FREQUENTLY ASKED QUESTIONS
What is the new registration process?
The new registration process allows you to register without uploading documents or obtaining signatures from all directors. Instead, an OTP will be sent to each director/founding member for verification.
How does the OTP verification work?
Each director will receive an OTP on their registered mobile number and OTP via email with links. They need to enter this OTP via the link to verify their identity.
What information do I need to provide during registration?
You will need to provide basic information about your co-operative and its directors, including names, contact details and identification numbers.
How long does the registration process take?
The registration process is quick and efficient. Once all directors have verified their identities using the OTP, the actual registration takes few minutes.
What if a director does not receive the OTP?
If a director does not receive the OTP, they can request a resend option on the registration portal. Ensure that the contact details provided are correct and up to date.
Can I still upload documents if I want to?
No, the new process does not support document uploads. All necessary verifications will be done through the OTP system.
Is the OTP system secure?
Yes, the OTP system is secure and ensures that only authorised directors can verify and complete the registration process.
What should I do if I encounter issues during registration?
If you encounter any issues, you can contact our support team via email (coopregenq@cipc.co.za).
Can I make changes to the registration information after submission?
Yes, you can make changes to the registration information before the final submission. Once submitted, you may need to contact support for any further amendments.
Will I receive a confirmation after registration?
Yes, once the registration is complete, the person who registered the new cooperative will receive a confirmation email with all the details of your registration including the registration certificate.
What is an annual return?
An annual return is a mandatory fee that cooperatives must pay with the Companies and Intellectual Property Commission (CIPC) to confirm that the cooperative is still in business and that its information is up to date.
Why is it important to file annual returns?
Filing annual returns is crucial because it ensures that the cooperative remains in good standing with the CIPC. Failure to file can result in penalties and the eventual deregistration of the cooperative.
How do I file an annual return?
You can file your annual return online https://k2.cipc.co.za/Customers/Runtime/Form/CIPC.Customer.Form.CustomerRegistrationLandingPageĀ
You will need to log in, complete the required information, and pay the applicable fee.
What are the fees for filing annual returns?
The fees for filing annual returns vary based on the turnover of the cooperative. You can find the fee structure on the CIPC website.
Type of Co operative |
Primary |
Secondary |
Tertiary |
|||
Turnover |
Less than 1 Mil |
1 Mil less than 10 Mil |
10 Mil less 25 Mil |
25 Mil or more |
||
Fees Payable |
R 50.00 |
R 50.00 |
R 450.00 |
R 3 000.00 |
R 3 000.00 |
R 3 000.00 |
What happens if I do not file the annual return on time?
If you do not file the annual return on time, the cooperative may incur penalties, and if the return is not filed for an extended period, the cooperative may be deregistered.
Can I file an annual return if my co-operative is dormant?
Yes, even if your cooperative is dormant, you are still required to file an annual return to keep the cooperative in good standing.
How can I check the status of my annual return filing?
You can check the status of your annual return filing through the CIPC e-services portal by logging into your account.
Who needs to submit annual information?
All registered cooperatives are required to submit annual information to the Companies and Intellectual Property Commission (CIPC) to ensure compliance with the Act.
What information needs to be submitted annually?
Ā
Mandatory Reports to be attached |
PRIMARY |
Secondary |
Tertiary |
|||
Less than 1 Mil |
1 Mil less than 10 Mil |
10 Mil less 25 Mil |
25 Mil or more |
|||
CO-OP7 Form |
X |
X |
X |
X |
X |
X |
Management Decision report |
X |
X |
||||
Social report |
X |
X |
||||
Statistical Information to be captured via the application (CO-OP8) |
X |
X |
X |
X |
X |
X |
FORM-CO-OP-15.1 |
X |
|||||
FORM-CO-OP-15.2 |
X |
|||||
Auditors Report |
X |
X |
X |
|||
Independent Review |
X |
|||||
Financial Statement- AFS |
X |
X |
X |
|||
XBRL (Upload Annual Financial Statement-AFS) |
X |
X |
X |
X |
X |
X |
Ā
Ā
Ā
Ā
Ā
Ā
When is the deadline for the annual submission and annual returns ?
The annual submission of information must made within 15 days after the AGM was held.
How do CO Operatives determine their date of filing during this roll out phase?
All Co-operative with their annual anniversary date from 1 November 2024 onwards must file within the legislative timeframe in other words 15 days after the AGM was held.
How do I submit the annual information?
The information can be submitted online through the CIPCās e-services portal. You will need to log in with your cooperativeās credentials and follow the instructions provided.
What happens if a co-operative fails to submit the required information?
Failure to submit the required information can result in penalties, deregistration of the cooperative, and other legal consequences.
What information needs to be submitted annually
Mandatory Reports to be attached |
PRIMARY |
Secondary |
Tertiary |
|||
Less than 1 Mil |
1 Mil less than 10 Mil |
10 Mil less 25 Mil |
25 Mil or more |
|||
CO-OP7 Form |
X |
X |
X |
X |
X |
X |
Management Decision report |
X |
X |
||||
Social report |
X |
X |
||||
Statistical Information to be captured via the application(CO-OP8) |
X |
X |
X |
X |
X |
X |
FORM-CO-OP-15.1 |
X |
|||||
FORM-CO-OP-15.2 |
X |
|||||
Auditors Report |
X |
X |
X |
|||
Independent Review |
X |
|||||
Financial Statement- AFS |
X |
X |
X |
|||
XBRL (Upload Annual Financial Statement-AFS) |
X |
X |
X |
X |
X |
X |
Ā
Can I get assistance with the submission process?
Yes, the CIPC provides resources and support for cooperatives. You can contact our helpdesk or visit their website for guidance. Furthermore, there is a dedicated email address for Annual Returns Queries relating to CO-operatives
What are the common mistakes to avoid during the submission?
Common mistakes include:
- Missing the submission deadline
- Incomplete or inaccurate financial statements
- Not updating changes in directors or members
- Failing to pay the required fees
- Not submitting the mandatory reports
Where can I find more information about the Co-operatives Act 14 of 2005?
You can find more information on the CIPC website or consult the full text of the Cooperatives Act 14 of 2005 available online
What is annual returns?
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.Ā
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.Ā 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 clickingĀ here. Alternatively, it can be filed via e-Services.
Will my personal detail as a director or member be disclosed on the annual return?
Due to security concerns relating to the disclosure of personal information CIPC has affected the following changes relating to annual returns:
- Only the first 6 digits of a directorās or memberās identification number will be displayed; and
- The annual return filing certificate will not display the identity number, personal address, or contact details of a director or member.
Can annual returns be filed manually?
No. Annual returns can only be filed electronically via any of the CIPC electronic platforms:
- BizPortalĀ
- E-ServicesĀ
- Self Service Centre
How do I file annual returns?
Annual returns can only be filed electronically via any of the CIPC electronic platforms:
- BizPortalĀ
- E-Services
- Self Service Centre
What will happen if the company or close corporation does not comply with annual returns?
The CIPC will assume that the company or close corporation is inactive, and as such CIPC will start the deregistration process to remove the company or close corporation from its active records. The legal effect of deregistration is that the juristic personality is withdrawn, and the company or close corporation ceases to exist.
Other organisations e.g. banks, Central Supplier Database, service providers may refuse service since the company or close corporation no longer exists. Directors and members active at the time of deregistration may be held liable for all debts.
Must Beneficial Ownership Declaration be filed with the annual return?
Yes. Before being able to file the annual return, the company or close corporation must first ensure that CIPC has its latest Beneficial Ownership Declaration. If not, click on the link to file the Beneficial Ownership Declaration. Once filed, you need to proceed to continue with the annual return filing process.
Who may file an annual return on behalf of a company or close corporation?
Due to the nature and the content required on an annual return, such must be filed by the company or close corporation or its duly authorised representative that is in a position to provide the required information.
When annual returns is filed, the company or close corporation will also be required to submit the latest Beneficial Ownership Declaration and AFS/FAS. For more information on Beneficial Ownership and AFS/FAS refer to the relevant sections of this FAQ.
When must a company or close corporation file its annual returns?
It is an annual filing and it differs for companies and close corporations.Ā Companies must file (regardless as to whether it was active or not) within 30 business days starting from the day after its date of registration.Ā Close corporations must file (again regardless as to whether it was active or not) starting from the first day of the month it was registered up until the month thereafter. It may still file after such period, but an additional penalty fee will be applicable.Ā Ā
If a company or close corporation has filed its tax returns with SARS, is it still required to file annual returns with CIPC?
A clear distinction must be made between an annual return and a tax return.Ā An annual return is a summary of the most relevant information regarding the company or close corporation and is filed with CIPC while a tax return focuses on taxable income of a company or close corporation in order to determine its tax liability to the State and is filed with SARS.
Compliance with the one does not mean that there is compliance with the other.Ā It is two different processes, administered in terms of different legislation by two different government departments.
How do I change the name of my company if it was initially registered with only a registration number?
Practice note 1 of 2014
The Companies Act, 2008 provided that a company can be registered with the company number as its name. This is the quickest way to secure a company registration in order to start doing business. Ā
The process of doing the consequent name change was found by the public to be cumbersome and requires additional costs, and the CIPC strive to assist in always streamlining processes.
Therefore, the CIPC has approved a separate name change process to be followed in instances where the company registration was done without a name reservation and was awarded a registration number as the name of the company.Ā In such instances, the company in question still need to apply for a relevant name reservation and lodge the necessary name change application documentation with the CIPC, but the name change process will be free of charge.
The requirements for the waived fee to be applicable are as follows:
- Company must have been incorporated with its registration number as its name;
- Only companies amending its name for the first time after being incorporated with its registration number as a name;
- Applicable from 3 March 2014
Companies meeting the above criteria will be allowed the waiver of the R250 amendment fee and must ensure that the correct documents are lodged via the dedicated e-mail address for this purpose, namelyĀ namechange@cipc.co.za.
Important to note is that only the amendment fee is waived, and it is still the responsibility of the relevant company to see to the name reservation following the normal process protocols, prior to lodgment of the name change application.
Required documentation:
- COR15.2Ā (completed and signed by active director/company secretary)
- Copy of the resolution confirming the approval of the name change
- Copy of the approved name reservation ā COR9.4
- Copy of the certified ID of the COR form signatory
- Approved names which include the word āsureā (e.g telesure, insurance, etc) must lodge an approval by the Financial Services Board (FSB) to use the name
- Ensure the customer code is clearly visible on the COR form for tracking purposes
How do I view my account statement/the balance in my customer account?
Follow these steps to view your account statement online:
- Visit the CIPC website –Ā www.cipc.co.za
- Log in using your customer code and password
- Click on āAdditional servicesā
- Click on the second link on the left menu, i.e. āCustomers Transactions”
- Select the relevant icon to download your statement
How do I update my customer contact details?
CIPC is committed to customer service, and to communicate important information and developments to our customers.
1. Updating customer contact details
To enable CIPC to reach customers, all customers are requested to update their customer profile (customer code details) with CIPC.Ā Updated e-mail address and cell phone numbers are of special importance for communication purposes.
Steps to view and edit your customer profile:
- Log in as CIPC customer on the Home page by clicking on Customer login.Ā
- In the top left corner of the screen, click on your customer name displayed.Ā This will display the customer profile information.
- Review all information and update.
2. Updating company details
Updating of company contact details is very important from a compliance perspective.Ā Enterprises should ensure that CIPC are always kept up to date with the latest company information.Ā To view information on how to update private company details,Ā click here.
How do I retrieve a certificate?
Customers are able to confirm the status of applications and reprint confirmation letters and certificates for processed companies and close corporation application from the CIPC website.Ā These functions are accessible on the CIPC website as follows:
Document status
- Visit the CIPC websiteĀ www.cipc.co.za
- Sign in with your customer code and password
- Click on “On-line transacting”
- Click on “Additional services”
- On the left menu, click on “Customers”, and then on “Document Status”
Confirmation letter
Ā Visit the CIPC websiteĀ www.cipc.co.za
- Sign in with your customer code and password
- Click on “On-line transacting”
- Click on “Additional services”
- On the left menu, click on “Customers”, and then on “Customer Confirmation Letter”
Note 1:Ā You will only be able to use this function if the application was submitted under your customer code.
Note 2:Ā If the confirmation letter did not go through Dispatch, it will not reflect on the confirmation letter function.
To obtain a copy of documents or certified copies,Ā click hereĀ to request it.
What are the duties of Accounting Officer in relation to report that liabilities of CC is exceeding assets
Duties of accounting officers
62.(1)Ā The accounting officer of a corporation shall, not later than three months after completion of the annual financial statements-
(a)Ā subject to the provisions of section 58 (2)Ā (d), determine whether the annual financial statements are in agreement with the accounting records of the corporation;
[Para.Ā (a)Ā substituted by s. 13 (1)Ā (a)Ā of Act 38 of 1986.]30
(b)Ā revi ew the appropriateness of the accounting policies represented to the accounting officer as having been applied in the preparation of the annual financial statements; and
[Para.Ā (b)Ā substituted by s. 13 (1)Ā (a)Ā of Act 38 of 1986 and by s. 4Ā (a)Ā of Act 17 of
1990.]
(c)Ā report in respect of paragraphsĀ (a)Ā andĀ (b)Ā to the corporation.
(2)Ā (a)Ā If during the performance of his duties an accounting officer becomes aware of any contravention of a provision of this Act, he shall describe the nature of such contravention in his report.
(b)Ā Where an accounting officer is a member or employee of a corporation, or is a firm of which a partner or employee is a member or employee of the corporation, his report shall state that fact.
(3)Ā If an accounting officer of a corporation-
(a)Ā Ā Ā at any time knows, or has reason to believe, that the corporation is not carrying on business or is not in operation and has no intention of resuming operations in the foreseeable future; or
(b)Ā during the performance of his duties finds-
(i) that any change, during a relevant financial year, in respect of any particulars mentioned in the relevant founding statement has not been registered;
(ii) that the annual financial statements indicate that as at the end of the financial year concerned the corporation’s liabilities exceed its assets; or
(iii) that the annual financial statements incorrectly indicate that as at the end of the financial year concerned the assets of the corporation exceed its liabilities, or has reason to believe that such an incorrect indication is given,
[Sub-para. (iii) added by s. 13 (1)Ā (d)Ā of Act 38 of 1986.]
he shall forthwith by registered post report accordingly to the Registrar.
[Sub-s. (3) amended by s. 14 of Act 22 of 2001.]
Ā
(4)Ā If an accounting officer of a corporation has in accordance with subparagraph (ii) or (iii) of paragraphĀ (b)Ā of subsection (3) reported to the Registrar that the annual financial statements of the corporation concerned indicate that as at the end of the financial year concerned the corporation’s liabilities exceed its assets or that the annual financial statements incorrectly indicate that as at the end of the financial year concerned the assets of the corporation exceed its liabilities, or that he has reason to believe that such an incorrect indication is given, and he finds that any subsequent financial statements of the corporation concerned indicate that the situation has changed or has been rectified and that the assets concerned then exceed the liabilities or that they no longer incorrectly indicate that the assets exceed the liabilities or that he no longer has reason to believe that such an incorrect indication is given, as the case may be, he may report to the Registrar accordingly.
Must financial statements be filed with the annual returns?
Companies (except external companies) are required to either file its audited financials, reviewed financials or financial supplement with its annual returns.Ā
All companies (except external companies) and close corporations, if it is required in terms of Companies Regulation 28 read with Companies Regulation 26 to prepare audited financial statements, must file such with CIPC at the same time of filing is annual returns viaĀ www.cipc.co.za / e-services / logon using customer code and password / transact / document upload / annual financial statements.Ā
Companies and close corporations that is neither required to file its audited financial statements nor voluntarily filed its audited financial statements or reviewed financial statements, must file a financial accountability supplement (CoR30.2) after filing its annual returns by completing the online form via the CIPC websiteĀ www.cipc.co.za /Ā Maintain Your Business / Financial Statements and Independent Review
Which set of financial statements should be used to determine the turnover of the company or close corporation for purposes of filing annual returns?
A company or close corporation must use itsĀ latest approved financial statementsĀ for purposes of determining the turnover for purposes of filing annual returns.
How do I determine the entityās turnover?
Annual Turnover is referred to in table CR 2B ā Commission Fee Schedule of the Companies Regulation 2011 and Schedule 1: Fees of the Close Corporation Administrative Regulations.Ā Ā Section 223 read with Regulation 164 of the Companies Act, clearly sets out what constitutes turnover and the method required to calculate turnover for the purpose of determining the correct annual return fee to be paid to the CIPC
When must a company file audited financial statements, reviewed financial statements or a financial supplement with its annual returns?
All companies must prepare annual financial statements (āAFSā).Ā Public and State-Owned companies (SOC) must have audited AFS while a Private, Personal liability and Non-Profit company and close corporation is not required to have its AFSĀ auditedĀ unless ā
- in the ordinary course of its business, it holds assets in a fiduciary capacity for persons who are not related to the company, in excess of R5 million in value at any time during the year;
- it is a non-profit company and was directly or indirectly incorporated by the state, a state-owned company or foreign entity;
- it is a non-profit company and was incorporated primarily to perform a statutory or regulatory function in terms of any legislation or to carry out a public function; or
- its public interest score in that financial year, as calculated in accordance with Regulation 26 (2), is 350 or more or is at least 100 if its AFS have been internally compiled.
Ā Any other company must have its AFSĀ independently reviewedĀ in accordance with ISRE 2400 unless ā
- it is exempt, in terms of section 30 (2A) to have its AFS audited for that year or reviewed (every person who is a holder or has a beneficial interest in any securities issued is also a director of the company);
- it is required by its own Memorandum of Incorporation (āMoIā) to have its AFS audited; or
- it has voluntarily had its AFS audited for that year.
Ā A company or a close corporation that is required to have its AFS audited, as indicated above, must file a copy of its latest approved audited AFS with its annual return while a company or a close corporation that is not required to have its AFS audited as indicated above, may file a copy of its audited, reviewed AFS or a financial accountability supplement Ā (CoR 30.2) after its annual return.
Will CIPC provide notification of the pending deregistration?
Yes. During the deregistration process notifications are mailed to the company or close corporationās registered postal addressĀ as per CIPC records, informing it of the intended deregistration and a request to either provide confirmation that it is still active or to file outstanding annual returns.Ā At the time of notification, the company or close corporationās legal persona is not yet removed.Ā The notification only serves to inform the company or close corporation of the intention to deregister it, if no objection or filing of annual returns occurs.
Can deregistration be cancelled if the company or close corporation has been placed in deregistration due to annual return non compliance?
Yes.Ā If deregistration is due to annual return non compliance, deregistration process will be cancelled if all outstanding annual returns are filed while it is still in such status.
WARNING:Ā The outstanding annual returns must be filed before the date the company or close corporation is finally deregistered.
If a voluntary deregistration, an objection letter must be e-mailed toĀ deregistrations@cipc.co.za.Ā The objection letter must clearly state the reason for objecting to the deregistration and must be signed by the person who is objecting to the deregistration.Ā Once signed, it must be scanned in either PDF or TIFF and e-mailed as a single e-mail with all attachments in PDF or TIFF toĀ deregistrations@cipc.co.za.
WARNING:Ā The objection letter must be submitted to the CIPC before the date the company or close corporation is finally deregistered.Ā If the company or close corporation was finally deregistered, the company or close corporation must apply forĀ re-instatement.Ā No supporting documents are required to object to the deregistration.Ā
If the company or close corporation was deregistered for non compliance with annual returns, can the company or close corporation still be re-instated (restored)?
Yes.Ā Once a company or close corporation has been finally deregistered, the company or close corporation or any third person may apply for re-instatement upon filing of a form CoR40.5 and if required, supporting documents. Upon the processing of the re-instatement application, the status will be changed to āin re-instatement processā.Ā
Should all annual returns be up to date before a close corporation converts to a company?
If a close corporation converts to a company and the conversion application on form CoR18.1 is received on or before the last day before the start of the anniversary month of the close corporation, then the annual return for such year does not need to be filed.Ā The reason for this is that no obligation has yet arisen for the filing of the annual return for the current year.Ā All other outstanding years must be brought up to date.
For future filing of annual returns, the anniversary month will then be the month within which the close corporation was converted.
Should the close corporation file its application for conversion within the month of the anniversary of its incorporation or the month thereafter then all annual returns must be brought up to date including the annual return for the current year.
Should all annual returns be up to date if the company converts from one category of company to the other?
No.Ā The company does not have to be up to date with annual returns before converting but it should not be in āderegistration processā or āfinal deregisteredā.Ā If in āderegistration processā the company must first object to deregistration in writing (if not due to annual return non compliance) or file all outstanding annual returns (if due to annual return non compliance) before applying to convert.
If the company is final deregistered it must first be re-instated.Ā Kindly refer to the Re-instatement section of the FAQās for the requirements to apply for re-instatement
What sections of the legislation governs annual returns?
Companies:
Filing Requirement:
- Section 33 of Companies Act
- Regulation 30 of Companies Regulations
Ā Deregistration Requirement:
- Section 82(3) of Companies Act
- Regulation 40 of the Companies Regulations
Ā Re-instatement Requirement:
- Section 82(4) of Companies Act
- Regulation 40 of the Companies Regulations
Ā Filing of Financial Information:
- Section 30 of Companies Act
- Regulation 40 (2) ā (4) of Companies Regulation
- Regulations 28 and 29 of Companies Regulations
Close Corporations
Ā Filing Requirement:
- Section 15A of Close Corporations Act
- Regulation 16 of the Close Corporations Administrative Regulations
Ā Deregistration Requirement:
- Section 82(3) of Companies Act
- Regulation 40 of the Companies Regulations
Ā Re-instatement Requirement:
- Section 82(4) of Companies Act
- Regulation 40 of the Companies Regulations
Ā Filing of Financial Information:
- Section 30 of Companies Act
- Item 5 of Schedule 5 of Companies Act (relating to the amendments of section 58 of Close Corporations Act)
- Regulation 40 (2) ā (4) of Companies Regulation
- Regulations 28 and 29 of Companies Regulations
What is New e-Services Name Reservations?
- As part of CIPCās continues improvement strategy, further enhancements have been made on name reservation service. Some of the enhancements include: –
⢠Automated name reservation approval for names consisting of only commonly used words and limited characters.
⢠Card payment facility.
⢠Better search results and improved service delivery.
Where and how can I access New E-services for Name Reservations?
- CIPC websiteĀ www.cipc.co.zaĀ Ā Ā Click on the Online transactionĀ New E-Services. Electronic proposed name filing non-refundable fee is R50.
- Separate registration as a customer (from e-Services) is required to access this platform.
What browser must I use for the best possible experience on New e-Services?
- Recommended browsers are Internet Explorer or Chrome.
(FireFox is not advised)
What and when do I pay on New e-Services for Name Reservations?
- Ā Non-refundable name reservation filing fee – R50.
- Name reservation transactions MUST be paid for by midnight of the day the application was submitted, otherwise, it will be deleted and the application will have to be restarted.
Step by step process
NB:Ā Kindly note that in order to be able to transact on this platform you should first registered as a customer on the New E-services and verify your details.
1. Visit the CIPC websiteĀ www.cipc.co.zaĀ and click onĀ On-line transacting/New e-Services.
2. Complete your Username (e-mail address and Password). Click onĀ Login.
3. Click onĀ Name Reservation, and then onĀ Start a New Name Reservation.
4. Type your proposed name in the required field and click on Check Proposed NameĀ Availability.
IMPORTANT NOTE:Ā it is advisable to conduct a Trade Mark Search (https://iponline.cipc.co.za) and a general web search using a search engine like Google, Yahoo etc. before submitting your name reservation application.
5.Ā IMPORTANT NOTE:Ā Names may only contain Alphabetical and numeric characters and the following special characters: () . –
If the proposed name isĀ NOT AVAILABLE, the message below will display, with the reason why the name is not available.
Note: The proposed name is not available.
⢠The proposed name contains forbidden word/s and cannot be submitted for review.
⢠The proposed name contains prohibited word/s and cannot be submitted for review.
⢠The proposed name has already been registered with an enterprise.
Click on āClear Proposed Nameā to enable you to continue.
6. If the name is available, a green flag will display with the words: Note: The Proposed Name is Available and can be added to the list of names being submitted for Name Reservation Approval. Click on āAdd Proposed Nameā
7. Follow the same process to add more unique names (Up to four proposed names can be added in order of priority or preference).
8. Once all names have been added, you can āAdd to Cartā if you want to add more transactions. You can finalise all transactions and pay only once. Click on āSubmit & Payā if it is the only transaction that you would like to process.
9. Take note of the disclaimer:Ā This is only a preliminary search and does not guarantee that one of the proposed names will be reserved. You will be notified via email of the final results. Click on OK to submit the name reservation request.
10. You will receive a name reservation reference number. Click onĀ OK.
11. When clicking on āShopping Cartā, all unpaid cart items will be listed. Select the transactions that you would like to pay, and click on āAdd Itemā. The relevant items will move to the bottom of the screen under āSelectedĀ Items to payā.
Complete required payment information and click onĀ Pay.
12. The total amount will be reflected. Click onĀ Proceed to Payment.Ā
Authenticate the transaction and click onĀ Continue.
Examples FNB and Capitec
13. A message will display, confirming that the cardholder has been authenticated. Click onĀ OK.
14. A payment confirmation message will display. Click onĀ OK.
15. To continue, click on the relevant menu button to proceed to the following transaction.
Please find a step by step guideĀ here
End
Can I apply for my company name and immediately start trading with the said name?
- No, you can only start to use your name once it is confirmed (CoR 9.4) and registered by CIPC.
Can I reserve a name on New E-service and use it on any other CIPC platform?
- No, names approved via New E-services platform cannot be used on any other platform e.g Mobile App, BizPortal or e-Services at the moment.
Can I download the name reservation confirmation?
- Yes, you can download the name reservation confirmation. The confirmation is free of charge for the first 30 calendar days for the customer who reserved the name reservation, whereafter it carries a R30.00 fee as per Item 9 (Issuing of electronic certificate) of Table CR2B of the Companies Regulations, 2011 (as amended).
Can I apply for a defensive name on the New E-service?
- Defensive name registration will be released at a later communicated date on New E-Services.Defensive name registration requires proof of material interest in such a name and still must be filed manually to e-mail (namereservationsandregistrations@cipc.co.za).
Can I apply for a name that is part of my group of companies or Association?
- Such will be released at a later communicated date on New E-Services.
- Application for a name with associations and or part of your already registered must still be filed via e-mail (namereservationsandregistrations@cipc.co.za) together with proof of association as well as certified ID copy of directors or members of the said associated entity.
In case my name is rejected, how and where can I go for the review?
- Any review relating to a name reservation should be directed to the Companies Tribunal. For contact information refer toĀ www.companiestribunal.org.za
What are the payment methods?
- Card payments can be used at this stage. More electronic payment methods will be implemented at a later stage e.g. EFT.
When to pay for name reservation?
- Name reservations MUST be paid for by midnight of the day the application is submitted, failure of which the transaction will be deleted.
Who to contact when experiencing technical problems/system error?
- A ticket must be logged via the CIPC online enquiry systemĀ www.cipc.co.za/enquiries. Select the correct Department.
- Alternatively, contact the CIPC call centre, 086 100 2472.
What is New e-Services Company Registration?
-
Is Workflow Business Process Automation tool
- Enable Customer to register a Company without submission of documents (fully automated) only if appointed directors are South African.
- Pay Company Registration fee using card payment
- Improve Turnaround time(same time registration)
Where and how can I access New e-Services for New Company registration portal?
-
Customer Registration Entrance Page
- Access web address to be updated closer to the time.
Customer Portal
- Access web address to be updated closer to the time.
New e-Services for New company registration process
- Customer login
- Ā Creates a company application
- The system approves immediately ( only if directors are South African) or sends the application to back-office for approval ( only if passport attached for foreign nationals directors)
- Ā Finalise payment
- Ā Registration certificate email
- Ā The transaction can be queried by CIPC users.
Step by step process
-
- Customer login
- Capture Customer information
- Capture company Type
- Click Company Registration Tab (Select name reservation number / apply for a name/ continue without a name) (NB.Ā If customer started name reservation on e-services, they will have to use the e-services new company registration function to complete the registration. If used new e-services for name reservation then they must use new e-services platform to register a new company).
- Ā Capture Financial Year End
- Capture Enterprise and Customer email address
- Capture Business and Postal address
- Capture directorās details (ID, Name, surname, cell phone, residential and postal address (NB.Ā The company e-mail address and directorās cell phone numbers will be required to be validated via return e-mail or cell phone confirmation).
- Ā Capture auditors details ( Name and Practice Number)
- Capture payments information ( card number and payment amount)
- Finalise payment
- Submit transaction
Please find a step by step guideĀ hereĀ End
Do I have to submit company documents?
- No, it is a fully automated system.
When do I submit company documents?
- Company documents are ONLY submitted when there is a foreign director appointed and a passport is attached for back-office processing.
Does New e-Services system accept passport as proof of identity?
- Yes, CIPC does not accept passports or driverās licenses for South African citizens as proof of identity. Passports are only accepted for foreign nationals.
What does it mean that the director or member must be verified first before completing the New e-Services for New Company Registration application?
- CIPC needs to confirm the identity of the directors/members who are applying using New e-Services Company Registration and confirming such information in real-time with the Department of Home Affairs.
Can I register Short standard Non Profit Company via New e-Services system?
- The New e-Services company registration to go live is short standard private company only.Ā
- CoR15.1C to go live at a later date.
What are the payment methods?
- Card payments can be used at this stage, more electronic payment methods will be implemented at a later stage e.g. electronic EFT.
How long do I have to make payment?
- The registration will only be finalised and the necessary registration information issued, if the payment was successful.Ā
- You have 5 calendar days to make a payment, failure of which the transaction will be deleted and you will have to restart the process.
Can I download the registration documents (registration certificate, Memorandum of Incorporation, Welcoming Letter, and Confirmation Certificate) and how much does it cost?
- Yes, you can download the new company registration information. The registration information is available free of charge for the first 30 calendar days for the customer who submitted the new company registration documents and the appointed directors, whereafter it carries an R30.00 fee as per Item 9 (Issuing of electronic certificate) of Table CR2B of the Companies Regulations, 2011 (as amended).
- Any other person who wants to download the new company registration information can also download the new company registration information at a cost of R30.00.
Can I still apply for company registration via other channels?
-
Yes. Can register as a customer through any of the CIPC channels:
- SST (Self Service Terminal);
- Banks
- Bizportal
Who to contact when experiencing technical problems/system error?
- A ticket must be logged via the CIPC online enquiry systemĀ www.cipc.co. za/enquiries. Select the Department as Companies and Close Corporations /Company Registrations.
- Alternatively, contact the CIPC call centre, 086 100 2472.
As the Enquiry system (QRS) is not currently available, what is the alternatives for customers when they want to log a query with CIPC?
The Enquiries system is currently not available. A notice in this regard was published on the website on 19 March 2024.Ā Refer to the Notice CIPC Enquiries system not available.Ā The email addresses for the different departments are listed.
Please do not send emails to multiple email addresses, just the one relevant email address, as it clogs the systems and makes the process to respond to queries slower. Also note that the enquiries@cipc.co.za mailbox is solely for customer verification enquiries, do not cc it or send other queries to this mailbox.
Also be reminded to provide complete details when submitting an enquiry, like your customer code, enterprise number, tracking number and detail description of the issue experienced.
An Enquiry system will be rolled out later in the year.
What is a CIPC Customer code?
It is a six-digit unique code allocated to a customer when they register as a customer on the CIPC website.Ā This customer code is very important, as it is the unique identifier for each customer. It also creates a virtual account.Ā When money is deposited into the CIPC bank account, the CUSTOMER CODE ONLY must be used as a reference to ensure that the money is allocated to the correct customer code.Ā
Challenges are for example customers providing an O instead of Zero or vice versa, or i instead of I.
How do I get a CIPC Customer code?
Visit the CIPC website www.cipc.co.za and click on the Register menu button on the top right corner, and select e-services. Select customer registration on the left menu and complete the required fields.
It is important to provide the correct email address and cell phone number, as these contact details are used for correspondence with customers.
I forgot my customer code, how can I determine what it is?
To determine your customer code please visit our e-services (https://e-services.cipc.co.za and click on Customer registration on the left menu.Ā Ā Enter your ID number and your surname and click āContinue.ā Your code will be displayed on the screen.
How do I update a customer code belonging to a company?
- Certified ID Copy of new Company Secretary/client dealing with CIPC on behalf of company (Certification not older than three months)
ā¢Ā Ā Ā Certified ID Copy or Resignation Letter of Previous Company Secretary
ā¢Ā Ā Ā Affidavit by CEO/Director/Manager of company confirming resignation of previous customer code holder, indicating that customer code belongs to company , and not to individual
ā¢Ā Ā Ā Certified ID copy (Certification not older than three months) of CEO/Director/Manager who signed the affidavit and;
- Customer code update form,Ā CLICK HERE
Send all required documents via email toĀ resetpassword@cipc.co.za
Important: The request for an update must come from the new email address which will be linked to your customer code.
I want to de-active or cancel my customer code ā how do I do that?
The customer code /password reset team must be informed.
Complete the Customer contact details update form and indicate clearly that you would like to de-active your account. Attach a certified ID copy and send both documents to resetpassword@cipc.co.zaĀ
Is a customer code linked to a company or to a company registration number?
What happens a lot is that intermediaries register companies and say for example about 20 enterprises will display when they log in. However, the customer code is not linked to any enterprise.
Any customer can visit the CIPC websites and sign in with their customer code and transact, for example if they want to file the annual return for their company, they visit the website and type in the enterprise. The same for director amendments. There will be a search facility available on the right menu, where you can type the relevant Enterprise number.
If the passport has expired, do I create a new customer code?
No, you need to send an email to resetpassword@cipc.co.za, together with the customer code update form and new passport and request the password reset team to update the passport number.
Can passport holders log on to Bizportal?
Yes, a passport holder can log on to Bizportal. When logging in, there will be a question:Ā are you a South African citizen and they need to click no ā then the passport holder tab will display.
However, a passport holder cannot register as a customer using Bizportal. They must first register as a customer using E-services
Can all the company employees use one customer code?
No, each customer must register their own customer code, as the model is one customer code per one ID number and person.
The customer cannot log in and see the status (F/Q/Suspended/etc.)
If a customer is unable to log in, they need to send an email to resetpassword@cipc.co.za together with a certified ID copy.
CIPC does suspend customer codes sometimes due to suspected fraudulent activities.
Can I transfer my customer code to my husband/friend/etc.?
No, each customer must register their own customer code.
Can we use the deceased customer code because we were sharing the same company or just to view the companyās records?
No. If a customer is deceased, the customer code needs to be de-activated.
If there is money in the customer code, the following documents must be sent to revenue@cipc.co.za:
- Death certificate of the deceased customer code owner
- Executorās letter, indicating the ID number and detail of deceased and who is the executor of the Estate
- Proof of payment for all the money in the customer code
- Bank letter of Executor of Estate
Once the money has been paid to the Executor, a request must be send to resetpassword@cipc.co.za, together with the Customer code Update form and Death certificate to request the customer code to be made dormant.
Can the code be inherited?
No, a new customer code must be registered
Would a minor be allowed to register as a CIPC customer?
No, a minor cannot be registered as a CIPC customer.
Can I have more than one customer code?
No, each customer can only have one customer code.
How do I update my contact details on my customer code?
If your cell phone number is outdated, sign in to www.bizportal.gov.za with your ID, select reset password and click on User Profile to update the details. Kindly use the OTP that has been sent to your email address. After updating your contact details on bizportal, you can go to eservices to transact.
How do you reset a password?
If your cell number OR email address is up to date (or both), visit www.bizportal.gov.za and click on Login/Reset password.Ā An OTP will be sent to the email address and cell phone number linked to your customer code. Type in the OTP and reset the password
What happens if a customer wants to reset their password, but both their cell number and email address are outdated?
The customer must do a āManualā password reset by completing Customer code update form, available on our website under Resources / reset password.
Send the completed form, together with a certified ID copy of the owner of the customer code to resetpassword@cipc.co.za
The password reset team will update the email address and inform the customer of the update. If the customer wants the team to update the cell phone number as well, they need to submit proof of ownership of that cell number (i.e., a cell phone contract or any invoice).
How do I do a password reset as a passport holder? (the system does not allow more than 10-digit number)?
You can register as a customer using a passport by visiting https://e-services.cipc.co.za and click on Customer registration on the left menu. Indicate that you are not a SA citizen and provide your passport number.Ā Complete the required fields.Ā
Note: The telephone number only allows for 10 digits.Ā Therefore, you need a South African telephone number to be able to register as a customer.
What is Beneficial Ownership?
In respect of a company, means an individual (warm body) who, directly or indirectly, ultimately owns that company or exercises effective control of that company.
Who is a Beneficial Owner?
An individual/ natural person who, directly or indirectly, ultimately owns 5% and more of a company or exercises effective control of a company.
Can a company/Trust be a Beneficial Owner?
No, only a natural person can be considered a beneficial owner
Who can file into a Beneficial Ownership Register?
Any person designated/mandated in writing by a company to file BO information on its behalf.
Does a filer need to present a Mandate in order to file the BO information?
Yes, without a valid mandate a filer is not permitted to transact on the BO Register. Filers are required to have a valid CIPC customer code in order to login to the CIPC e-services platform and file BO-information.
Is there a limit on the number of Beneficial Owners I can add into the Register?
No, there is no limit, as there could be more than one person considered a BO in a company
What is the minimum Threshold before a person can be considered a Beneficial Owner?
5% (five percent) ā shareholding, beneficial interest, voting rights, etc.
If the details of the BO changes, can the BO filing be done any time?
Yes, whenever there are changes on the BO, a company has 10 (ten) days to update its BO/securities register ā Regulation 32(3A) (non-affected companies) AND Regulation 32A (affected companies).
What is an affected company?
It is a regulated company as set out in section 117(1)(i) and a private company that is controlled by or a subsidiary of a
regulated company as a result of any circumstances contemplated in section 2(2)(a) or 3(1)(a).
⢠An affected company includes-
⢠A public company;
⢠A state-owned company;
⢠A private company ā in terms of the transfer of securities when exceeding the percentage prescribed by Minister (10%)
within a 24-month period;
⢠A private company that is controlled by an affected company (regulated company) or is a subsidiary of an affected
company.
As a listed company, do I also file BO information with CIPC?
A listed company is considered an āaffected companyā, however, an affected company must file its beneficial interest register and/or securities register as prescribed in the regulations.
As a listed company, do my subsidiaries file BO Information with CIPC?
A subsidiary of a listed company is also considered an āaffected companyā, it has to file its securities register as prescribed in the regulations.
As a listed company, do I file my securities register with CIPC?
A listed company is considered an āaffected companyā, required to file its beneficial interest register as prescribed in the Regulations.
State Owned Companies, mostly have a Minister as a shareholder, who do I list as a Beneficial Owner?
The Minister in the event of 100% shareholding. However, in circumstances where an SOC has other shareholders and possible beneficial owners, the information must be declared.
Does the filing of the BO information replace the filing of the CoR39 (change of directors)?
No, CoR39 deals with directors, tasked with the day to day business and affairs of the company, whilst BO deals with unknown owners who ultimately owns a legal entity or exercises effective control of an entity.
How long do I have to file changes to the BO Register after changes take place?
10 business days.
From 01 April 2023, how long do we have for all entities to file BO Information?
Entities incorporated before 24 May 2023, must file the required information within 30 days from its anniversary date (FYE). Entities incorporated after 24 May 2023, must file their BO-information within 10 (ten) days of incorporation, as applicable.
What supporting information will be expected to be filed when filing for BO?
Mandate of the filer; Securities Register; Beneficial Interest Register (as applicable); Certified ID Copies of the BOās and filer; Certified Passport Copies of the BOās (as applicable); any other supporting document the Commission may demand.
After filing the BO Information, and receiving a confirmation certificate, does it mean the filing is complete?
Yes, the filing is complete and the entity is considered BO-compliant, however, the Commission reserves the right to make further enquiries, validate and verify information submitted and request further documentation.
If there are no changes to the BO Information during a financial year, is the company expected to file annually?
Yes, every company prescribed to file, must ensure the register is up to date, including making annual filings confirming validity of the filed information.
Do I get a reference number for every filing?
Yes, there is a reference number/ tracking number for every filing.
Is the filing processed immediately, real time?
The filing is confirmed immediately, provided identity can be verified.
Do I need special software in order to file BO Information?
No, this is a web based form with an embedded upload capability.
Is the BO Information filed with CIPC going to be used by the Public?
No, unless the country comes to a different policy position, the public will not have access to Beneficial Ownership information.
Who is allowed to have access to the BO Information?
Law enforcement agencies and vetted competent authorities.
Why must the BO information be filed with the CIPC?
This is a requirement by the Financial Action Task Force, a requirement imposed by the General Laws (Anti- Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022.
Is the BO filing process also possible manually?
No, the filing process is fully online, supporting information is also filed online.
How long before Back Office pronounces on the completeness of a process?
How long before Back Office pronounces on the completeness of a process?
What is the format of the supporting information that is filed with a BO filing?
PDF Format is an acceptable format.
What is meant with a members register with regards non-profit companies?
A non-profit company does not have shareholders but has members. Therefore, NPCās with members must file its memberās register. Non-profit companies with no members, must still declare beneficial owners, i.e. effective
control, etc.
Does BO requirements apply to Co-Operatives registered by CIPC?
No, not yet, the current amendments brought about through the General Laws Amendment Act do not cover Co-Operatives.
What is the difference between legal and beneficial ownership?
Legal ownership is that which is known, shareholders in a company, members of a CC, etc. Beneficial owners refers to the natural person that is possibly not reflected as a shareholder (for example) but ultimately benefits
from the company (receives dividends, control in terms of decision making etc.)
Are close corporations also obliged to report on BO?
Close Corporations have been found by the FATF to be one of the corporate vehicles most used for moneylaundering activities, etc. and beneficial ownership declaration of CCās is required. The GLAA also amended to the Trust Property Control Act, 1988 which requires trustees of ALL trusts to keep and report information on beneficial ownership of trusts to the Master of the High Court. In the event of CCās having a trust as a member, beneficial ownership declaration requirements apply. Information received on BO will be consolidated between different Regulators and authorized institutions for verification and validation purposes.
Companies and Close Corporations
Can I register a new close corporation (CC)?
How do I change the name of my CC?
Is my close corporation registered? If registered, what is the incorporation number and when was it registered?
How do I go about making amendments to the existing founding statement of a close corporation (i.e. members, accounting officers, financial interest, financial year end, addresses etc)?
However, any change of accounting officers and addresses must be made on formsĀ CK2A. An original letter of consent must accompany such forms from the accounting officer. No fees are applicable to a CK2A form. All members of the close corporation must sign the documents requesting amendments to the founding statement. For appointment of a new accounting officer, the certified ID copies of all the members must be attached and for the changes in addresses the person who signed the document must attached his/her certified copy of ID (accounting officer/member).
What is the registration number of a close corporation?
Is this close corporation still in business?
What are the addresses of this entity?
Can a trading name also be reflected on close corporation forms?
Can all members of a close corporation be foreigners?
- Date of birth, (also to be filled in on the form in place of the identity number)
- Reason why no identity documents can be supplied/which nationality they belong to.
- Expired passports are not accepted.
What happens to a close corporation if the accounting officer insists that he has not consented to his appointment as accounting officer of the close corporation?
Can a close corporation be registered as a training institution?
Can a close corporation or a company be a member of a close corporation?
Please confirm the date of lodgment of my registration documents?
The name I applied for has lapsed. What form should I complete?
To which address was my registered close corporations documents posted to?
Please confirm name and number of a close corporation, I am phoning from the bank?
Can I personally come and collect documents from your office, i.e. counters?
Yes, but please bear in mind that such documents can only be kept at the counters for a period of two months after which they will automatically be sent to the address on the forms, or pay R30 for a re-print.
How do I apply for a VAT registration number?
How can I restore a close corporation that has been deregistered?
I have lost my set of documents. The bank requires proof of registration. How can I get a duplicate document as confirmation?
Please apply for a copy for your records from our Disclosure Department. To view their contact details,Ā click here. Otherwise all the banks are expected to have access to our website as bank customers.
Is blue-ink acceptable when completing documents for registration?
Who qualifies to act as an accounting officer of a close corporation?
- 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)
Will it be acceptable if my signature appear anywhere on the form except on the prescribed space?
Where can I buy/obtain all these prescribed forms for registration?
How long is a sequestrated (being declared insolvent) potential member of a close corporation supposed to wait before they can be recognised as members of a CC?
Can one transfer property into a close corporation?
How can a member be removed from a close corporation?
Are special characters on names allowed? Because on many occasions when completing CK2 documents such characters are overlooked?
Who can sign for a deceased member of a close corporation?
Can a minor be a member of a close corporation?
What is the difference between liquidation and deregistration process of a close corporation?
Which forms can be used in the case of voluntary liquidation?
What are the steps to follow for the finalisation of the liquidation process?
Upon receipt of an application for voluntary liquidation of a close corporation on prescribed formĀ CoR 40.1Ā signatures of members, the name of that particular close corporation will be verified as well as its status. During liquidation by court, information on the court order is verified, district, case no, name of close corporation, status of order and the status of that close corporation until registration.
Please provide me with differences between members and creditors liquidation?
Member’s liquidation application can only be considered upon receipt of a certificate from the Master of the High Court in terms of section 80 of theĀ Companies Act, Act 71 of 2008, whilst in the case of creditorās liquidation application, a correctly completedĀ CoR 40.1form can warrant registration.
I want to apply for deregistration of a close corporation. Are there any forms?
How long does the deregistration process take, and why?
Can this process of deregistration be stopped or cancelled?
Annual Return FAQs
Click hereĀ to view the Annual Return FAQs.
Co-operatives
In terms of which Act are co-operatives registered?
With regard to registration, what changes should we expected due to the new implementation of the new Co-operatives Amendment Act?
The change in Act has resulted in the:
- Fee for registration of a co-operative which also include a name reservation being reduced from R215 to R175.
- The minimum number of members required to register:
- A PRIMARY co-operative is 5 natural persons, or 2 juristic persons or a combination of any 5 persons.
- A Ā SECONDARY co-operative 2 operational PRIMARY co-operatives.
- TERTIARY co-operative 2 operational Ā SECONDARY co-operatives.
- The NATIONAL APEX Co-operative: 3 operational sectoral tertiary co-operatives operating on a national level and 5 operational multi-sectoral tertiary co-operatives operating on a provincial, district or local level. Secondary co-operatives may join where there are no tertiary co-operatives.Ā āOperationalā means a co-operative that has held its annual general meeting and has submitted its annual report, audited report, or independently reviewed report as applicable, to the registrar in its last financial year.
What is a co-operative?
For example the co-operative could buy in bulk the inputs the members need to produce a certain product (e.g. flour to bake bread and cakes).Ā The members then produce the product and the co-operative market and sell it on their behalf (e.g. the bread and cakes are sold to the public by the co-operative).
How does one register a co-operative?
- To register a primary, secondary and tertiary co-operative online follow the steps in terms of the step by step guide. which is available on the CIPC website.Refers to notice 14 of 2021,
Which forms do we need to capture?
Where can I obtain the application documents?
On the website (www.cipc.co.za), go to Enterprise Registration and select Register a co-operative.
What are important things to remember with regard to the forms?
Conversion of Co-operative must complete form CO-OP1 and relevant documents as per Act requirements and model constitution. Lodgement can be send at Conversions@cipc.co.za
NB: Conversions soon to be online (New eservices)
Remember to submit CO-OP1 and a single copy of constitution
Please note that constitutions will not be retyped and reprinted during the registration process.Ā Therefore it is very important that the parts that are completed by hand are written neatly and legible.Ā The constitution will be registered as submitted.
Can we reserve the name for the co-operative before registration and what must be kept in mind when choosing a name for our co-operative?
Yes, it is compulsory to Reserve a Name and obtain approval for the nameĀ beforeĀ registering a co-operative. A fee of R50-00 is payable for this service.
To reserve a name click here
Things to know before submitting a Reservation of Name application
- The name must always indicate what the main business objective of the Co-operative is.Ā 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 does multiple objectives the main objective must still appear as part of the name but words like āMulti-Purposeā or ā Other Projectsā could also form part of it.
The words āCo-operative Limitedā must always appear at the end of the name
How much does it cost to register a co-operative and how do we pay?
The registration fee is R125-00Ā and name reservation is R50.Ā The total cost is therefore R175-00 and its card payment method only for new e-services.
What is the registration turnaround time?
Turnaround time is 3 working days from when the signed documents are uploaded on new eservices portal.
Does CIPC Co-operatives issue share certificates?
How to register a Primary Co-operative?
VisitĀ www.cipc.co.za
Click on Login/Register then select New eservices, login using your email address as a username and your password. Under SERVICES, start by reserving the name and then move to Co-operative registration.
NB: Names reserved on old eservices cannot be used in this portal.
How to use my customer code to pay for New eservices co-operative registration?
What are the registration requirements for a Secondary Co-operatives?
A minimum of two Operational primary co-operatives; Go to www.cipc.co.za. Click on login, then select New eservices, login using your email address as a username and your password. Under SERVICES, start by reserving the name and then move to Co-operative registration.
NB: Names reserved on old eservices cannot be use in this portal.
What are the registration requirements for a Tertiary Co-operatives?
A minimum of two operational secondary Co-operatives;
Go to www.cipc.co.za. Click on login, then select New eservices, login using your email address as a username and your password. Under SERVICES, start by reserving the name and then move to Co-operative registration.
NB: Names reserved on old eservices cannot be use in this portal.
How to retrieve tax number?
Consult SARS for tax number when you have lost your registration documents since it is the competence of SARS.
What documents to upload on New eservices?
Where to upload Co-op1 and constitution?
How to request for registration documents or certificates of my Co-operative?
A fee of R 22.50 per co-operative plus R 1.50 per page photocopied
How to update co-operative notice of addresses and contact particulars?
Complete form CO-OP 3 in full and email completed form to:Ā Co-op3an4@cipc.co.za
No fee payable
The form is available on www.cipc.co.za under Resources
How to file notice of appointment/resignation of co-operative auditor or independent reviewer?
Complete form CO-OP4 in full and attach a signed consent letter with letterhead from auditor/independent reviewer.
Email completed form with consent letter to:Ā Co-op3an4@cipc.co.za
No fee payable
Ā The form is available on www.cipc.co.za under Resources
How to amend co-operative directors?
Complete form CO-OP 2 in full and attach signed minutes of directorsā meeting showing resolutions, signed resignation letters, signed appointment letters of new directors, certified ID copies of all directors.
Compliance with Notice No. 61 0f 2019Ā and Notice 18 of 2022 in case of removal of directors. in case of removal of director(s)
Completed form and supporting documents must be emailed to:Ā Co-op2@cipc.co.za
No fee is payable
The form is available on www.cipc.co.za under Resources.
How to amend clause of co-operative constitution?
Complete special resolution form CO-OP 6.1 only in full clearly indicating clause (s) to be amended and how the clause (s) should be amended.
Completed form and supporting documents must be emailed to:Ā Co-op6@cipc.co.za
A fee of R 17.50 per section is payable with a maximum of R125.00
The form is available on www.cipc.co.za under Resources
How to change co-operative name?
Electronic name reservation application (Form CoR 9.1) must first done on e-Services for R 50.00
Complete special resolution form CO-OP 6.1 only in full clearly indicating two clauses to be amended.
Completed form CO-OP 6.1 and CoR 9.4 must be emailed to:Ā Co-op6@cipc.co.za
A fee of R 35.00 is payable
The form is available on www.cipc.co.za under Resources
How to replace co-operative constitution?
Complete special resolution form CO-OP 6.1 only in full clearly stating that the co-operative passed special resolution to replace constitution.
Completed form and signed model constitution must be emailed to:Ā Co-op6@cipc.co.za
A fee of R 125.00 is payable
The form is available on www.cipc.co.za under Resources
How to voluntarily deregister a co-operative?
Complete special resolution form CO-OP 10 in full accompanied by a declaration and signed minutes of meeting of members (75%)
Copy of notice convening the meeting and setting out the proposed resolution and the reasons thereof is attached
A statement of assets and liabilities of the co-operative and where these are more than R10Ā 000 then we may have to follow liquidation process.
Completed form and supporting documents must be emailed to:Ā cooperativesonline@cipc.co.za
The form is available on www.cipc.co.za under Resources
How does one register a Financial Services Cooperative, in terms of the Amended Co-operative Act no 6 of 2013
P O Box 427 Pretoria 0001 South Africa
370 Helen Joseph Street (formerly Church Street) Pretoria 0002
Tel. +27 12 399 7979Ā Ā Fax +27 12 313 3758
E-mail:Rixongile.Baloyi@resbank.co.zaĀ www.resbank.co.za/prudentialauthority
How to add new founder members in a co-operative?
Our Office keeps records of directors and founder members only. If a member joins the Co-operative after registration date, he/she is not a founder member. Ā Membership registers and records must be kept in the registered Office of the Co-operative in terms of section 21 of Co-operatives Act 2005, as amended.
There is no need to send CIPC lists of members.
Trade Marks
Why do I need a Trade Mark?
If you are manufacturing goods or offering a service, it helps you to have a Trade Mark. When people see or hear about a Trade Mark, they remember the goods or services associated with it. Your Trade Mark distinguishes you from other people in the same line of work, and gives you an identity in the market place. Goods are things that can be manufactured, such as a radios, clothing, medicine, cosmetics, jewelry and cars, goods can also be perishables, such as plants, meat, milk, fruits, and vegetables. A service is work done by a person or a group of people for other people. Some examples are a restaurant, a construction company and a food delivery service.
Are there different types of Trade Mark?
Yes, there are ordinary, collective and certification Trade Mark. Also non-traditional Trade Mark such as sound marks.
What are collective Trade Mark?
A group of traders may Register a so-called collective Trade Mark for use by its members only. The purpose of such a Trade Mark is to show that a member of the association provides the goods or services associated with that specific association/organisation. The collective mark may often be used together with the individual company’s Trade Mark. When a collective Trade Mark has been registered, the owner may allow use of the mark by any person who complies with the regulations relating to its registration. Geographical names or other indications of geographical origin may be registered as collective Trade Mark e.g. Stellenbosch Farmers Winery.
What are certification Trade Mark?
A certification mark exists to indicate that a product is of a certain quality or has certain characteristics rather than to distinguish it from the products of other traders e.g. the cotton mark, the wool mark, the leather mark.
What if my Trade Mark is not registered?
If you have become associated with a particular identity through trade, you have what is known as common law Trade Mark Rights. To protect this Trade Mark, you can sue the infringer for passing off. Passing off is when the infringer has led the public to believe that his goods/services are the same as or associated with the goods/services of the Trade Mark owner.
Who may Register a Trade Mark?
Any Trade Mark owner. You do not need to be a South African citizen to Register a Trade Mark, but you must be using or have the bona fide intention to use the Trade Mark in the Republic of South Africa. To Register the Trade Mark you must have a business address in South Africa. If you are represented by someone with an address in the Republic of South Africa, the representative must be a practising Attorney in South Africa. Trade Mark applicants MAY NOT be represented by Auditors, Accountants, etc.
Can I use a Trade Mark on goods for export?
Yes, you can, but you must make sure that your Trade Marks do not infringe somebody else’s rights in the country/ies you are exporting to. Remember that your registration is valid only in the territory of South Africa. You are strongly advised to use an attorney to conduct a Trade Mark search for you in the country you are exporting to, or depending on the circumstances, apply for a Trade Mark registration in that country.
Can I use a well-known Trade Mark that is not registered in South Africa as my own?
It is not possible to use a well-known Trade Mark as your own, because the Trade Marks Act (Act 194 of 1993) protects the original proprietor.
Why does a search have to be done?
A search has to be conducted to make sure there is no similar or identical Trade Mark on the register preventing the registration of your Trade Mark. Click here for more information on special searches.
How long does it take to do a search?
If you require a special search to be conducted, the office will provide a report within 15 working days after receipt of the request for the special search.
How do I create a Trade Mark?
Create a brand name, slogan or logo (device) for your goods or services. Try to create something distinctive that people will remember. Do not simply describe your goods or services, since this will not serve to distinguish your business from other businesses with the same goods and services.
Can any sign be a Registered Trade Mark?
No. The Act defines what can be Regarded as a Trade Mark and more specifically exactly what constitutes a Trade Mark. Click here for more information on what is a Trade Mark.
Does a South African registration give protection overseas?
It does not. If you want to apply for overseas protection you must approach a Trade Mark attorney in the relevant country to Register the Trade Mark for you.
Must I Register through a Trade Mark attorney?
This is not necessary but you may find it useful to seek the assistance of a Trade Mark attorney if your Trade Mark is refused or if there are any objections. If you do not reside in South Africa you must however make use of a practising attorney in South Africa to lodge the application for you.
How do I register my Trade Mark under the Trade Marks Act?
ClickĀ here for information on how to Register.
Can I use a Trade Mark that is similar to or identical to mine?
The best course of action is to obtain written consent from the registered owner by contacting him / her directly.
How much will my application cost?
The application fee for a Trade Mark is R590.00 for each class in which you apply, and for each separate Trade Mark. This amount will not be refunded if the application is refused.
For how long is my registration valid?
A Trade Mark should be renewed every 10 years.
Can the Trade Marks Office give me any advice on whether my applications would proceed to registration?
It is always advisable that the Trade Mark be searched before the application is made. This can be done by requesting a special search on payment of a fee of R190.00. However, a special search report ONLY indicates if there are prior conflicting marks on the Register ā it does not indicate whether a mark will be found to be registrable or not during the period of examination. This cannot be advised beforehand ā only once the application is examined will an official action be sent to the applicant.
Will the Registrar take action if my registered Trade Mark is infringed?
The CIPC is not responsible for policing and/or enforcing an individual’s Trade Mark Rights. You should approach your Trade Mark attorney for help.
Can I allow others to use my registered Trade Mark?
Yes. You may allow others to use your Trade Mark on some of the goods or services for which it is registered on such terms and conditions as you deem appropriate. A fee is payable.
Can I sell my registered Trade Mark?
Yes, you can.
A Trade Mark is a property just as any other and can be sold or given away. The Registrar must be informed of the change of ownership and the conditions of the change of ownership. The new owner must be noted in the Register for which a fee is payable. Click here to view more information on assignments
What is the classification of goods and services?
A Trade Mark must be registered for goods or services falling in a particular class in accordance with the prescribed classification, e.g. class 25 for clothing, footwear and headgear, class 5 for pharmaceuticals and class 42 for the Internet services. The classification is an international one used in all countries and can be found on the CIPC website under “Trade Mark classification of goods and services”
Can Trade Mark registration be obtained in all 45 classes to keep out competitors?
A Trade Mark cannot be filed in all 45 classes just to keep out competitors. But if you intend to actively use the Trade Mark in all 45 classes, you can apply for registration in all the classes.
Can I use my company name for a Trade Mark?
Yes, provided there is no similar or identical registered Trade Mark on the Register.
What can I do if I file for a Trade Mark and someone else complains that I am using the name of his or her close corporation or company?
You will need to ask advice hereon from your lawyer as it will depend whether their right to use the company name is stronger than your right to use the Trade Mark. It is advisable to do the Trade Mark and company or close corporation searches simultaneously.
Does this office register Internet domain names?
This office do not register domain names, they are registered at ZADNA
How do I acquire a Trade Mark of someone who has died?
The best course of action is to approach the executor of the estate and discuss the matter with them.
What happens to a Trade Mark if the company / person is liquidated?
A Trade Mark is property that can be sold by the liquidator.
What do I do if someone objects to the registration of my Trade Mark?
Anybody who sees a Trade Mark advertised in the Patent Journal and believes that he/she may have objections may oppose its registration within three months of it being advertised, by making written representations to the Registrar. The same applies if you wish to object to the registration of someone else’s Trade Mark. If your Trade Mark is opposed it is advisable to seek professional assistance from a lawyer. Click hereĀ to view more information on oppositions.
Can a domain name be used as a Trade Mark?
Yes it can be used, but the owner cannot obtain sole rights to the common part of it , e.g. .co.za.
What needs to be filled in the application form? Why in triplicate?
ClickĀ hereĀ to view more information on how to apply.
If two people together own a trade mark, can one of the owners assign it to a third party without the knowledge of the other owner? If not, why not?
Does the CIPC give loans to businessmen / women?
SEDA, a division of the DTIC may be able to assist you herewith. Their details can be obtained from DTIC website
Can I protect a registered design as a logo?
Yes you can, provided it falls within the definition and requirements of a Trade Mark.
What is an address for service?
It is a physical address, where you would like to receive your correspondence in respect of the Trade Mark application. It must be an address in the Republic of South Africa.
Can I make use of electronic filing and communication with this office?
Only new applications can currently be lodged via our e-filing application. ClickĀ hereĀ to go to IP e-Services.Ā Ā In addition, all documents submitted to the office may be submitted via post (mail) or placed in the drop box at the CIPC office.
Does this office give barcodes?
This office does not provide barcodes. Contact Barcode Systems at 011 444 3344. They will be able to assist you.
Does this office register royalty agreements?
Please contact the Technology Promotions of the Department of Trade, Industry and Competition hereon.
What is a state emblem? Can I use it?
Such emblems fall under the protection of the Merchandise Marks Act, Act 17 of 1941. The following are regarded as state emblems: the seal and coat of arms of the Republic, national monuments, the representations of the present and all former State Presidents of the Republic. Use can be made of these state emblems only with the permission of the Minister of Trade, Industry and Competition, together with the consent of the owner of the state emblem and that of the National Monuments Council. In as far as the use of national the flag is concerned, use may not be made of it in a Trade Mark. In addition, use can be made of the national flag only with the written permission of the Minister of Trade, Industry and Competition.
Designs & Copyrights
What is a copyright?
How do I obtain copyright on my idea?
When do I need a copyright?
How do I apply for a copyright?
However if you want to have a copyright in a film, DVD and video, you must apply to the Registrar of Copyright on prescribed forms:
RF2, in duplicate
RF3, in duplicate
RF9 together with the Statement of Case, and a payment of R510.00 debited from the CIPRO account.
What works are protected?
- Literary works
- Musical works
- Artistic works
- Cinematograph films
- Sound recordings
- Broadcasts
- Program-carrying signals
- Published editions
- Computer programs
How to secure a copyright?
How long does copyright protection endure?
How does it help to have copyright?
Please note that the Registrarās office does not handle copyright disputes but can advise you on what to do or refer you to the relevant institutions.
It is the responsibility of the author to proof ownership and also to sue in case of infringement. Author can also conclude license agreements with the users for his copyright works and enjoy royalties payment from the licensees.
Patents
What are the benefits of patent?
- It gives you the right to stop others from manufacturing, using and/or selling your invention in South Africa without your permission.
- It lets you licence someone else to manufacture your invention on agreed terms or take legal action against people who are using your invention without your permission.
- It encourages South Africans to continue their research, to develop new and innovative products, exploit new technology and promotes the transfer of technology to South Africa.
- It gives our trading partners the incentive to provide similar rights and thereby protect our exports in markets overseas.
- If you want to protect the way your invention works then patenting may be the most appropriate option.
- If your invention is new, not publicly disclosed and has commercial potential, then you are ready to consider what type of patent will suit your needs.
How can I get protection of my invention?
a) Complete the prescribed formsĀ for the provisional patent application. This will give you protection for 12 months.
b) Complete the forms to complete specification, attaching drawings where applicable. This will give you protection for 20 years, subject to payment of renewal fees.
c) Apply for an international patent protection designating South Africa and any other member of the Patent Cooperation Treaty (PCT) in terms of the PCT system.
How do I know my invention is original and not known elsewhere in the world?
A patent is only protected where it is filed, e.g. in the country in which it was registered. However, international agreements allow protection in more than one country, e.g. the European Convention.
If you wish to apply for a patent in a foreign country, the Paris convention, of which SA is a member, allows an applicant to claim priority on the ground of the first patent application for the same invention, if the subsequent application in the foreign country was filed within 12 months after the application date of the first one.
If you file abroad – the Patent attorney or an International Search Office should do a search.
Do I need assistance to file a patent?
I saw an object in a certain country - but it is not available or known in South Africa. Can I file a patent in South Africa?
What is the life span of the patent?
Can I get protection if I invent something new but dependent on the old one?
Can I protect anything if it meets the requirements?
What is a patent specification?
Do I need assistance for a complete specification?
How much does it cost to renew a patent?
If my provisional patent can not be finalised in the prescribed one year, how can I extend the time?
If a provisional patent is not finalised within the prescribed period, may I apply for a new application on the same invention?
What happens if a person is using your invention for his or her own benefit?
How can I obtain a world-patent?
Can I sell my patent application?
Can I license my patent?
What happens if I am liquidated?
If there is only one inventor, will two or more names be allowed as applicants?
How do I pay for my registration? Is cash or cheque payments accepted?
May a complete patent application be filed by an applicant - and not by a patent attorney?
How can I restore a lapsed patent?
When do you have to consult an attorney?
May I file a complete patent application without filing a provisional patent application?
What is the Patent Cooperation Treaty (PCT)?
How much does it cost to file a PCT application?
Preparation of each Priority:Ā R200.00
Basic fee:Ā R 2 620.00
If the application contains more than 30 sheets: R60.00 for each sheet in excess of 30 sheets
Who are the searching authorities and how much do they charge?
Austrian Patent Office:Ā R3 150.00
European Patent Office:Ā R6 040.00
NB:Ā Fees may change on a monthly basis by notification given in the PCT Newsletters – PCT Newsletters are available on theĀ World Intellectual Property Organisation (WIPO)Ā website –Ā www.wipo.in
Does an applicant need a patent attorney to file this application?
How long does it take for the RO to send the application to WIPO and ISA?
De-registrations
How do I apply for the de-registration of my company or close corporation?
(a)Ā Ā Ā has ceased to carry on business; and
(b)Ā Ā Ā has no assets or, because of the inadequacy of its assets, there is no reasonable probability of the company being liquidated.
In order for the CIPC to process the deregistration request, the following information is required on an original letter head of either the company, close corporation or any other third person applying for deregistration:-
- Statement confirming that
(i)Ā Ā Ā the company or close corporation is not carrying on business or is dormant and
(ii)Ā Ā 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);
- Tax clearance certificate or any other written confirmation from SARS that no tax liability is outstanding; (an affidavit if not registered for tax)
- If the company or close corporation submits the request, the letter must be signed by each active director, or otherwise by the person who is requesting the deregistration;
- Tax number (if available); and
- Certified ID copy of any of the persons signing the letter wherein deregistration is required.
Who may request the de-registration of a company or close corporation?
What is a public company?
ā¢Ā Their MOI permits them to offer shares to the public but restricts limits or negates their right of pre-emption.
ā¢Ā The name of a public company must end with the word āLimitedā or its abbreviation, āLtdā.
ā¢Ā A public company must have at least three directors.
What is the ground for de-registration?
- upon application by any party subject to the requirements for a request for deregistration,
- if annual returns are outstanding for more than 2 successive years,Ā or
- if the Commission believes that the company or close corporation has been inactive for 7 years.
How can the reason for de-registration of my company or close corporation be determined?
Will CIPC provide notification of the pending de-registration?
Is it possible to object to the deregistration process?
If deregistration is due to annual return noncompliance, the de-registration process will be cancelled if all outstanding annual returns are filed while it is still in such status. If the cause for deregistration is any other reason, a written objection to the de-registration must be filed by posting or hand delivering the objection to CIPC.Ā This objection must be addressed to the Deregistration Unit of CIPC. (the cancellation letterĀ with the certified ID copy of applicant can be emailed to the unit as well)
Once a company or close corporation is āfinal deregisteredā no annual return or objection can be processed.
It is advised that the objection be posted by registered mail to CIPC in order to act as proof that the objection was received by CIPC and should have been processed.
How long does the de-registration process takes?
Re-instatements
If the company or close corporation was deregistered, can the company or close corporation still be re-instated (restored)?
What is the fee for a re-instatement application (Form CoR40.5)
What is the requirement for re-instating (restoring) a company or close corporation if it was finally deregistered?
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 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 is:
- Cost benefit, since re-instatement requires the payment for the filing of the re-instatement application (R200.00) and filing of all overdue annual returns (based on entity category and payment scale) while a new company registration requires only a 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 companyās MoI;
- Quicker since not necessary to obtain the necessary supporting documents to the re-instatement application, namely multiple deed search, and possibly letters from the Department of Public Works.
What is the reason for all the requirements on a CoR40.5?
(1)Ā Ā Certified ID copies of the applicant (directors / members):Ā to confirm who is the applicant and that such applicant has consented to the re-instatement,
(2)Ā Ā Certified ID copy of the customer (owner of the customer code):Ā to confirm that the owner of the customer code is submitting the application since there is a financial impact on the customer for submitting such application,
(3)Ā Ā Multiple Deed search:Ā to confirm whether there are any immovable property in the name of the entity in order to determine whether consent for the re-instatement must be provided by the Department of Public Works,
(4)Ā Ā Letter from the Department of Public Works:Ā the intention is to confirm that such national departments, who take custodianship of property not owned by any person or entity in terms of the common law doctrine ofĀ bona vacantia, do not have an objection to the re-instatement,
(5)Ā Ā Mandate from the applicant on whose behalf the application is being submitted: the purpose is to confirm that the person submitting the application on behalf of the applicant has the necessary mandate to do so.
(6)Ā Ā Documentary proof that the entity was in business at the time of deregistration:Ā the purpose is to ensure that proper grounds exist for the re-instatement since deregistration creates the assumption that the entity was inactive, and to ensure that only entities that were active at the time before or during deregistration are re-instated.
The company or close corporation do not have bank statements to confirm that it was conducting business at the time of final deregistration, what other documentary proof may I submit?
How do I conduct a deed search?
By conducting a Google search with the words ādeed searchā you will be provided a list of other websites where a deed search may be conducted.
What will happen if the company or close corporation fails to file the annual returns after filing of the CoR40.5?
Why is the status changed to āre-instatement processā after the processing of the application and not to āin businessā?
Therefore, upon the processing of the re-instatement application, the status is changed to āre-instatement processā and only after all annual returns have been filed, to āin businessā.
How would I know whether the re-instatement application has been processed?
A confirmation letter and web certificate will be e-mailed to the e-mail address on the customer code profile.
If such was not received, kindly log an enquiry via the CIPC online enquiry system www.enquiries.cipc.co.za.
How must the annual return be filed?
WARNING: Just submitting a deposit to the CIPC account, does not constitute filing. The actual information must still be filed via annualreturns.cipc.co.za or SST.
Who may file an annual return on behalf of a company or close corporation?
What is shares?
What is the difference between par value and no par value of shares?
Can shares with a par value be increased or subdivided?
Is it possible to reclassify a class of shares into multiple classes of shares?
The company was incorporated under the Companies Act 1973 which allowed for par value shares. Is the company mandated to convert?
If the company has par value authorised shares but not all the shares have been issued, can the outstanding shares still be issued for example 1000 authorised and only 900 were issued?
If all the par value authorised shares have been issued can the company issue more par value shares?
What need to be submitted to convert the shares from par value to no par value?
What is a special resolution?
When must the special resolution be approved by the shareholders and when must it be passed by the directors?
What is a board report?
The report must contain the following information:
- State all the information that may affect the value of the securities affected by the proposed conversion;
- Identify the class of holders of the companyās securities affected by the proposed conversion;
- Describe the material effects that the conversion will have on the rights of the holders of the securities; and
- Evaluate any material adverse effects of the proposed arrangement against the compensation that any of those persons will receive in terms of the arrangement.
What do I submit for the change of issued shares?
Who issue a share certificate?
How to submit authorised share changes online?
See step by step guide on CIPC website https://www.cipc.co.za/?page_id=4447
What changes on the authorised shares can be done online?
- Conversion from par value to no par value,
- Increase of existing shares with no par value,
- Reclassification of existing shares with par value and with no par value shares,
- Decreasing of shares and
- Addition of new class of no par value shares
What documents are required for change of authorised shares online?
- The relevant special resolution passed by the shareholders/directors of the company and the board report in case of conversion of shares from parĀ value to no par value must be kept at the company and made available on request.
When doing an online authorised share change how many changes can be done to shares in one transaction?
Do I need to submit a new Memorandum of Incorporation (MOI) as well when changing the authorised shares?
What if the resolution passed by the shareholders is for the change of shares and adoption of new Memorandum of Incorporation (MOI)?
Who will receive a notification if an online change was done to the authorised shares of the company?
Will all directors receive the OTP (one time pin) after doing online authorised share changes?
What is the turnaround time on OTP?
What if the director or natural company secretary detail (cell number and email address) is not updated on CIPC database?
What if the director or natural company secretary do not receive the OTP after affecting the changes online and his/her detail is correct?
Log an enquiry on CIPC website www.eservices.cipc.co.za Ā for assistanceĀ for a team member to confirm what contact details CIPC do have on record for the particular director or company secretary.
What if the displayed share detail on the online system differ from the companyās records?
You may log an enquiry on CIPC website www.eservices.cipc.co.zaĀ for assistance, attached the proof of the latest registered resolutions for investigation and possible correction by CIPC.
What will be the effective date of the changes?
Which companyās authorised shares can be changed?
Annual Returns
What is annual returns?
Therefore, if annual returns are not filed within the prescribed time period, the assumption is that the company or close corporation is inactive, and as such CIPC will start the deregistration process to remove the company or close corporation from its active records. The legal effect of the deregistration process is that the juristic personality is withdrawn and the company or close corporation ceases to exist.
Will my personal detail as a director or member be disclosed on the annual return?
- Only the first 6 digits of a directorās or memberās identity number will be displayed; and
- The annual return filing certificate will not display the identity number, addresses, or contact detailsĀ Ā Ā Ā ofĀ a director or member.
Can annual returns be filed manually?
How do I file annual returns?
For the step by step guide on how to file annual returns kindly go to annualreturns.cipc.co.za and click on āhow toā.
What will happen if the company or close corporation does not comply with annual returns?
Who may file an annual return on behalf of a company or close corporation?
When must a company or close corporation file its annual returns?
If a company or close corporation has filed its tax returns with SARS, is it still required to file annual returns with CIPC?
Compliance with the one does not mean that there is compliance with the other. It is two different processes, administered in terms of different legislation by two different government departments.
Will the annual return replace the filing of other prescribed or statutory forms?
An annual return is not an amendment form and therefore, the annual return must be followed by the appropriate statutory form(s) to update the CIPC registers after filing, if there are changes to the information on the annual return.Ā Only the following fields of the company or close corporation are updatable:
- E-mail address;
- Telephone number;
- Cell phone number;
- Website address;
- Business description; and
- Principle place of business.
For more information on how to amend company or close corporation information, kindly refer to the CIPC website www.cipc.co.za /maintain your business.
What is meant by business description?
What is the annual return used for?
How will I know when to file?
How must the annual return be filed?
What fee should be paid when filing annual returns?
Examples (Companies) | Examples (Close Corporations) |
The company was registered on 26 June 1995.Ā If it is aĀ public or external company, its first annual return became due inĀ June 2003.Ā Therefore, annual returns should have been filed on an annual basis as from June 2004 until June 2011, and should then continue to be filed annually every year thereafter.
If the company is aĀ private company, its first annual return became dueĀ June 2005.Ā Therefore, annual returns should have been filed on an annual basis as for June 2005 to June 2011, and every year thereafter. If the company was registered 26 June 2009 and it is any other type of company, the first annual return became due in June 2010.Ā Therefore, annual returns should have been filed on an annual basis for June 2010 and June 2011, and every year thereafter. |
If theĀ close corporationĀ was registered on 26 June 1995, its first annual return became due inĀ June 2009.Ā Therefore, annual returns should have been filed on an annual basis for June 2009 to June 2011, and every year thereafter.
If the close corporation was registered on 26 June 2009, its first annual return became due in June 2010.Ā Therefore, annual returns should have been filed on an annual basis for June 2010 and June 2011, and every year thereafter. |
If the annual return became due 1 May 2011 or thereafter, the fee structure under the Companies Act, 2008 must be used.Ā If it became due before 1 May 2011 the Companies Act, 1973 fee structure must be used.
Companies Act, 1973 fee table:
Annual Turnover | Private and Incorporated Companies | Public Companies | External Companies |
Less than R10 million | R450 | R4000 | R4000 |
More than R10 million but less than R50 million | R2500 | R4000 | R4000 |
R50 million or more | R4000 | R4000 | R4000 |
Penalty fee for each late lodgment | R150 | R150 | R150 |
Re-instatement Application (Form CoR40.5) | R200 |
Companies Act, 2008 fee table:
Annual Turnover | Filing within 30 business days after anniversary date | Filing more than 30 business days after anniversary date |
Less than R1 million | R100 | R150 |
R1 million but less than R10 million | R450 | R600 |
R10 million but less than R25 million | R2000 | R2500 |
R25 million or more | R3000 | R4000 |
Re-instatement Application (Form CoR40.5) | R200 |
Close Corporations Act, 1984 fee table:
Annual Turnover | Filing within 2 months from beginning ofĀ anniversary month | Penalty for each late lodgment |
Between 0 to R50 million | R100 | R150 |
R50 million and above | R4000 | R150 |
Re-instatement Application | R200 |
The fees payable for annual returns can also be determined by consulting the CIPC Annual Return websiteĀ annualreturns.cipc.co.za / AR Calculator.Ā For assistance on how to conduct a fee calculation refer to the published step by step guideĀ annualreturns.cipc.co.zaĀ / how to guide.
How does the Pay-As-You-Go payment option work?
For more information on the Pay-As-You-Go payment option kindly refer to www.eservices.cipc.co.za/ online transacting / banking details.
What sections of the legislation governs annual returns?
Companies:
Filing Requirement:
- Section 33 of Companies Act
- Regulation 30 of Companies Regulations
Deregistration Requirement:
- Section 82(3) of Companies Act
- Regulation 40 of the Companies Regulations
Re-instatement Requirement:
- Section 82(4) of Companies Act
- Regulation 40 of the Companies Regulations
Filing of Financial Information:
- Section 30 of Companies Act
- Regulation 40 (2) ā (4) of Companies Regulation
- Regulations 28 and 29 of Companies Regulations
Close Corporations
Filing Requirement:
- Section 15A of Close Corporations Act
- Regulation 16 of the Close Corporations Administrative Regulations
Deregistration Requirement:
- Section 82(3) of Companies Act
- Regulation 40 of the Companies Regulations
Re-instatement Requirement:
- Section 82(4) of Companies Act
- Regulation 40 of the Companies Regulations
Filing of Financial Information:
- Section 30 of Companies Act
- Item 5 of Schedule 5 of Companies Act (relating to the amendments of section 58 of Close Corporations Act)
- Regulation 40 (2) ā (4) of Companies Regulation
- Regulations 28 and 29 of Companies Regulations
Can a company or close corporation request exemption for the filing and payment of annual returns?
The prescribed filing fees for annual returns are legislated, and therefore such cannot be waived by the CIPC. The CIPC also cannot make arrangements for payment of annual returns in āinstallmentsā since the prescribed fee must accompany the filing. If the prescribed fee does not accompany the filing, the filing is invalidated and must be refiled.
If the company or close corporation was dormant/inactive for an annual return period, should it still file and pay annual returns?
How can a company or close corporation confirms which annual returns are outstanding?
What will happen if the company or close corporation do not file annual returns?
Deregistration will be automatically triggered by the CIPC when two or more successive annual returns are outstanding.Ā During deregistration companies and close corporations will be notified by registered mail or alternative electronic methods of communication of the pending deregistration.Ā The contact details as per the CIPC records will be used to communicate the business status.Ā If your contact details are outdated or incorrect, you will not receive such notification.
If finally deregistered, the business will have to be re-instated first before it can continue doing business.
The fields on the annual return is inactive (āgreyed outā), what must be done?
The fields that are active should be completed and the annual return submitted.
The incorrect turnover was provided when the annual return was filed, how can that be corrected?
Once an annual return is filed, none of the information provided can be updated.Ā In cases where the incorrect turnover has been provided the customer code used for the original filing may be issued with either a credit note (indicated turnover larger than the actual turnover) or a debit note (indicated turnover less than the actual turnover).
In order for CIPC to credit/debit the customer code the following documents are required:-
(1)Ā the financial statements for the annual return year in question,
(2)Ā the entity name, registration number and the annual return year in question,
(3)Ā indication of the reason for the incorrect turnover being provided,
(4)Ā certified ID copy of the owner of the customer code used to file the annual return, and
(5)Ā a letter providing permission to the CIPC to credit/debit the difference.
This request and information must be logged via the CIPC online enquiry system: https://enquiries.cipc.co.za.
How can the reason for deregistration of my company or close corporation be determined?
The request must be logged via the CIPC online enquiry system www.enquiries.cipc.co.za.
Must financial statements be filed with the annual returns?
Companies are required to either file its audited financials, reviewed financials or financial supplement with its annual returns.
All companies and close corporations, if it is required in terms of Companies Regulation 28 read with Companies Regulation 26 to prepare audited financial statements, must file such with CIPC at the same time of filing is annual returns viaĀ financialstatements@cipc.co.za.
Companies and close corporations that is neither required to file its audited financial statements, nor voluntarily filed its audited financial statements or reviewed financial statements, must file a financial accountability supplement (CoR30.2) after filing its annual returns by completing the online form via the CIPC website www.cipc.co.zaĀ / Maintain Your Business / Financial Statements and Independent Review.
When must a company file audited financial statements, reviewed financial statements or a financial supplement with its annual returns?
All companies must prepare annual financial statements (āAFSā).Ā Public and State Owned companies (SOC) must have audited AFS while a Private, Personal liability and Non-Profit company is not required to have its AFS audited unless ā:
- in the ordinary course of its business, it holds assets in a fiduciary capacity for persons who are not related to the company, in excess of R5 million in value at any time during the year;
- it is a non-profit company and was directly or indirectly incorporated by the state, a state owned company or foreign entity;
- it is a non-profit company and was incorporated primarily to perform a statutory or regulatory function in terms of any legislation or to carry out a public function; or
- its public interest score in that financial year, as calculated in accordance with Regulation 26 (2), isĀ 350 or more or is at least 100 if its AFS have been internally compiled.
Any other company must have its AFS independently reviewed in accordance with ISRE 2400 unless ā
- it is exempt, in terms of section 30 (2A) to have its AFS audited for that year or reviewed (every person who is a holder or has a beneficial interest in any securities issued is also a director of the company);
- it is required by its own Memorandum of Incorporation (āMoIā) to have its AFS audited; or
- it has voluntarily had its AFS audited for that year.
A company that is required to have its AFS audited, as indicated above, must file a copy of its latest approved audited AFS with its annual return while a company that is not required to have its AFS audited as indicated above, may file a copy of its audited or reviewed AFS with its annual return.
A company that is not required to file AFS with its annual return or that does not elect to file its audited or reviewed AFS as indicated above, must file a financial accountability supplement (CoR 30.2) with its annual return.Ā The current version of the annual return filing application does not make provision for the filing of a financial accountability supplement.Ā CIPC currently requires only the filing of audited financial statements by emailing the financial statements toĀ financialstatements@cipc.co.za.Ā However,Ā Financial Accountability Supplements must be lodged at www.eservices.cipc.co.za / financial statementĀ
How do I determine the entityās turnover?
Section 223 read with Regulation 164 of the Companies Act, clearly sets out what constitutes turnover and the method required to calculate turnover for the purpose of determining the correct annual return fee to be paid to the CIPC.
Which set of financial statements should be used to determine the turnover of the company or close corporation for purposes of filing annual returns?
Will CIPC provide notification of the pending deregistration?
Can deregistration be cancelled if the company or close corporation has been placed in deregistration due to annual return non compliance?
Yes.Ā If deregistration is due to annual return non compliance, deregistration process will be cancelled if all outstanding annual returns are filed while it is still in such status.
WARNING:Ā The outstanding annual returns must be filed before the date the company or close corporation is finally deregistered.
If a voluntary deregistration, an objection letter must be e-mailed toĀ deregistrations@cipc.co.za.Ā The objection letter must clearly state the reason for objecting to the deregistration and must be signed by the person who is objecting to the deregistration.Ā Once signed, it must be scanned in either PDF or TIFF and e-mailed as a single e-mail with all attachments in PDF or TIFF toĀ deregistrations@cipc.co.za.
WARNING:Ā The objection letter must be submitted to the CIPC before the date the company or close corporation is finally deregistered.Ā If the company or close corporation was finally deregistered, the company or close corporation must apply forĀ re-instatement.Ā No supporting documents are required to object to the deregistration.
If the company or close corporation was deregistered for non compliance with annual returns, can the company or close corporation still be re-instated (restored)?
Should all annual returns be up to date before a close corporation converts to a company?
For future filing of annual returns, the anniversary month will then be the month within which the close corporation was converted.
Should the close corporation file its application for conversion within the month of the anniversary of its incorporation or the month thereafter then all annual returns must be brought up to date including the annual return for the current year
Should all annual returns be up to date if the company converts from one category of company to the other?
If the company is final deregistered it must first be re-instated.Ā Kindly refer to the Re-instatement section of the FAQās for the requirements to apply for re-instatement.
What sections of the legislation governs annual returns?
Filing Requirement:
- Section 33 of Companies Act
- Regulation 30 of Companies Regulations
Deregistration Requirement:
- Section 82(3) of Companies Act
- Regulation 40 of the Companies Regulations
Re-instatement Requirement:
- Section 82(4) of Companies Act
- Regulation 40 of the Companies Regulations
Filing of Financial Information:
- Section 30 of Companies Act
- Regulation 40 (2) ā (4) of Companies Regulation
- Regulations 28 and 29 of Companies Regulations
Close Corporations
Filing Requirement:
- Section 15A of Close Corporations Act
- Regulation 16 of the Close Corporations Administrative Regulations
Deregistration Requirement:
- Section 82(3) of Companies Act
- Regulation 40 of the Companies Regulations
Re-instatement Requirement:
- Section 82(4) of Companies Act
- Regulation 40 of the Companies Regulations
Filing of Financial Information:
- Section 30 of Companies Act
- Item 5 of Schedule 5 of Companies Act (relating to the amendments of section 58 of
Close Corporations Act)
- Regulation 40 (2) ā (4) of Companies Regulation
- Regulations 28 and 29 of Companies Regulations
Change in Financial Year
Can a company apply for a change of its financial year end?
Yes. A company may change its financial year end by filing a form CoR25 with the CIPC which must comply with the following requirements;-
(1) it must be the first change of the financial year end for a specific year, as a company may only change its financial year end once during a particular financial year,
(2) the current financial year must not have ended,
(3) the new financial year end must be later than the date of the filing of the Form CoR25 with the CIPC,
(4) the new financial year end may not result in a financial year longer than 15 months; and
(5) the form CoR25 must be signed by an active director, company secretary or other authorised person of the company.
In order to determine whether the form CoR25 complies with the above requirements, the day, month and year of the current financial year end, as well as the new financial year end, must be clearly specified on the form.
The fee for a change in financial year end is R100.00.
Can a company file a change in financial year end for a financial year that already ended?
How does CIPC calculate the financial year period?
Current financial year end:Ā February 2012 (1 March 2011 to 29 February 2012) New financial year end:Ā July 2012Calculation: February 2012 = month 12 March 2012 = month 13 April 2012 = month 14 May 2012 = month 15 June 2012 = month 16 (exceeds 15 months) July 2012 = month 17 (exceeds 15 months) |
Current financial year end:Ā February 2012 (1 May 2011 to 29 February 2012) New financial year end:Ā July 2012Calculation: February 2012 = month 10 March 2012 = month 11 April 2012 = month 12 May 2012 = month 13 June 2012 = month 14 |