved. Once a name reservation has been approved, the close corporation must apply for an amended Founding Statement. Please note that any changes to the Founding statement must be accompanied by a resolution by the members authorising the name change.

To apply for a name change the following supporting documents must be included:

Complete the CK2 form
Letter of approved name (Cor9.4)
Certified identity copy of applicant
Certified ID copies of all members and resigning members
Certified copies of passports and in the case of refugees or asylum seekers – a certified copy of valid prescribed documentation.

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

Financial Statements

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.

Appointment and resignation of accounting officers

Every close corporation have to appoint an accounting officer. If a vacancy occurs, whether as a result of a removal, resignation or otherwise, a new accounting officer has to be appointed within 28 days.

Appointment of CCs as Accounting Officers

Requirements relating to appointment of close corporations as accounting officers (Practice note 1 of 2006)

Section 60 (4) of the Close Corporations Act, 1984, in its amended form, provides:–

A corporation may appoint as its accounting officer –
1. any person who is a member of a recognised profession listed in a notice referred to in subsection (2);
2. a firm as defined in subsection (1) of the Public Accountants’ and Auditors’ Act, 1991 (Act No. 80 of 1991);
3. any other firm, if each partner in the firm is qualified to be so appointed; or
4. any other corporation, if each member of such corporation is qualified to be so appointed.

From these provisions it is evidently clear that for a firm to be appointed as an accounting officer it must either be a common law partnership or a firm of accountants and auditors as defined in the Public Accountants’ and Auditors’ Act, 1991. A sole proprietor conducting his or her business under a business name (i.e. a name other than the name of its proprietor), therefore, cannot be appointed as a firm but will have to be appointed in his or her personal capacity

In the past this distinction was not clearly drawn and a number of appointments of firms as accounting officers were allowed where the “firm” was in fact a sole proprietor that had to be appointed in a personal capacity. These appointments will be regarded as appointment in a personal capacity of the person whose particulars appeared in the relevant letter of consent and any reference to the firm will be deemed to be a reference to the relevant person. No re-appointment will be required but such accounting officers must ensure that all future acts performed by them as accounting officers under the Close Corporations Act, 1984, or any other law must be performed in their personal capacities and not by or on behalf of a “firm”. Of particular importance in this regard is the use of the correct letterhead by accounting officers who are deemed to be or are appointed in their personal capacities – such a letterhead should reflect the personal particulars of the appointed accounting officer and not that of a firm.

In order to ensure that a firm or a close corporation qualifies for appointment as accounting officer of a close corporation, the firm or close corporation to be appointed must furnish the following additional information in its letter of consent to its appointment:–

The names of all the partners of the firm or members of the close corporation;
the recognised professions to which each such partner or member belongs;
the individual membership or practice number of each such partner or member; and
the practice number of the firm or close corporation allocated by the relevant recognised profession to the said firm or close corporation (Note: the membership or practice number of individual partners or members will not be accepted as the firm or close corporation will be appointed as accounting officer and not the individual partners or members).

Prospective accounting officers must, furthermore, note that the letter of consent to their appointment must be typewritten –

on a letterhead containing the personal particulars of the accounting officer, if the appointment is made in a personal capacity [section 60 (4) (a) (i)];
on the letterhead of the firm, if a firm is appointed [section 60 (4) (a) (ii) and (iii)]; or
on the official letterhead of the close corporation, if a close corporation is appointed [section 60 (4) (a) (iv)]; and that it must be dated not earlier than three months prior to the date of lodgment.

Recognised Professions for Accounting Officers

The Companies and Intellectual Property Commission (CIPC) is recognising the following accounting professions for purposes of appointment as accounting officers in terms of the Close Corporations Act, 1984

The South African Institute of Chartered Accountants (SAICA)
Auditors registered in terms of the provisions of the Auditing Profession Act, 2005(CA)
The Southern African Institute of Chartered Secretaries and Administrators (ICSA)
The Chartered Institute of Management Accountants (CIMA)
The South African Institute of Professional Accountants (SAIPA)
THE IAC who have obtained the Diploma in Accountancy (IAC)
The Association of Chartered Certified Accountants (ACCA)
The Chartered Institute of Business Management (MCIBM)
The South African Institute of Business Accountants (SAIBA)
The South African Institute of Government Auditors (SAIGA)

Steps to appoint an Accounting Officer

To appoint or effect changes to the Accounting Officer 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

Changes to the company share capital

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

The new Companies Act, 2008 has changed the basis on which companies are capitalised. Shares issued in terms of the 2008 Act have no nominal or par value. The board must determine the price or other adequate considerations at which shares may be issued at the time of issuing the shares. In terms of the Companies Act, 1973 companies (also called pre-existing companies) were authorised to have no par value shares. Companies that do have no par value shares, after the implementation of the Companies Act, 2008 on 1 May 2011 –

May not authorise any more or new par value shares; and
May not increase or subdivide par value shares.

Companies with par value shares may convert its par value shares to no par value shares where after such may be increased or subdivided.

It should also be noted that only changes to authorised shares (shares that the company is authorised to issue) must be submitted to the CIPC. The Companies Act, 2008 does not require a company to submit information relating to the issuing of shares to the CIPC and therefore CIPC does not hold such information. It is the duty of the company itself to establish and maintain a securities register (or share register). For more information on the legal requirements on the establishment and maintenance of a securities register refer to section 50 of the Companies Act.

Any changes to shares, even increases or decreases of par value shares for all companies, requires the filing of a CoR15.2 since such authorised share information forms part of the company’s memorandum of incorporation.

Steps to increase or decrease share capital

1. Confirm that correct authorised shares reflect

Login to e-services, select Authorised Share Changes, type in the company registration number, and view the displayed authorised share information.

If the displayed share information does not correspond to the records of the company, a ticket must be logged in order for the historical authorised share information to be reviewed and corrected, Click here to log an enquiry.

2. File change to authorised shares

To view the step by step guide on how to file changes to authorised shares, click here.

The following actions are allowed –

Conversion of authorised shares from par value to no par value;
Increase of authorised shares with no par value;
Decrease of authorised shares with par value and no par value;
Reclassification of classes of shares with par value and no par value; and
Adding of new class of shares.

The processing changes of authorised shares is immediate and no further documents needs to be submitted to the CIPC to finalise the transaction. However all documents related to the change must be kept for future use. Also note that effective date is the date when the transaction is finalised/registered.

Online payment of prescribed fee

Filing changes to authorised shares has a prescribed fee of R250.00. An online payment option via debit / credit card is available as part of the filing process.

Public offering of company securities (Prospectus)

Lodging of a prospectus

A Public company by its nature is allowed to offer its shares/securities to the public for sale.

A Public company before it can offer its shares/securities to the public must register a prospectus which complies with the Companies Act, by getting approval for that prospectus with the relevant exchange for example the Johannesburg Securities Exchange(JSE) if it intends listing, or by the filing of that prospectus with the CIPC. The intention of a prospectus is to provide a potential investor with adequate information to empower the investor to make an informed investment decision.

A prospectus is a document drafted by the company which sets out the details of the investment offering of shares/securities for sale to the public.

It is important to note that the registration of a prospectus by the Companies and Intellectual Property Commission does not indicate any support or qualify the potential investment as a good investment opportunity. Registration merely indicates the compliance of the prospectus to the minimum requirements set out in the Companies Act 71 of 2008 and Regulations as amended.

A prospectus contains factual information of the company that a prospective investor or subscriber of shares/securities in the company will need to make an informed investment decision, for example, but not limited to:-

1.Assets and liabilities
2.Financial position
3.Profits and losses
4.Cash flow
5.Prospects of the company in which a right or interest is to be acquired
6.The shares/securities being offered and the rights attached to them. (The securities include but is not limited to depository receipt in public companies, notes, derivative instruments, bonds, debentures, participatory interests in collective investment schemes and instruments based on an index.)

(See section 100 of the Act)

The prospectus is deemed to be registered by the Commission after it was vetted by the Prospectus Vetting Committee and a Certificate to that effect was issued. The Certificate will be issued for a specific period.

The registration of a prospectus is done in two phases. In phase one a draft prospectus will be registered at a cost of R2000.00. In phase two the final prospectus will be registered when it complies with relevant legislation at a cost of R5000.00. For the bank account details, click here. Use your customer code as reference when depositing money into the CIPC bank account.
The following documents must be included:

Complete form CoR 46.4
Together with the prospectus

A hard copy of the prospectued must also be submitted. It can be posted or handed in at the designated drop off box situated at the Self Service Terminal at the Sancardia Mall Self Service Centre (SSC).
E-mail: prospectus@cipc.co.za.

Amalgamation or Merger of Companies

Two or more profit companies (including holding and subsidiary companies) may merge if upon implementation of the merger, each of the companies satisfies the solvency and liquidity test.

To be able to merge, two or more profit companies (including holding and subsidiary companies) must enter into a written agreement setting out, in particular, the following : (a)-(h)

(a) The proposed MOI of the new company to be formed by the merger.

NOTE: Where two or more companies merge one of two things can happen.

In the first instance:
- Where a company merges with another with the aim of retaining one of the merging companies. Eg. Company X merges with company Y with the aim of retaining company X.
- In this instance, company Y must apply for deregistration but not necessarily for company X (as it will be the operating business).
- A new MOI may not be necessary, but optional.

In the second instance:

- Where two or more companies merge with aim of creating a new company. Eg. Company X merges with company Y with aim of creating a new company Z.
- In this instance, company X and Y must deregister and register company Z. A new MOI is compulsory.

Amalgamation or Merger may only be registered manually.

To apply 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).

Business rescue

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

Other changes to the memorandum of incorporation

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

Changing the type of the company;
Changing the main business of the company;
Changing article in the MOI;
Adopt a new MOI;
Removing, amending or inserting ring fencing conditions;

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

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

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

To apply for any of the following changes listed below

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

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

Note: If the amendment to a company’s MOI has substituted an MOI, or has altered the existing MOI by changing the type of the company, the company must include a copy of the amendment with the Notice of Amendment – complete CoR15.1A, B, C, D, E or own MOI.

If a company wishes to amend any of its existing ring fencing provisions within its MOI, or wishes to include ring fencing provisions, a CoR15.2 with the CoR15.2 Annexure A must be filed.
All forms filed with the CoR15.2 must be completed using the current name of the company.

Click here for the CIPC service delivery standards

Payment methods

Co-operative registration only accepts Card payment method

NB: Funds deposited into customer code will not be accepted.

Apply for trade mark

Electronic application

When applying for a Trade Mark, please note that you have to file a separate Trade Mark application for each international class of goods or services for which you would like to use your Trade Mark. For example, if you manufacture and also sell cars, you have to lodge two Trade Mark applications:

- One in class 12 for manufacturing of motor vehicles; and
- One in class 35 for selling of motor vehicle.

To identify the correct class for goods or services, view the International Classification of Goods and Services. Alternatively, contact the CIPC Office for assistance. Our staff will be able to assist you to identify the correct class/es for your goods and/or services.

Take care not to put goods or services belonging in different classes on one Trade Mark application form. If you do so, your application will not be processed and will be returned to you requesting you to indicate the goods/services of interest for one class only, and also advising you to lodge further applications for the additional class/es.

“Address for service” is the address at which you will be receiving all the communications from the Office. Please be sure to inform the Office by requesting “a change of address for service” on form TM2 in case this address changes. The address for service MUST at all times be an address within the Republic of South Africa.

Should your application comply with all the formal requirements, and the required official fee has been received by the Office, the application will be allocated an application date and an official application number. All communications with the Office should at all times include the application number as reference

Apply now

Manual application

Complete form TM1. The original form TM1 must be submitted to CIPC via post, or courier services, or placed in the drop box outside the CIPC office at the DTIC Campus, 77 Meintjies Street, Sunnyside, Pretoria.

When applying for a Trade Mark, please note that you have to file a separate Trade Mark application for each international class of goods or services for which you would like to use your Trade Mark. For example, if you manufacture and also sell cars, you have to lodge two Trade Mark applications:
- One in class 12 for manufacturing of motor vehicles; and
- One in class 35 for selling of motor vehicle.

To identify the correct class for goods or services, view the International Classification of Goods and Services. Alternatively, contact the CIPC Office for assistance. Our staff will be able to assist you to identify the correct class/es for your goods and/or services.

Indicate the class in Field 51 of form TM1.

Indicate all the goods and/or services for which you would like to use the Trade Mark in Field 57 of form TM1.

Take care not to put goods or services belonging in different classes on one Trade Mark application form. If you do so, your application will not be processed and will be returned to you requesting you to indicate the goods/services of interest for one class only, and also advising you to lodge further applications for the additional class/es.

Field 74 of form TM1 “address for service” is the address at which you will be receiving all the communications from the Office. Please be sure to inform the Office by requesting “a change of address for service” on form TM2 in case this address changes. The address for service MUST at all times be an address within the Republic of South Africa.

For further assistance, view SAMPLE TM1.

Should your application comply with all the formal requirements, and the required official fee has been received by the Office, the application will be allocated an application date and an official application number. All communications with the Office should at all times include the application number as reference.

Click here for forms

Deposit funds IP

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.

Re-instating a company

CIPC will only re-instate a company or close corporation if:

The company or close corporation was in business at the time of deregistration (Sufficient documentary evidence in the form of bank statements for a period of six months before and six months after deregistration are required).
Immovable property is registered in the name of the deregistered business; or
The court issued an order re-instating the company or close corporation.
If none of the above can be proven by the documentary evidence, the CIPC will not re-instate the company or close corporation and it is advised that a new company be registered at a cost of R125.00 without a name and R50 for each name reservation application (provided that the standard default option is selected).

The benefits of registering a new company are:

Cost-benefit, since reinstatement requires the payment for the filing of the reinstatement application (R200.00) and filing of all overdue annual returns (based on entity category and payment scale) while a new company registration requires only payment of R175.00;

After the filing of the overdue annual returns, the records of the entity must be updated by the filing of the required statutory amendment forms (e.g. CoR39, CoR 21.1, CK2) and even possible amendments to a company’s MOI;

Quicker since not necessary to obtain the necessary supporting documents to the reinstatement application, namely multiple deed search, affidavits, newspaper advertisement, and possibly a letter from the Department of Public Works.

Who may apply for reinstatement:

In terms of section 82(4) of the Companies Act, any interested person may apply to re-instate a company or close corporation. Therefore, for example, the company or close corporation itself may apply for reinstatement or any of its creditors or any other person that needs to have the company or close corporation re-instated in order to take further legal action against the company or close corporation.

If the reinstatement application is brought by any person, other than the company or close corporation or its duly appointed representative, then it is advisable to approach a court for an order of reinstatement. In terms of Companies Regulation 40(6) the company or close corporation is only fully re-instated (or its legal personality restored), once all outstanding annual returns are filed. It is only the company or close corporation or its duly appointed representative that can file the annual returns.

Assessment

Determine whether the company or close corporation was active at the time of deregistration or immovable property is registered in the name of the company or close corporation.

If no immovable property registered in the name of the entity or the entity has not been active, please do not proceed with a reinstatement application.

If a creditor, please do not proceed with a reinstatement application. Approach a court for an order re-instating the company or close corporation.

Deposit funds
Deposit R200 into the CIPC bank account. For the bank account details, click here.

A court order reinstating an entity is free of charge.

Re-instating a close corporation by court order
Court order reinstating a company or close corporation must be e-mailed to corporatelegalservices@cipc.co.za whereafter it will be referred to the relevant processing unit for implementation. For more detail on how to submit a court document or court order to CIPC, refer to Practice Notes 4 and 5 of 2016.

For purposes of a reinstatement court order, the court order itself and all other supporting documents as stated in Practice Notes 4 and 5 of 2016, MUST be in PDF or TIFF and application submitted as a single e-mail.

Company Files Outstanding Annual Returns

Once the CoR40.5 is processed all outstanding annual returns must be filed by the company or close corporation to complete the reinstatement process. If annual returns are not filed, the entity cannot re-instated (or its legal personality restored) unless a court order for re-instated was submitted.

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

Submit 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 reinstatement, 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.

E-mail to: re-instatements@cipc.co.za.

NB: All attachments must be in PDF or TIFF and application submitted as a single e-mail.

Submit documents

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

Submit 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 reinstatement, 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.

E-mail to: re-instatements@cipc.co.za.

NB: All attachments must be in PDF or TIFF and application submitted as a single e-mail.

Other changes to the co-operative

Changes to the constitution may include changes to the objectives and business description, membership, loans to members, financial year-end, and 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 hold a reasonable term of Office that must be indicated in the Constitution of the co-operative.

To make Other changes to the co-operative click here

Amalgamations of Co-operatives (Section 57&64)

If members of a co-operative would like to amalgamate two or more co-operatives, a special resolution is needed. Pass a special resolution at a general meeting convened for approval of agreement to amalgamate two or more co-operatives.

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

Submit documents

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)

Scan and e-mail the completed and signed documents together with supporting information to

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

Submit documents

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

Submit documents

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

SUBMIT DOCUMENTS

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

Annual general meetings

Public companies are required to hold annual general meetings (AGMs). The first such meeting must take place within 18 months of the incorporation of the company and thereafter the meetings must be held no more than 15 months after the previous meeting (or another period as determined upon application by the Companies Tribunal).
Annual General meetings must be held to provide at minimum for the following:

The presentation of the directors and audit committee reports

The presentation of the audited financial statements for the immediately preceding financial year;
The election of directors, as required by law and the MOI;
The appointment of the auditors and the audit committee;
Any matters raised by shareholders, regardless of whether advance notice of the topic was given

The company must deliver a notice of the meeting to each shareholder at least 15 business days prior to the meeting. All shareholder meetings of public companies may be held in South Africa or in another country, but must be accessible for electronic participation by all shareholders, irrespective of the location of the meeting.

Appointment of Auditors or independent reviewers

Category B co-operative must appoint an independent reviewer and category C co-operative must appoint an auditor and complete form CO-OP4

An audit is a financial evaluation that is done by a qualified and registered accountant to check that the financial affairs of the Co-operative are being correctly and honestly managed. The person or company that carries out the audit is called an auditor.

The duties of an auditor include the following:

Make sure that the Co-operative keeps accurate Annual Financial Statements (AFS).
Make sure that the financial records of the Co-operative follow the requirements of the Constitution and the Co-operative Act.
Make sure that the assets and property of the Co-operative are properly managed.
Attend meetings of the Co-operative where financial matters are discussed.
Collect any information needed for the audit.
Report on whether the Co-operative is following the seven Co-operative principles.
Report on any other financial matters.
Submit an annual auditor’s report and Annual Financial Statements (AFS) to the Co-operative.

Follow the steps below on how to update the auditors of the co-operative

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. Category B co-operative has to submit notice of appointment of an independent reviewer. (Form CO-OP4).

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)

Scan and e-mail the completed and signed documents together with supporting information to

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

Financial Statements/Independent Reviewed Report/Directors Annual Report

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

Submit documents

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).

Application for license as business rescue practitioner

A person may be appointed as a business rescue practitioner of a company only if that person is a member in good standing of a legal, accounting or business management profession.

A conditional license as a business rescue practitioner will only be issued to a person who has been nominated by a company that is financially distressed.

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

Register as a Customer

To view information on how to register as a customer, click here. If you are already registered as a customer and know your customer code and password, proceed to step 2.

Deposit funds

Deposit R500 into the CIPC bank account. For the bank account details, click here. Use your customer code as a reference when depositing money into the CIPC bank account.

Apply for a license as a business rescue practitioner

Print and complete form CoR126.1

Scan and e-mail the completed and signed documents together with supporting information to CoR126.1@cipc.co.za

To apply for a license as a business rescue practitioner, 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

Co-operative Registration

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.

Reports on compliance notices

Inspector Report on JCI Limited (1894/000854/06)	04 September 2018
Proflex Investments (Pty) Ltd Compliance Report	06 April 2018
Report on enforcement of compliance notice: Mdali Group Consortium	19 July 2017
Report on enforcement of compliance notice: Blyde River Botanical Reserve Home Owners Association (NPC) Annexure A: Inspectors report on Blyde River Botanical Reserve Home Owners Association (NPC) Reg No: 1999/000406/08	18 May 2015

Appointment, resignation and removal of auditors or company secretary

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:

Register as a Customer click here.
Apply for auditor appointments or resignations
Click on On-line Transacting and then on E-Services

Note: No supporting documents are required.

Click here to lodge an inquiry.

Important: Queries relating to transactions already lodged should only be submitted once the Service Turnaround Time has lapsed.

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:

Register as a Customer

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

Print and complete form CoR44.

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

Power of Attorney / Mandate, signed by an active Director
Resolution from Company signed by all the active Directors reflecting the change to be made on the Auditor / Co-Secretary
Certified identity copy of the owner of the customer code
Certified identity copy of Director who signed the CoR44 form
Certified identity copy of applicant/person who signed the CoR44 form
Certified identity copy of the Auditor
Consent letter of the Auditor accepting the appointment
When Auditor / Co-Secretary resign, submit resignation letter on their letterhead
Proof of address by way of an Annexure or letterhead of Auditor firm

E-mail the completed and signed documents together with supporting documentation to cor44@cipc.co.za

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

Important: Queries relating to transactions already lodged should only be submitted once the Service Turnaround Time has lapsed.

Conversions from company to a co-operative

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:

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

Liquidating or winding up your companyor CC

Liquidation implies that the business is not able to pay its debts.

Liquidation further implies that the business will cease to operate (generally as a result of financial problems).

The liquidation may come about:

as a result of a legal court process, or
by a request of the creditors, or
the company or close corporation may voluntary decide to be liquidated.

Voluntary Winding up of a company or CC

Solvent company

A solvent company or close corporation may be wounded up voluntarily by members or by a creditor by the adoption of a Special resolution by the company or close corporation. The resolution must be filed with the CIPC by filing the CoR40.1 with supporting documents.

Before the resolution is adopted by the company or close corporation, the company or close corporation must set security with the Master of the High Court for the payment of the company’s debts within no more than 12 months after the start of the winding-up of the company or close corporation or obtain consent of the Master to dispense with security.

For consent to dispense with security the following information must be provided to the Master:

A sworn statement by a director (if a company) or member (if a close corporation) authorised by the board of the company stating that the company or close corporation has no debts; and
A certificate by the company’s or close corporation’s auditor, or a person who meets the requirements for the appointment of an auditor (if company does not have a auditor) stating that to the best of the auditor’s knowledge and belief and according to the financial records of the company or close corporation, the company or close corporation appears to have no debts.
Note: It should be noted that the above requirements are determined by the Master itself and therefore, the above may not be correct. Therefore, the above only serves as a guide as to what the Master may require.

A company or close corporation remains a juristic person and retains all of its powers as such while it is being winded up voluntarily. From the beginning of the company close corporation’s winding-up, it must stop carrying on its business except for those activities required for the benefit of the winding up process. Also all the powers of the company’s directors or close corporation’s members cease, except to the extent specifically authorised,

by the liquidator or shareholders in a general meeting in the case of winding-up by company, or
by the liquidator or creditors in the case of winding-up by creditors.

A company or close corporation is dissolved as of the date its name is removed from the companies’ or close corporation register. The removal of a company or close corporation’s name does not affect the liability of any former director or shareholder (for close corporation its members) or any other person in respect of any act or omission that took place before the close corporation was removed from the register.

At any time after a company or close corporation has been dissolved, the liquidator or other person with an interest may apply to a court for an order declaring the dissolution to have been void, or any other order that is just and equitable in the circumstances and if the court declares the dissolution to have been void, any proceedings may be taken against the company or close corporation as might have been taken if the company close corporation had not been dissolved.

Legal personality is only terminated once the entity is “dissolved”.

To voluntarily liquidate, wind up your solvent company, or wind up a company close corporation by court order

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

Voluntarily liquidate

- Register as a Customer click here
- complete form CoR40.1.
- Security – JM12 or consent to dispense with security – if winding up is by company or close corporation itself;
- Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
- Certified ID copy of signatory (active director (company) or member (close corporation)/company secretary/representative)
- Power of attorney – if representative
- Fee – R80.00 (plus a penalty of R150.00 if not lodged within a month after the meeting). For the bank account details, click here.

Voluntarily wind up
- complete form CoR40.1.
- CM25a or CM25 plus notice of the meeting;
- Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
- CM100 – Statement of Company Affairs
- Certified ID copy of signatory on the CM 26 (active director/company secretary/representative)
- Power of attorney – if representative

Wind up the company or close corporation by court order
- complete form CoR40.1.
- Letterhead of person submitting court order indicating contact details of person submitting it and customer code (preferable); and
- Copy of court order.

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: liquidations@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).

Forms of co-operatives

(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.

Submit documents

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

Voluntarily liquidate

- complete form CoR40.1.
- Security – JM12 or consent to dispense with security – if winding up is by company or close corporation itself;
- Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
- Certified ID copy of signatory (active director (company) or member (close corporation)/company secretary/representative)
- Power of attorney – if representative

Voluntarily wind up
- complete form CoR40.1.
- CM25a or CM25 plus notice of the meeting;
- Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
- CM100 – Statement of Company Affairs
- Certified ID copy of signatory on the CM 26 (active director/company secretary/representative)
- Power of attorney – if representative

Wind up the company or close corporation by court order
- complete form CoR40.1.
- Letterhead of person submitting court order indicating contact details of person submitting it and customer code (preferable); and
- Copy of court order.

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: liquidations@cipc.co.za

Submit documents

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

SUBMIT DOCUMENTS

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

Acknowledgement of receipt of Reportable Irregularity reports (an automatic response is send immediately after receiving the email)

Category

Turnaround Time

Link

Contacts

Escalation level

Acknowledgement of receipt of Reportable Irregularity reports (an automatic response is sent immediately after receiving the email).

5 working days

https://www.cipc.co.za/index.php/manage-your-business/manage-your-company/independent-review

Email: Independentreview@cipc.co.za

Joey Mathekga

JMathekga@cipc.co.za

Allocate an official application number to new design applications

Category

Turnaround time

Link

Contacts

Escalation level

Allocate an official application number to new design applications

2 working days of having received the application/s

https://www.cipc.co.za/index.php/trade-marks-patents-designs-copyright/patents/

CIPC website (IP on-line)

Drop off box

Post

1^st level query

Tshenolo Jakoba

TJakoba@cipc.co.za

2^nd level query

Victoria Didishe

VDidishe@cipc.co.za

3^rd level query

Mavis Nyatlo

SMnyatlo@cipc.co.za

Issue copyright in film registration certificates

Categories

Turnaround time

Link

Contacts

Escalation level

Issue copyright in film registration certificates

2 working days from the receipt of the application

https://www.cipc.co.za/index.php/trade-marks-patents-designs-copyright-copyright/tade-marks/ho/

CIPC website (IP online)

Drop off box

Post

1st level query:

Tshepo Bambo:

T Bambo@cipc.co.za

2^nd level query:

Kadi Petje: KPetje@cipc.co.za

Respond to social media queries

Category

Turnaround time

Description

Links

Escalation level

Respond to social media queries

24 hours from the receipt of the query

Responding to a query on escalation to the unit

https://www.facebook.com/theCIPC/

www.twitter.com/thecipc

Thobani Mhlongo

TMhlongo@cipc.co.za

Public Consultation on CIPCs 2022 Taxonomy / Data Model

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

Register as a customer

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

Company address (CoR21.1)

Category

Turnaround time

Description

Link

Escalation level

Company address (CoR21.1)

Changes will be effective within a minimum of 5 working days due to the requirement that the effective date must be at least 5 days from date of filing with CIPC.

Company address changes.

CIPC Website (e-services)

Self Service Centres

1^st level query

Jane Mulidzwi

JMulidzwi@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

MOI amendments on share capital (CoR15.2)

Category

Turnaround time

Description

Link

Escalation level

MOI amendments on share capital (CoR15.2)

Effective immediately based on the availability of chosen director to provide OTP

Changes to share capital

CIPC Website (e-services)

1^st level query

Jane Mulidzwi

JMulidzwi@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

Finalisation of the matter

Category

Turnaround time

Link

Contacts

Escalation level

Finalisation of the matter

Within six months after allocation of the matter

N/A

Joey Mathekga

JMathekga@cipc.co.za

Advisory opinions

Category

Turnaround time

Link

Contacts

Escalation level

Prospectus certificate

Issue a prospectus certificate within 14 days after a receipt of final prospectus from the client

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-company/public-company/compliance-obligations/public-offering-company-securities-prospectus/

N/A

Joey Mathekga

JMathekga@cipc.co.za

Prospectus certificate

Category

Turnaround time

Link

Contact

Escalation level

Prospectus certificate

Issue a prospectus certificate within 14 days after a receipt of final prospectus from the client

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-company/public-company/compliance-obligations/public-offering-company-securities-prospectus/

N/A

Joey Mathekga

JMathekga@cipc.co.za

Request for investigations (Corporate Compliance and Disclosure Regulation)

Category

Description

Link

Contacts

Escalation level

Request for investigations (Corporate Compliance and Disclosure Regulation)

80% of requests closed or inspectors appointed to investigate within 10 working days of receipt of requests

https://www.cipc.co.za/index.p hp/register-yourbusiness/companies/moi/

Email: CoR135.1complaints@cipc.co.za

Joey Mathekga

JMathekga@cipc.co.za

Request for investigations(governance and surveillance and enforcement)

Category

Description

Link

Contacts

Escalation level

Request for investigations(governance and surveillance and enforcement)

80% of requests closed or inspectors appointed to investigate within 30 working days of receipt of requests e date of tracking an application

https://www.cipc.co.za/index.p hp/register-yourbusiness/companies/moi/

Email:

CoR135.1complaints@cipc.co.za

Joey Mathekga

JMathekga@cipc.co.za

Acknowledgment of receipt of complaints

Category

Turnaround Time

Link

Contacts

Escalation level

Acknowledgment of receipt of complaints

5 working days of receipt of a complaint

N/A

Joey Mathekga

JMathekga@cipc.co.za

Process applications for renewal of patents

Category

Turnaround time

Link

Contact

Escalation level

Process applications for renewal of patents

2 working days of receipt of the application

https://www.cipc.co.za/i ndex.php/trademarks-patents-designs-copyright/patents/

CIPC website (IP on-line)

Drop off box

Post

1^st level query

Nokulunga Mdingi

NMdingi@cipc.co.za

2^nd level query

Victoria Didishe

VDidishe@cipc.co.za

3^rd level query

Mavis Nyatlo

SMnyatlo@cipc.co.za

Issue patent registration certificate

Category

Turnaround time

Link

Contacts

Escalation level

Process applications for renewal of patents

2 working days of receipt of the application

https://www.cipc.co.za/i ndex.php/trademarks-patents-designs-copyright/patents/

CIPC website (IP on-line)

Drop off box

Post

1^st level query

Nokulunga Mdingi

NMdingi@cipc.co.za

2^nd level query

Victoria Didishe

VDidishe@cipc.co.za

3^rd level query

Mavis Nyatlo

SMnyatlo@cipc.co.za

Process applications for renewal of designs

Category

Turnaround time

Link

Contacts

Escalation level

Process applications for renewal of designs

2 working days of receipt of the application

https://www.cipc.co.za/index.php/trademarks-patents-designs-copyright/patents/

CIPC website (IP on-line)

Drop off box

Post

1^st level query

Thulani Ntuli

TNtuli@cipc.co.za

2^nd level query

Tshenolo Jakoba

TJakoba@cipc.co.za

3^rd level query

Victoria Didishe

VDidishe@cipc.co.za

Issue design registration certificate

Category

Turnaround time

Link

Contact

Escalation level

Issue design registration certificate

44 working days (2months) from the date of publication of the notice of acceptance in the Patent Journal

https://www.cipc.co.za/index.php/trademarks-patents-designs-copyright/patents/

CIPC website (IP on-line)

Drop off box

post

Drop off box

1^st level query

Tshenolo Jakoba

TJakoba@cipc.co.za

2^nd level query

Victoria Didishe

VDidishe@cipc.co.za

3^rd level query

Mavis Nyatlo

SMnyatlo@cipc.co.za

Allocate an official application number to new copyright in film applications

Category

Turnaround time

Link

Contacts

Escalation level

Allocate an official application number to new copyright in film applications

1 working day from the receipt of the application

http://www.cipc.co.za/index.php/trade-marks-patents-designs-copyright-copyright/tade-marks/ho/

CIPC website (IP on-line)

Drop off boxes

Post

1^st level query:

Tshepo Bambo

TBambo@cipc.co.za

2nd level query:

Kadi Petje:

KPetje@cipc.co.za

Company financial year end (CoR25)

Category

Turnaround time

Description

Link

Escalation level

Company financial year end (CoR25)

Changes effective immediately based on the availability of director/s to provide OTP/s

Financial year-end changes.

CIPC Website (e-services)

1^st level query

Jane Mulidzwi

JMulidzwi@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

Location of company records (CoR22)

Category

Turnaround time

Description

Contact

Escalation level

Location of company records (CoR22) N/A

5 working days from the date of tracking an application

Changes to location of company records.

Email: companychanges@cipc.co.za

1^st level query

Jane Mulidzwi

JMulidzwi@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

MOI amendments on company name change (CoR15.2)

Category

Turnaround time

Description

Link

Escalation level

MOI amendments on company name change (CoR15.2)

Effective immediately based on the availability of director/s to provide OTP

Changes to company name.

CIPC website (e-services)

1^st level query

Jane Mulidzwi

JMulidzwi@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

MOI amendments for JSE applications (CoR15.2)

Category

Turnaround time

Description

Contacts

Escalation level

MOI amendments for JSE applications (CoR15.2)

3 working days from the date of tracking

Changes to share capital, main business, conversion from one type of company to another, adoption of new MOI, ring fencing, articles etc for JSE listed companies and their subsidiaries only

Email: JSEapplications@cipc.co.za

1^st level query

Jane Mulidzwi

JMulidzwi@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

Close Corporation to Company Conversions (CoR18.1)

Category

Turnaround time

Description

Contact

Escalation level

Close Corporation to Company Conversions (CoR18.1)

5 working days from date of tracking (service is dependent on sufficient funds being available in customer code at time of e-mailing)

Conversion from Close Corporation to a Company

Email: Companydocs@cipc.co.za

1^st level query

Glory Moumakwe GMoumakwe@cipc.co.za

2^nd level query

Christa Klokow CKlokow@cipc.co.za

Private Company and Non Profit Company with customized MOI, Public Company, State Owned Company and Incorporated Company (CoR15.1B, D and E)

Category

Turnaround time

Description

Contact

Escalation level

Private Company and Non Profit Company with customized MOI, Public Company, State Owned Company and Incorporated Company (CoR15.1B, D and E)

5 days from date of tracking(service is dependent on sufficient funds being available in customer code at time of e-mailing)

New Company Registration

Email: Companydocs@cipc.co.za

1^st level query

Glory Moumakwe

GMoumakwe@cipc.co.za

2^nd level query

Christa KlokowCKlokow@cipc.co.za

Short Standard Private and Non Profit without members (CoR15.1A and CoR15.1C)

Category

Turnaround time

Description

Links

Escalation level

Short Standard Private and Non Profit without members (CoR15.1A and CoR15.1C)

E-services:

2 working days

Mobile App, Self Service Centre, Bank, BizPortal immediately(service is dependent on payment being made immediately)

New Company Registration

E-Services:https://eservices.cipc.co.za/and then e-mailing to Eservicescoreg@cipc.co.zaSelf Service CentreMobile AppBanks (Nedbank, ABSA and FNB): relevant banking websitesBizPortal:https://www.bizportal.gov.za

1^st level queryGlory MoumakweGMoumakwe@cipc.co.za

2^nd level queryChrista KlokowCKlokow@cipc.

Name Reservations

category

Turnaround time

Description

Links

Escalation level

Name Reservations

2 working days (service is dependent on sufficient funds being available in customer code)

Company name reservation, defensive name reservation, transfer of name, extension of company name or defensive name

E-Services : https://eservices.cipc.co.za/

Self Service Centre

Mobile App

BizPortal: https://www.bizportal.gov.za/

For Associated name reservations (supporting documents required):

namereservationsandregistrations@cipc.co.za

1^st level query

Emanuel Manyelo

EManyelo@cipc.co.za

2^nd level query

Christa Klokow

CKlokow@cipc.co.za

Changes in CC membership - Manually

Category

Turnaround time

Link

Contacts

Escalation level

Changes in CC membership – Manually

3 days from the date of tracking and indexing

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-closecorporation/

Email: manualck2@cipc.co.za

1^st level query

Petro Engelbrecht

PEngelbrecht@cipc.co.za

2^nd level query

Thomas Lebete

TLebete@cipc.co.za

Vuyani Nkohla

3^rd level query

VNkohla@cipc.co.za

Evaluation of the case for jurisdiction

Category

Turnaround time

Link

Contacts

Escalation level

Evaluation of the case for jurisdiction

Within 30 days of allocation

N/A

Joey Mathekga

JMathekga@cipc.co.za

Allocation of the matter after receiving a subsequent report

Category

Turnaround time

Link

Contacts

Escalation level

Allocation of the matter after receiving a subsequent report

Within 5 days after receipt of subsequent report.

https://www.cipc.co.za/index.php/manage-your-business/manage-your-company/independent-review

Email: Independentreview@cipc.co.za

Joey Mathekga

JMathekga@cipc.co.za

Changes to the company name

In order to change an existing company name, or to add a name to a company that is trading with its registration number, a name must first be reserved. Once a name reservation has been approved, the company must apply for a change to its memorandum of incorporation (MOI).

Name Reservation

For more information on name reservation click here

Note: Name reservation that is to be used for a company name change MUST be done through any of the below channels:

NB: Co-operative name reservations must only be filed or done through New e-service and not on any of the platforms mentioned hereunder.

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

(DO NOT RESERVE NAME VIA NEW E-SERVICES FOR COMPANY NAME CHANGE)

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).

Company Name Change

A profit company must change its name by way of shareholders special resolution. For a Non-Profit company with members, it is by way of members’ special resolution. In the case of a Non-Profit company without members, a directors special resolution.

Although the function is automated and a change of name may only be submitted via an authorised electronic channel, a company must still comply with the provisions of section 16 and CIPC may request at any time for such to be provided to confirm legal compliance with the provisions of the Companies Act 73 of 2008.

Available Platforms for company name change:

BizPortal – www.bizportal.gov.za
e-Services – www.cipc.co.za / Online Transacting / e-Services

Click here for step by step guide for company name change via 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).

Nb. kindly note that external companies cannot be done online, it needs to still be sent to moiamendments@cipc.co.za

Provisions or comments on the draft prospectus

Category

Turnaround time

Link

Contacts

Escalation level

Provisions or comments on the draft prospectus

14 working days from the date of receipt

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-company/public-company/compliance-obligations/public-offering-company-securities-prospectus/

N/A

Joey Mathekga

JMathekga@cipc.co.za

Prospectus registration

Category

Turnaround time

Link

Contacts

Escalation level

Prospectus registration

5 working days to issue an acknowledgement notice after receipt of draft prospectus.

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-company/public-company/compliance-obligations/public-offering-company-securities/

Email: prospectus@cipc.co.za

Joey Mathekga

JMathekga@cipc.co.za

Disclosure and annual financial statements

Category

Turnaround time

Link

Contacts

Escalation level

Disclosure and annual financial statements

Immediate (portal based auto response)

https://www.cipc.co.za/index.p hp/manage-yourbusiness/manage-your-company/public-company/compliance-obligations/financial-statements/

Email: financialstatements@cipc.co.za

Joey Mathekga

JMathekga@cipc.co.za

Differences between filing of Annual Financial Statements (AFSs) and Financial Accountability Supplements (FASs)

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

Apply for patent

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

Registering your company

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.

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).

Financial statement Private or personal liability

Private or personal liability companies that are required to be audited by 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.

The following private companies are required to have their annual financial statements audited:

Any private or personal liability 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 private or personal liability company that compiles its financial statements internally (for example, by its financial director or one of the owners) and that has a Public Interest Score (PIS) of 100 or more;

Any private or personal liability company that has its financial statements compiled by an independent party (such as an external accountant) and that has a Public Interest Score (PIS) of 350 or more;

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 private or personal liability company that is not managed by its owners 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 at its Public Interest Score is between 100 and 349;

Private or personal liability 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.

How to file your annual financial statements

For filing audited financial statements or reviewed financial statements, please click here.

To file a financial accountability supplement/together with Annual Returns (ARs), click here and complete the required fields.

Monitor and Defend your Rights

Once you own IP, you are responsible for monitoring the market to ensure you are not being infringed. If you are the victim of infringement it is then up to you to take the appropriate steps – an IP lawyer or attorney can assist you to determine if you are being infringed and the best way to deal with the situation. We are not in charge of monitoring IP infringement – this is your responsibility.

You need to monitor and safeguard your IP. This means letting others know you have a legal right to your IP and, if necessary, defending your rights through legal action. This is to ensure that only you can turn your ideas into a commercial reality.

This is why you’ll see many products containing the ® symbol – this is the owner letting everyone know that they have a registered trade mark. Copyright owners do a similar thing by using the © symbol with their work, while many new products will have patent pending or the patent number displayed.

Infringement

Don’t wait for someone to infringe your IP. Putting a strategy in place to deal with infringement before it happens should be part of your overall protection and commercialisation strategy.

If you find your IP is being copied or used by someone else without your permission, there are a number of actions you can take. Possibilities available to you can range from a letter of warning from you or your attorney – to court action. It is always best to seek professional advice.

Whatever action you do take, pursue it vigorously and make sure any person infringing on your rights knows you are serious about protecting your IP. Any delay could jeopardise your legal rights to take action.

Proof of ownership

Owning IP is like owning physical property. It indicates to others that you have a claim on it, it deters others from infringing upon it and enables you to take legal action against those who do.

To help prove your ownership of IP, keep a record of:

what kind of right you have, and in what form the right was created
what, if any, material from a third party was used in the creation process, and whether permission for such use was obtained
when it was created
who created it
evidence of ownership – such as an application for a patent, trade mark or design
contracts with all parties involved in the creation of the IP that clearly identify who owns the IP
log books showing how the creation process was undertaken (particularly important for IP created by employees)
files of early drafts and prototypes that embody IP
copies of agreements with those on whose behalf you are distributing goods or services. These should include agreements giving distributors the right to use trade marks and marketing material. This evidence should be stored in an IP Register with a back-up copy in a separate location

Infringement of trade marks on the internet

When you trade over the internet, you are entering a global marketplace. There is no such thing as a ‘world’ trade mark. Registration of a trade mark in South Africa does not give you any rights in relation to that trade mark overseas. If you offer goods or services for sale on the internet, you could be sued for infringement in a country where someone else owns the trade mark.

South Africa is a member of the World Intellectual Property Organization (WIPO) which establishes guidelines to protect trade mark owners who trade over the internet.

Be aware of the potential risks you face when trading over the internet. You should seek legal advice on the best ways you can avoid or minimise those risks. Most importantly, you should seek legal advice if you receive notice from an overseas trade mark owner alleging that you are infringing their trade mark via the internet.

Trade mark owners contemplating trading over the internet should consider applying for international trade marks.

SUBMIT DOCUMENTS

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

Submit documents

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

SUBMIT DOCUMENTS

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).

Submit documents

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

Submit documents

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

- Certified identity copy of applicant
- Resolution pertaining to the changes (Important – all directors are required to sign the resolution) Refer to Practice note 1 of 2019
- Notice and minutes if the decision was taken in a meeting (All directors to sign the minutes if decision was taken during a meeting.)
- Certified ID copies of affected directors
- Mandate by the company for the third party to submit on behalf of the company
- Signed Letter of consent to accept the appointment as a director in that company, when a director is being appointed.
- A signed letter of resignation by the director in a case of resignation.
- In an event that a company has a sole director and the board decides to effect the resignation simultaneous with the appointment of a new director, the resolution must be co-signed by both directors. Refer to practice note 2 of 2021

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

Submit documents

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

SUBMIT DOCUMENTS

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

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

Submit documents

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

Submit documents

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).

Submit documents

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

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:

Step 1: Register as a Customer

To view information on how to register as a customer, click here

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

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

Print and complete form CoR44.
Scan and e-mail the completed and signed documents together with supporting information to cor44@cipc.co.za

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

Certified identity copy of applicant/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 a 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.

Service turnaround time: 15 working days from date of receipt in the CoR44 Office.

Submit documents

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

Submit documents

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

Submit documents

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

Submit documents

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

Registration of government departments

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:

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
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

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.
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.
As per CIPC’s internal policy, the term of an agreement is 18 months following revision for purposes of a new term.

Reserve a corporate name

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

What is a Constitution?

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

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

Trade Mark Search

Basic Search (e-Searching)

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.
This search facility only provides basic search information.
This search facility is free of charge.

GO TO TRADE MARKS E-SEARCHING

Special Search

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.
The form TM2 must be completed as shown on the SAMPLE TM2.
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.
This fee is payable for each separate class/es you require the special search to be conducted in.
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.
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

Should you require more detailed information you can also conduct a trade marks search via IP Online.
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

The Role of Customs

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.

Criminal Proceedings

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.

Steps against Infringement for Holders

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.

Entities involved in the Enforcement of IP Rights

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.

MEMORANDUM OF INCORPORATION (MOI)

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

E-SERVICES - view services

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

NEW E-SERVICES - view services

Name reservation

Company registration

Co-Operatives

Documents

Public Consultation on CIPCs 2020 Taxonomy / Data Model

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

Memorandum of Incorporation (MOI)

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

Resolution to wind-up a company

NB: Liquidation and deregistration are not the same thing.

Liquidation

Liquidation implies that the business is not able to pay its debts.

Liquidation further implies that the business will cease to operate (generally as a result of financial problems).

The liquidation may come about:

as a result of a legal court process, or
by a request of the creditors, or
the company or close corporation may voluntary decide to be liquidated.

Voluntary Winding up of a company

Solvent company

A solvent company or close corporation may be wounded up voluntarily by members or by a creditor by the adoption of a Special resolution by the company or close corporation. The resolution must be filed with the CIPC by filing the CoR40.1 with supporting documents.

Before the resolution is adopted by the company or close corporation, the company or close corporation must set security with the Master of the High Court for the payment of the company’s debts within no more than 12 months after the start of the winding-up of the company or close corporation or obtain consent of the Master to dispense with security.

For consent to dispense with security the following information must be provided to the Master:

A sworn statement by a director (if a company) or member (if a close corporation) authorised by the board of the company stating that the company or close corporation has no debts; and
A certificate by the company’s or close corporation’s auditor, or a person who meets the requirements for the appointment of an auditor (if company does not have a auditor) stating that to the best of the auditor’s knowledge and belief and according to the financial records of the company or close corporation, the company or close corporation appears to have no debts.
Note: It should be noted that the above requirements are determined by the Master itself and therefore, the above may not be correct. Therefore, the above only serves as a guide as to what the Master may require.

A company or close corporation remains a juristic person and retains all of its powers as such while it is being winded up voluntarily. From the beginning of the company close corporation’s winding-up, it must stop carrying on its business except for those activities required for the benefit of the winding up process. Also all the powers of the company’s directors or close corporation’s members cease, except to the extent specifically authorised,

by the liquidator or shareholders in a general meeting in the case of winding-up by company, or
by the liquidator or creditors in the case of winding-up by creditors.

A company or close corporation is dissolved as of the date its name is removed from the companies’ or close corporation register. The removal of a company or close corporation’s name does not affect the liability of any former director or shareholder (for close corporation its members) or any other person in respect of any act or omission that took place before the close corporation was removed from the register.

At any time after a company or close corporation has been dissolved, the liquidator or other person with an interest may apply to a court for an order declaring the dissolution to have been void, or any other order that is just and equitable in the circumstances and if the court declares the dissolution to have been void, any proceedings may be taken against the company or close corporation as might have been taken if the company close corporation had not been dissolved.

Legal personality is only terminated once the entity is “dissolved”.

Independent Review

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-

`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
`reportable irregularity’, means any act or omission committed by any person responsible for the management of a company, which-

- 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-

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
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-

Take all reasonable measures to discuss the first report with the members of the board of the company;
Afford the members of the board of the company an opportunity to make representations in respect of the report; and
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.

Changes to the financial year end

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

Changes to the registered address of the company

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

Click here to lodge an enquiry.

Changes to the location of the company records

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

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

Print and complete the CoR22.

Scan and e-mail the completed and signed documents together with supporting information to companychanges@cipc.co.za

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

Resolution or minutes of the meeting in terms of which the change has been mandated
Certified identity copy of applicant
Power of attorney (if applicable)

Click here for the CIPC service delivery standards

Click here to lodge an enquiry.

Appointment of an auditor and a company secretary and rotation of auditors

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.

Financial statements public company

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.

Appointment of audit committee

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.

Patent searches

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.

THE PATENT JOURNAL

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.

Designs

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:

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
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.

SEARCH

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.

APPLY

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.

LIQUIDATION OR WINDING-UP OF A COOPERATIVE

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

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.
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.
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:

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

Print and complete form CR9.

Scan and e-mail or post the completed and signed documents together with supporting information to cooperativesonline@cipc.co.za

The following supporting documents must be included:

- A copy of the notice convening the meeting and setting out the proposed resolution and the reasons therefore
- Power of attorney – if a representative

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

Service turnaround time: 15 working days from the date of receipt of an application.

Click here to lodge an inquiry.

Important: Queries relating to transactions already lodged should only be submitted once the Service Turnaround Time has lapsed.

Liquidation or Winding up by Court Order

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

Register as a Customer

To view information on how to register as a customer, click here. If you are already registered as a customer and know your customer code and password, proceed to step 2.

Wind up the co-operative by court order

Scan and e-mail the following to cooperativesonline@cipc.co.za:

Court order to commence winding up proceedings.

Please note that full finalisation of deregistrations is dependent on statutory advertisement process which is in excess of 3 months.

Important: Queries relating to transactions already lodged should only be submitted once the Service Turnaround Time has lapsed.

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:

Deregistering the co-operative by order of the Minister of Trade and Industry

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

Service turnaround time: 15 working days from the date of receipt of an application.

Please note that full finalisation of deregistrations is dependent on statutory advertisement process which is in excess of 3 months.

Other Changes to the Constitution

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

CHANGE AN OLD REGISTRATION NUMBER TO A NEW REGISTRATION NUMBER

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

Protection of Creditors ito Amalgamations, Divisions, Conversion of Transfer of Co-operatives

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:-

‘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
‘reportable irregularity’ means any act or omission committed by any person responsible for the management of a company, which:-

- 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:-

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
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:-

Take all reasonable measures to discuss the first report with the members of the board of the company;
Afford the members of the board of the company an opportunity to make representations in respect of the report; and
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

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