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.
REGULATIONS
PRACTICE NOTES
Practice Notes
- 2024
| Practice Notices 1 – Proof of physical address of companies, and close corporations |
- 2023
| Practice Notice 4 of 2023– Filing of documents and the process of challenge |
| Practice notice 3 of 2023 – Domicilium et Executandi requirement |
| Practice Notice 2 of 2023 -Access to the website on the process to amend company directors |
| Practice Notice 1 of 2023 – Challenges encountered when filing applications |
- 2022
| Practice note 5 – Issuance of Notices of Acceptance Official Actions and e-filing of outstanding documents |
| 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) |
2019
| Practice Notice 1 of 2019 – Additional requirement: Resolution to be signed by all directors |
| Practice Notice 2 of 2019 – To provide resolution or annexure when submitting COR168 |
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
|
2023 Guideline 2 of 2023 – Beneficial Owner Filing Requirements Guideline 1 of 2023 – The Protection of Personal Information ACT (POPIA) Consent |
|
2020 Guideline 2 of 2020 – Director quick reference |
|
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 |
Deposit funds