LEGISLATION


CIPC administers all or parts of fifteen (15) pieces of legislation relating to corporate and intellectual property regulation. Its mandate encompasses companies, close corporations, co-operatives, trade marks, patents, designs, aspects of copyright legislation and enforcement of rules and regulations in most of these areas of law. CIPC’s primary institutional mandate is derived from the Companies Act, 2008, which establishes CIPC as a juristic person.
ACTS

 

 

Legislation Mandate
Co-operatives Administrative regulations, 2016 Co-opertives Administrative regulations
Principles of Good Governance for Co-operatives Principles of Good Governance for Co-operatives
Co-operatives Amendment Act, 2013 Register co-operatives, maintain data, regulate governance of and disclosure by co-operatives
Companies Act, 2008 No 71 of 2008) Register companies, business rescue practitioners, and corporate names, maintain data, regulate governance of and disclosure by companies, accredit dispute resolution agents; educate and inform about all laws, non-binding opinions and circulars, policy and legislative advice
Close Corporations Act, 1984 (Act 69 of 1984) Maintain data, regulate governance of and disclosure by close corporations
Share Blocks Control Act, 1980 (Act 59 of 1980) Register business names
Co-Operatives Act, 2005 (Act 14 of 2005) Register co-operatives, maintain data, regulate governance of and disclosure by co-operatives
Patents Act, 1978 (Act 57 of 1978) Register patents, maintain data, publish patent journal, administer Court of Commissioner of Patents
Patent Cooperation Treaty (PCT), effective in South Africa from 16 March 1999 To provide for functioning of the CIPC as receiving, designated, and elected office in terms of PCT.
Trade Marks Act, 1993 ( Act 194 of 1993) Register patents, maintain data, publish patent journal, administer Court of Commissioner of Patents
Designs Act, 1993 (Act 195 of 1993) Register designs, maintain data, resolve disputes
Copyright Act, 1978 (Act 98 of 1978) Provide non-binding advice to the public
Registration of Cinematography Films Act, 1977 (Act 62 of 1977) Register films, maintain data
Performers Protection Act, 1967 (Act 11 of 1967) Accredit Collecting Societies; regulate their governance, conduct, and disclosure
The Counterfeit Goods Act Conduct and co-ordinate search and seizure operations, oversee depots
Merchandise Marks Act, 1941 (Act 17 of 1941)
Unauthorised Use of State Emblems Act, 1961 (Act 37 of 1961)
Prevent and enforce the unauthorised use of state emblems

South Africa is a member of a number of important Treaties and Agreements and ensuring compliance with South Africa’s obligations in terms of these Treaties or Agreements.  CIPC administers these treaties on behalf of South Africa.  These Treaties and Agreements include the following:

  • Paris Convention;
  • Patent Co-operation Treaty
  • Berne Convention
  • Budapest Treaty; and the
  • TRIPS Agreement

It is anticipated that South Africa will conclude accession to the Hague Agreement and the Madrid Protocol in the near future, which will require CIPC to administer those Treaties as well.

PRACTICE NOTES

Practice Notes

  • 2022
Practice note 4 – Closure of co-operative online email
Practice note 3 – Independent Review
Practice note 2 – Certification requirements for documents filed with the CIPC
Practice notes 1 – Requirements for company and close corporation re-instatement in terms of regulations 4(2)(b)
  • 2021
Practice Note 3 – Business Rescue filing procedure
Practice notes 2 – Preventing Unautorised changes of directors
Practice notes 1 – Service of subpoenas and other corporate legal court documents on the CIPC
  • 2020
Practice notes 1 – Business Rescue Filing Procedure
Practice Notices 1 – In terms of paragraph 4(1)(b) of the Companies Regulations (GNR 351 of 26 April 2011)

2018

Practice Note 2 of 2018 – Subjoining Jurisdiction of Incorporation for External Companies
Practice Note 1 of 2018 – Qualifications of Practitioners in terms of s138(1)
  • 2017
Practice Note 9 of 2017 – Service of subpoenas and other court documents on CIPC
Practice Note 8 of 2017 – Requirements for reinstatement in terms of regulations 4(2)(b)
  • 2016

COMPANIES (Merger and Amalgamation Filing Procedure)

Practice Note 3 of 2016 – Notice of Shareholders Meeting
Practice Note 2 of 2016 – Merger and amalgamation filing procedure (COR89)

Annual Returns

Practice Note 1 of 2016 – Correct Disclosure of Annual Returns

Trade Marks

Practice Note 3 of 2016
Practice Note 1 of 2016 – copies of all official actions
Practice Note 2 of 2016 – Trade mark renewal reminder
  • 2015

Trade Marks

Practice Note 2 of 2015 – Size restrictions

Practice Notes

Practice Note 2 of 2015 – Notice to Accounting Officers – Inclusion of customer code in reports which are submitted in terms of section 62(3) (b) (ii) of the Close Corporations Act 69 of 1984.
  • 2014
Practice Note 4 of 2014 – Merger and amalgamation filing procedure
Practice Note 3 of 2014 – Business rescue filing procedure
Practice Note 2 of 2014 – Requirements for appointing and resignation of auditors and or company secretaries
Practice Note 1 of 2014 – Name changes for companies initially registered with only a registration number
  • 2012
Practice Note7 of 2012 – Application for deregistration of companies and close corporations in terms of companies act, 2008 (Act 71 of 2008)
Practice Note 6 of 2012 – Requirements for re-instatement in terms of the companies act, 2008 (Act 71 of 2008)
Practice Note 4 of 2012 – Interpretation of section 11 (3) (b) read with section 15 (2) (b) and (c) of the companies act, 2008, in relation to the use of “(RF)” in the name of a company – Requirements for appointing and resignation of auditors and or company secretaries
Practice Note 3 of 2012 – Application for liquidation of solvent or insolvent companies or close corporations
Practice Note 2 of 2012 – Interpretation and application of section 23 of the Companies Act, 2008, and regulation 43 of the Companies Regulations, 2011 – Sibakhulu Construction (Pty) Ltd v Wedgewood Village Gold and Country Estate (Pty) Ltd
Practice Note 1 of 2012 – Position of pre-existing companies on the adoption of a new Memorandum of Incorporation (MOI) or the amendment of an existing MOI under the Companies Act, 2008 (The Act)
  • 2011
Practice Note 1 of 2011 – Postal and Physical address requirements
Practice Note 2 of 2011   – Deregistration and Re-instatement procedure – Withdrawn with effective date 1 Nov 2012
Practice Note 3 of 2011 – Reproduction and distribution of forms
Practice Note 4 of 2011 – Incorporators
Practice Note 5 of 2011 – Directors’ contact details on CoR14.1 Annexure A and CoR39
Practice Note 6 of 2011 – External Company Detail
Practice Note 7 of 2011 – Restoration by creditor – Withdrawn with effective date 1 Nov 2012
Practice Note 9 of 2011 – Use of Customer Codes on CoR14.1, CoR15.2, CK1 and CK2
Practice Note 10 of 2011 – Amendments to auditors or company secretary
Practice Note 11 of 2011 – Electronic CoR39

CIPRO Practice Notes

Practice Note Subject Relevant to
Practice Note 1 of 2006 Close Corporations Act, 2005 Close Corporations
Practice Note 1 of 2008 Close Corporations Act, No 69 of 1984 Close Corporations
Practice Note 2 of 2008 Ck2s linked to bond registrations/deeds office Close Corporations
Practice Note 3 of 2008 Notice regarding electronic lodgment of CK1, CK2 and CK2A as well as membership of close corporations by Non-South African citizen Close Corporations
Practice Note 4 of 2008 Creditors’ voluntary winding-up under Section 351 of Companies Act, 1973
Practice Note 1 of 2009 External Companies and Section 21A Companies and Associations Companies
Practice Note 2 of 2009 – Withdrawn External Companies and Section 21A Companies and Associations Companies
Practice Note 3 of 2009 Publication of Company and Close Corporation notices in the government gazette and on the CIPRO website: Corporate Laws Amendment Act, 2006 Companies & Close Corporations
Practice Note 4 of 2009 Notice regarding Electronic and manual lodgment of CK1, CK2 and CK2A Close Corporations
Practice Note 5 of 2009 Registrar’s Directive on Names of Companies and Close Corporations as well as Defensive Names according to the Companies Act, Act No 61 of 1973 and the Close Corporations Act, Act no 69 of 1984, as amended. Companies & Close Corporations
Practice Note 6 of 2009 Withdrawn with effective date 1 Nov 2012 Annual Returns for Companies and Close Corporations Companies & Close Corporations

Withdrawn Practice Notes

Practice Note 6 of 2009 – Annual Returns for Companies and Close Corporations
Practice Note 7 of 2011 – Restoration by creditor
Practice note 2 of 2011 – Application for deregistration of companies and close corporations
Practice note 5 of 2012 – Application for deregistration of companies and close corporations in terms of companies act, 2008 (Act 71 of 2008)

 

GUIDANCE NOTES

2020

Guideline 2 of 2020 – Director quick reference
Guidance on prospectuses–  Pre-and post-registration requirements

2019

Guidance Note 2 of 2019 – Time periods for filing annual returns and annual financial statements

Guidance Note 1 of 2019 – Company, Close Corporation and Co-operative registration numbers to appear on court documents and court orders submitted to CIPC for implementation.

2011

Guidance Note 1 of 2011 – Registration of Special Resolutions

Guidance Note 2 of 2011 – Registration of companies
Guidance Note 3 of 2011 – Changes to external companies
Guidance Note 4 of 2011– No more conversions from company to a close corporation
Guidance Note 5 of 2011 – Vetting and registration of Prospectuses
Guidance Note 6 of 2011 – Conversion of pre-existing companies limited by guarantee in terms of Companies Act 71 of 2008
Guidance Note 7 of 2011 – Conversion of close corporations to companies in terms of Companies Act 71 of 2008
Guidance Note 8 of 2011 – Conversion of par value shares in terms of Companies Act 71 of 2008

2012

Guidance Note 1 of 2012 – Change of financial year end

Guidance Note 2 of 2012 – Application for deregistration of companies and close corporations – Withdrawn with effective date 1 Nov
Guidance Note 3 of 2012 – Re-instatement of companies and close corporations – Withdrawn with effective date 1 Nov 2012
Guidance Note 4 of 2012 – Rejections in relation to applications for close corporation amendments

2013

Guidance Note 1 of 2013 – Amendment of Corporate Constitutions(Memorandum and Articles of Association) Before Expiry Date of Transitional Arrangements Under Companies Act,2008

Guidance Note 2 of 2013 – Members’ signatures on close corporation amendment forms (CK2)

Withdrawn Guidance Notes

Guidance Note 2 of 2012 – Application for deregistration of companies and close corporations
Guidance Note 3 of 2012 – Re-instatement of companies and close corporations