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What is a Co-operative?

Understanding the basics before you decide

A co-operative is a business owned and run by its members, who share in its benefits. Unlike a regular company where profit goes to shareholders, a co-operative distributes its surplus to members based on how much each member participated in the business. 

Surplus

In a regular business this is called profit. In a co-operative it is called a surplus. It is shared among members according to their patronage proportion - how much business each member did with the co-operative during the year.

Operational

A co-operative is considered operational when it has held its Annual General Meeting (AGM) and submitted its annual report to the Registrar in its financial year. Secondary and tertiary co-operatives may only be formed using operational primary co-operatives.

 

The Four Types of Co-operatives

1 2 3 4

Primary

Formed by a minimum of five natural persons, two juristic persons, or any combination of five persons. A minimum of two directors is required. This is the starting point for most co-operatives and can operate in any sector agriculture, housing, financial services, worker enterprises, or consumer goods. Primary co-operatives register and pay online only.

Secondary

Formed when two or more operational primary co-operatives come together because they are involved in similar activities and wish to promote their common interests in the same sector. A primary co-operative is considered operational once it has held its first AGM and submitted its annual report to the Registrar.

Tertiary

Formed by two or more operational secondary co-operatives that come together to promote the interests of their members to government bodies, the private sector, and other stakeholders. Tertiary co-operatives typically operate at a provincial or national level as an advocacy and support structure. 

 

National Apex

The highest level of co-operative structure in South Africa. Formed by three operational sectoral tertiary co-operatives operating at national level, plus five operational multi-sectoral tertiary co-operatives operating at provincial, district, or local level. Represents the co-operative sector at the highest levels of government and national business engagement.

 

 

Mandatory steps you must complete before applying

What you will need before starting this section

  • A group of at least 5 willing people (natural persons) or 2 juristic persons
  • An agreed name for your co-operative
  • A clear common purpose that all founding members agree on
  • Agreement on your financial year end
  • Enough time to hold a formation meeting (the interested persons meeting)
  • A notebook to record the minutes of the interested persons meeting

Step 1: Visit your local SEDFA office

Before registering, visit your local Small Enterprise Development and Finance Agency (SEDFA) office. SEDFA provides free support including pre-incorporation training, business planning assistance, and guidance on financial reporting requirements.

Why visit SEDFA first?

Many co-operatives fail within the first two years because they were not properly prepared for the compliance obligations of registration. SEDFA helps you understand exactly what you are committing to before you register. 

Step 2: Hold the Interested Persons Meeting

The law requires you to hold a formation meeting before you can register. This is formally called the Interested Persons Meeting. The date of this meeting is a required field in your registration application.

At the meeting, founding members must agree on and formally resolve:

  • A common purpose for the co-operative
  • The form of the co-operative (primary, secondary, or tertiary)
  • The type of co-operative (agricultural, financial services, housing, worker, social, or non-specific)
  • The objectives of the co-operative
  • The financial structure including membership fees, share capital, and financial year end
  • To adopt a constitution

Record the date

The date of your Interested Persons Meeting is a required field on your registration application. Take minutes of the meeting and keep them permanently.

 

Fees, guides and online registration links

What you will need before starting this section

  • Date of your Interested Persons Meeting
  • Names, identity numbers and email addresses ,contact number and both postal and physical addresses of all founding members
  • Agreed name for your co-operative (or reserve a name online first - R50.00)
  • Signed and completed constitution (download a model from Stage 8)
  • CIPC customer code and password
  • Card payment ready for the registration fee

Registration Fees

Application Type Fee
Primary Co-operative Registration (including name reservation) R175.00
Primary Co-operative Registration (without name reservation) R125.00
Name Reservation only (CoR91 online) R50.00

Payment Note

Payment is processed via the CIPC Shopping Cart after your application has been approved. You must pay within 48 hous (2 days) of pre-approval. Applications not paid within 2 days will lapse and must be resubmitted.

The Co-operative Registration Journey

1 2 3 4 5 6

Visit SEDFA

Get training and business planning support

Hold Meeting

Interested Persons Meeting. Record the date.

Reserve Name

Optional. R50.00 online.

Apply Online

Submit application with all documents

Pay Fee

Within 2 days of pre-approval.

Registered

You are now a legal co-operative

 

Reserve a Name: eservices.cipc.co.za

Register a Co-operative: k2.cipc.co.za

Enquiries (after service standard has lapsed): enquiries.cipc.co.za

 

Records, meetings, returns and financial reporting

Check Your Co-operative's status

Enter your co-operative registration number on the CIPC New e-services portal to instantly check:

  • Whether your annual returns are up to date
  • Whether your co-operative is on the deregistration list
  • Whether your directors return has been submitted
  • Whether your auditor or independent reviewer appointment is recorded 

Go to: cipcservices.cipc.co.za and enter your registration number to check your status.

Registration is the beginning, not the end. Every registered co-operative has ongoing legal obligations that must be met every year. Failure to meet these obligations will result in your co-operative being placed on the deregistration list.

Records to keep on the CIPC website, added the Section 21 citation and the Access-to-Information (PAIA) provisions) 

In terms of Section 21 of the Co-operatives Act, 2005 (as amended), a registered co-operative must keep the following records at its registered office:

  • Constitution including all amendments
  • Minutes of all General Meetings in a Minute Book
  • Minutes of all Board of Directors meetings
  • List/Register of Members including names, addresses, membership dates, and fees paid
  • List/Register of Directors including names, addresses, ID numbers, and appointment dates
  • List/Register of Directors' interests in contracts
  • Adequate accounting records including all member transaction records

Patronage proportion

Each member’s share of the surplus calculated based on how much business they conducted with the co-operative during the financial year. Accurate accounting records are required to calculate this correctly. 

 

Keep your accounting records for five years after the end of the financial year they relate to. This applies to co-operatives whose main purpose involves members conducting transactions with the co-operative which describes most registered co-operatives. For example, an agricultural co-operative whose members sell produce through the co-operative, or a consumer co-operative whose members purchase goods through it, must retain all financial and transaction records for a full five years after each financial year closes. If your co-operative's main purpose does not involve members transacting with it directly a less common structure the minimum retention period is three years. If you are uncertain which applies to your co-operative, retain records for five years. This is always the safer option and ensures compliance regardless of how your co-operative's purpose is interpreted.

Access to the co-operative’s records

  • Members may examine the records listed above during the co-operative’s normal business hours, and may make copies after paying a fee.
  • Subject to the Promotion of Access to Information Act, 2000, the Board of Directors may, for a reasonable period, withhold information relating to a commercial transaction of the co-operative if there are reasonable grounds to believe that disclosure would disadvantage the co-operative.
  • Where the constitution provides for a supervisory committee, that committee must decide whether the Board of Directors is entitled to withhold information under the point above.

(AGM) Annual General Meetings

Your first AGM must be held within 18 months of registration. All subsequent AGMs must be held within 6 months after the end of your financial year. 

At Your First AGM You Must:

  1. Appoint an auditor or independent reviewer
  2. Elect the Directors
  3. Elect the supervisory committee, if required by your constitution
  4. Decide on the future business of the co-operative
  5. Take and retain minutes of the meeting

At All Subsequent AGMs You Must:

  1. Present financial statements or independently reviewed report
  2. Approve the report and financial statements
  3. Elect Directors if required by your constitution
  4. Elect supervisory committee if necessary
  5. Decide on matters relating to the business and activities of the co-operative

Annual Returns

Within 15 days after your AGM is approved, your Board must file Annual Returns with CIPC every year. This is what keeps your co-operative on the register. Failure to file will result in deregistration.

Submit with your Annual Return: 

  • Financial Statements, Independently Reviewed Report, or directors Annual Report

FORM

CO-OP 7

Form CO-OP 7 - Annual Return

Submit within 15 days after your AGM is approved and signed. Must be filed every year without exception.

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FORM

CO-OP 8

Form CO-OP 8 - Statistical Record

Submit together with Form CO-OP 7. Both forms are required for every annual return submission.

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Appointment of Auditor or Independent Reviewer

Co-operative Type

Financial Oversight Required

Form

Category A1 Primary

The Board of Directors prepares financial statements internally using Form CO-OP 15.1. No external auditor or independent reviewer is required. Submit CO-OP 15.1 together with Forms CO-OP 7 and CO-OP 8 within 15 days of the AGM. Applies to co-operatives with annual revenue less than R1 million.

CO-OP 7, 8, 15.1/15.2

Category A2 Primary

The Board of Directors prepares financial statements using Form CO-OP 15.2 or a financial reporting framework that complies with the Act. No external auditor or independent reviewer is required. Submit CO-OP 15.2 together with Forms CO-OP 7 and CO-OP 8 within 15 days. Applies to co-operatives with annual revenue of at least R1 million but less than R10 million.

Category B Primary

Must appoint an independent reviewer. An independent reviewer performs a less intensive review than a full audit and is typically less expensive. Submit Form CO-OP 4 (Notice of Appointment) together with Forms CO-OP 7 and CO-OP 8 within 15 days of the AGM. Financial statements must comply with IFRS for SMEs, or CO-OP 15.2 if IFRS for SMEs scoping requirements are not met. Applies to co-operatives with annual revenue of at least R10 million but less than R25 million.

CO-OP 7, 8, CO-OP 4, CO-OP 15.2

Category C Primary

Must appoint a registered auditor. A registered auditor performs a formal financial audit to the IFRS for SMEs standard. Submit Form CO-OP 4 (Notice of Appointment) together with Forms CO-OP 7 and CO-OP 8 within 15 days of the AGM. Applies to co-operatives with annual revenue of R25 million or more.

CO-OP 7, 8, CO-OP 4

Secondary, Tertiary, National Apex

All secondary, tertiary, and national apex co-operatives must appoint a registered auditor, regardless of size or revenue. Submit Form CO-OP 4 (Notice of Appointment) together with Forms CO-OP 7 and CO-OP 8 within 15 days of the AGM. Financial statements must comply with IFRS for SMEs, or CO-OP 15.2 if the scoping requirements are not met.

CO-OP 7, 8, CO-OP 4

 

Independent Reviewer vs Auditor

An independent reviewer performs a less intensive review of your financial records and is typically less expensive than a full audit. An auditor performs a formal financial audit. Which one you need depends on your co-operative category.

Steps to Appoint Your Auditor or Independent Reviewer

  1. Register as a CIPC customer if you have not already done so
  2. Complete Form CO-OP 4 (Notice of Appointment)
  3. Obtain a signed letter of consent from the person being appointed
  4. Email completed and signed documents to CIPC

FORM

Form CO-OP 4 - Notice of Appointment of Auditor or Independent Reviewer

CO-OP 4

Complete and sign this form within 15 days after your AGM. Include the letter of consent from the appointee.

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Financial Reporting Framework

Every registered co-operative must prepare its annual financial statements using the financial reporting framework that matches its category. In summary: Category A1 primary co-operatives complete Form CO-OP 15.1, an income statement and balance sheet prepared by the Board of Directors; Category A2 primary co-operatives use Form CO-OP 15.2 or another framework that complies with the Act; and Category B, Category C, and all secondary, tertiary and national apex co-operatives apply IFRS for SMEs where they meet the scoping requirements, falling back to Form CO-OP 15.2 where they do not. A Category B co-operative must appoint an independent reviewer, and a Category C or higher co-operative must appoint a registered auditor, in each case submitting Form CO-OP 4 with particulars of the appointment alongside Form CO-OP 7 and Form CO-OP 8.

A co-operative is never prevented from preparing its statements to a higher standard than its category requires, provided the basis of preparation is disclosed in the statements. The full regulation, with the complete category-by-category requirements and reporting levels, is set out in the CIPC Financial Reporting Framework document, which you can open below.

PDF

Download

Financial Reporting Framework (full document)

The complete CIPC regulation setting out the financial reporting framework and reporting level for every category of co-operative.

Download: Financial_Reporting_Framework.pdf

 

Monetary Thresholds for Primary Co-operatives

The monetary thresholds below are based on a co-operative's annual revenue as per its financial statements or projected annual revenue. These thresholds determine which category a primary co-operative fall into for purposes of Sections 15A and 47 of the Co-operatives Act.

Category

Description

Annual Revenue Threshold

Category A1

Very small primary co-operative

Less than R1 million

Category A2

Small primary co-operative

At least R1 million but less than R10 million

Category B

Small to medium primary co-operative

At least R10 million but less than R25 million

Category C

Medium to large primary co-operative

R25 million or more

 

Not sure which category applies?

If you are unsure which category your co-operative falls into, consult a registered accountant or financial adviser who works with co-operatives. Your category is determined by your Co-operative turnover for that financial reporting year and whether an auditor or independent reviewer must be appointed. 

Annual Returns Checklist - What Must Be Submitted

The following checklist is based on Sections 26A and Sections 47 and 48 of the Co-operatives Act No. 14 of 2005 as amended. Use this checklist together with the step-by-step guide available from Downloads, Forms and Reference Lists

Submission of Audited Report, Independently Reviewed Report, or Annual Report

In terms of Sections 47 and 48 of the Act, the Board of Directors must submit the following within 15 days of the annual general meeting approving and signing off the reports:

  • A copy of the audited report, independently reviewed report, or annual report (Forms CO-OP 15.1 or CO-OP 15.2), including the financial statements compiled in accordance with the applicable financial reporting standard
  • The management decision report
  • The social report
  • All submitted under cover of Form CO-OP 7

If the AGM resolves to delay submission

If the annual general meeting resolves to delay submitting the audited report, independently reviewed report, or annual report and financial statements to the Registrar, the chairperson of the Board must within 15 days of that resolution notify the Registrar of: the decision to delay; the reasons for the delay; and the action the co-operative proposes to take to address the situation. This notification must be submitted under cover of Form CO-OP 7.

Annual Submission of Statistical Information — Form CO-OP 8

In terms of Section 26A of the Act, every co-operative must submit an annual return on Form CO-OP 8. The annual return must: 

  • Reflect the annual information pertaining to the co-operative as accurately as possible
  • Be accompanied by payment or proof of payment of the prescribed annual fee
  • Be submitted together with the audited report, independently reviewed report, or annual report including financial statements

Late submission penalty

If a co-operative fails to submit the annual return within 30 days from the original due date, the prescribed annual fee increases to the higher amount indicated in Schedule 1 of the Act. Submit on time to avoid the higher fee

FORM

CO-OP 15.1

Form CO-OP 15.1 — Financial Reporting for Category A1 Co-operatives

Income statement and balance sheet prepared by the Board of Directors. For co-operatives with annual revenue less than R1 million. Submit with CO-OP 7 and CO-OP 8.

FORM

CO-OP 15.2

Form CO-OP 15.2 — Financial Reporting for Category A2 Co-operatives

Financial statements prepared by the Board of Directors using the CO-OP 15.2 framework. For co-operatives with annual revenue of at least R1 million but less than R10 million. Submit with CO-OP 7 and CO-OP 8.

Name, address, directors and constitution

This stage covers all routine changes you may need to make to your co-operative after registration. Select the type of change you need to make and follow the steps in that section.

Change of Name

To change your co-operative's registered name, you must first reserve the new name, then apply for a change to your constitution, and notify CIPC of the name change. You cannot simply start using a new name without completing this process. The old name remains the legal name until CIPC approves and registers the change.

What you will need before starting this section 

  • Approved name reservation confirmation letter (Cor9.4) - reserve your name first at eservices.cipc.co.za
  • Completed Form CO-OP 6.1 (updated March 2025 - download from Stage 8)
  • Original written resolution or statement of consent to the name change, signed by the chairperson of the board
  • Certified copy of the identity document of the chairperson of the meeting
  • Power of attorney if a representative is signing on your behalf

Steps to Change Your Co-operative Name

  1. Reserve your new name online at eservices.cipc.co.za. The name reservation costs R50.00.
  2. Once your name reservation is approved, you will receive a confirmation letter (Cor9.4). Keep this - you need it for your application.
  3. Hold a board meeting and pass a resolution authorising the name change. The resolution must be signed by the chairperson.
  4. Download and complete the updated Form CO-OP 6.1 from Stage 8. Do not use an older version of this form.
  5. Gather all required supporting documents listed above.
  6. Email your completed and signed documents to CIPC.

 

FORM

CO-OP 6.1

Form CO-OP 6.1 - Change to the Constitution (Name Change)

Updated March 2025. Include the Cor9.4 name reservation confirmation, signed board resolution, and certified copy of the chairperson's identity document.

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Identity Documents

A passport copy is only accepted as proof of identity for non-residents of South Africa. South African residents must submit a green bar-coded ID or smart ID card copy. This applies to all submissions throughout this stage.

Change of Registered Address

Your co-operative must have a registered office in South Africa at all times, and this address must be recorded in your constitution. If your contact details change, you must notify CIPC within 15 days. If your co-operative moves to a different township, suburb, city, or province, you must also amend your constitution as part of the address change.

There are two types of address changes and they have different requirements:

  • Contact-only change (telephone number, email address, postal address within the same location): Use Form CO-OP 3 only. No fee payable.
  • Location change (different township, suburb, city, or province): Use Form CO-OP 3 AND Form CO-OP 6.1. A fee of R17.50 applies because this requires a constitution amendment.

The co-operative must keep its official documents in a safe place at its registered office. It must also show its name on all contracts, invoices, cheques, business letters, orders, and other official documents, and display its name at its place of business.

Your registered office must always keep the following documents: 

  • The constitution
  • The registration certificate
  • A register of directors' interests
  • A list of members
  • A list of directors
  • The minutes book
  • Adequate accounting records

Steps to Change Your Registered Address

  1. Determine whether this is a contact-only change or a location change.
  2. For a contact-only change: complete Form CO-OP 3 only. No fee required.
  3. For a location change: deposit R17.50 into the CIPC bank account using your customer code as the payment reference. Complete both Form CO-OP 3 and Form CO-OP 6.1.
  4. Pass a resolution or include minutes of the meeting authorising the change.
  5. Include a certified copy of the identity document of the chairperson of the meeting.
  6. Email completed and signed documents to CIPC.

 

FORM

CO-OP 3

Form CO-OP 3 - Change of Registered Address and Contact Particulars

No fee for contact-only changes. If the location (township, suburb, city or province) is changing, also complete Form CO-OP 6.1 and deposit R17.50.

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Changes to the Board of Directors

Your co-operative must submit updated director information to CIPC within 30 days after every Annual General Meeting. This must be done every single year without exception, even if nothing has changed on your board. This obligation does not disappear if your board stayed the same.

Important update from 28 April 2026

Director Amendment applications are now submitted through the automated CIPC e-Services platform. Email submission is no longer available for director changes. Before submitting, ensure all director and member email addresses and cellphone numbers are updated on the CIPC system. Directors will receive real-time notifications and OTP verification during the process.

The number of directors on your board must always remain within the minimum and maximum numbers specified in your constitution. If you need to change these limits, you must first amend your constitution. See the Changes to the Constitution section in this stage.

Verification process for major board changes 

If 50% or more of the directors are expelled or the entire board is replaced at once, CIPC will conduct a verification process before recording the changes. This process takes a minimum of 14 working days. Plan your submission timeline accordingly.

What you need for each type of director change

For all director changes, include: 

  • Certified copies of the identity documents of all old and new directors
  • Signed and certified minutes of the meeting where the decision was made (signed by all members present)

For a director resignation, also include: 

  • Before submitting, ensure all director and member email addresses and cell phone numbers are updated on the CIPC system. Directors will receive real-time notifications and OTP verification during the process.
  • If the director also resigned as a founder member, indicate this in the letter 

For a director expulsion/removal, also include: 

  • Minutes of the board meeting recording the expulsion, signed by all directors and certified as a true copy
  • Reasons for the expulsion, for example incompetence or consecutive absences from board meetings without leave

For a deceased director, also include: 

  • The Death Certificate  

Steps to Submit a Return Relating to Directors

  1. Update all director and member email addresses and cell phone numbers on the CIPC e-Services system before starting your submission.
  2. Log in to the CIPC e-Services platform at cipc.co.za.
  3. Navigate to the Director Amendment section and complete Form CO-OP 2
  4. Upload all required certified supporting documents in case of decease, removal and end of term.
  5. Submit your application. Directors will receive OTP verification and real-time status notifications via email and SMS.

 

FORM

CO-OP 2

Form CO-OP 2 - Return Relating to Directors

Now completed and submitted via the automated CIPC e-Services platform. No longer accepted by email. Update all contact details first.

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If you also need to change the minimum or maximum number of directors in your constitution, deposit R17.50 per clause into the CIPC bank account and include Form CO-OP 6.1 and Form CO-OP 2 in your submission. This email address is being protected from spambots. You need JavaScript enabled to view it.

Changes to the Constitution

You may change your constitution at any time as long as the changes comply with the Co-operatives Act and the seven principles of a co-operative. Constitution changes can include changes to the co-operative's objectives and business description, membership rules and requirements, loan arrangements with members, the financial year end, the term of office of directors, surplus and bonus payment arrangements, and any other rules the members wish to update. 

What is a special resolution? 

A special resolution is a formal vote where at least two-thirds of the members present at a general meeting vote in favour of the proposed change. Your constitution may set a higher majority if your members have agreed to this. All changes to the constitution must be passed by special resolution. A simple majority vote is not sufficient.

Additional rules that apply to constitution changes: 

  • The financial year end may only be changed once per year, by a maximum of six months earlier or later
  • Members must be given advance written notice that they will be required to vote on the proposed change. The notice must describe the change being proposed.
  • The special resolution must then be submitted to the Registrar of Co-operatives for registration
  • The Registrar will only register the change if it complies with the Co-operatives Act and Co-operative principles, and if the correct procedure was followed

What you will need before starting this section  

  • Customer code and password for the CIPC e-services portal
  • Payment of R17.50 per clause you wish to change (deposited into the CIPC bank account using your customer code as reference)
  • Completed Form CO-OP 6.1 
  • Original written resolution signed by all members of the co-operative, OR a statement of consent signed by all members
  • Certified copy of the identity document of the chairperson of the meeting
  • Power of attorney if a representative is signing on your behalf

Steps to Change Your Constitution

  1. Register as a CIPC customer if you have not already done so. You can follow the step-by-step customer registration guide available from Stage 8.
  2. If you are already registered, log in using your customer code and password.
  3. Deposit R17.50 per clause you wish to change, up to a maximum of R125.00, into the CIPC bank account. Use your customer code as the payment reference. Bank details are available at cipc.co.za.
  4. Hold a general meeting and pass a special resolution with at least two-thirds of members present voting in favour.
  5. Download and complete the updated Form CO-OP 6.1 from Stage 8.
  6. Compile all supporting documents.
  7. Email completed and signed documents to CIPC.

 

FORM

CO-OP 6.1 

Form CO-OP 6.1 - Change to the Constitution

Updated March 2025. Cost is R17.50 per clause changed, up to a maximum of R125.00. Include original written resolution and certified ID of the chairperson.

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Service standards

After submitting, check the CIPC Service Standards at www.cipc.co.za to find out how long your application will take to process. Only log an enquiry after the indicated service standard period has lapsed. Log enquiries at www.enquiries.cipc.co.za.

Changes to the Financial Year End

Your co-operative’s financial year end is set in your constitution, so changing it is a constitution amendment. It must be passed by special resolution at a general meeting, meaning at least two-thirds of the members present vote in favour. The full procedure described under Changes to the Constitution applies here too.

Two rules apply specifically to the financial year end:

  • The financial year end may only be changed once per year, and by a maximum of six months earlier or later.
  • Members must be given advance written notice that they will be required to vote on the proposed change, and the notice must describe the change being proposed.

Once the special resolution is passed, it must be submitted to the Registrar of Co-operatives for registration. The Registrar will only register the change if it complies with the Co-operatives Act and the co-operative principles, and if the correct procedure was followed.

Supporting documents required:

  • Completed Form CO-OP 6.1
  • Proof of deposit of R17.50 per clause changed, up to a maximum of R125.00, into the CIPC bank account, using your customer code as the payment reference
  • The original written resolution or statement of consent to the change of financial year end, signed by all members of the co-operative
  • Certified identity copy of the chairperson of the meeting
  • Power of attorney, if a representative is signing on your behalf

FORM

CO-OP 6.1

Form CO-OP 6.1 - Change to the Constitution (Financial Year End)

Use to change your financial year end. The year end may move by no more than six months, and only once per year. R17.50 per clause changed, up to a maximum of R125.00.

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Changes to the Co-operative Share Capital

A share is a slice of ownership. If you buy a share in a co-operative, you own a portion of the capital value of the co-operative, and the amount you own is determined by the size of your share relative to the total capital value.

Think of buying a slice of cake. A whole cake might sell for R20.00; if it is cut into ten slices and you buy one slice for R2.00, you would probably eat it straight away. But if you contribute R2.00 towards the ingredients before the cake is baked, you own a 10% share of that cake in advance, and your share can rise or fall in value. If the baked cake turns out to be worth R30.00, your share is now worth R3.00, a 50% gain. If the cake turns out badly and cannot be sold, your share is worth nothing. So, it is in your interest to help bake the cake and make sure it is a good one.

How does issuing shares work? If the capital value of a co-operative is R100,000, the members may decide to create 1,000 shares for sale at R100 each to raise money to develop the business. If you buy 10 of these shares you pay R1,000 and own 1% of the capital value of the co-operative. As the capital value grows, the value of your shares grows with it. When you resign from the co-operative you may sell your shares back to it and be paid out their value at the time of sale.

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

Changing the share capital means amending the shares clause in your constitution, so it is done by special resolution on Form CO-OP 6.1.

To increase or decrease shares, include the following supporting documents:

  • Completed Form CO-OP 6.1
  • Proof of deposit of R17.50 per clause changed, up to a maximum of R125.00, into the CIPC bank account, using your customer code as the payment reference
  • The original written resolution or statement of consent to change the clause on shares, signed by all members of the co-operative
  • A declaration that all membership shares issued are of the same class and ranking for all purposes, including rights, liabilities and interest payments
  • Certified identity copy of the chairperson of the meeting
  • Power of attorney, if applicable

FORM

CO-OP 6.1

Form CO-OP 6.1 - Change to the Constitution (Share Capital)

Use to increase or decrease the co-operative’s shares by amending the shares clause of the constitution. R17.50 per clause changed, up to a maximum of R125.00. Attach the declaration that all shares are of the same class and ranking.

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Identity Documents

A passport copy is only accepted as proof of identity for non-residents of South Africa. South African residents must submit a green bar-coded ID or smart ID card copy.

 

Appointment or Change of Auditor or Independent Reviewer

Within 15 days after your Annual General Meeting, you must notify CIPC of who has been appointed as your auditor or independent reviewer. This applies whether you are appointing someone for the first time or replacing a previous appointment. If your auditor resigns or is removed between AGMs, you must also notify CIPC.

Where an auditor or independent reviewer resigns or is removed between AGMs, complete Form CO-OP 4 to record both the change and the new appointment and submit it within 15 days together with the new appointee’s signed letter of consent. The category of your co-operative determines who must be appointed: a Category B primary co-operative must appoint an independent reviewer, while a Category C primary co-operative and all secondary, tertiary and national apex co-operatives must appoint a registered auditor.

Which type of financial oversight does your co-operative require? 

  • Category A Primary Co-operative: The Board of Directors completes Form CO-OP 15.1 or CO-OP 15.2. No external auditor or reviewer required.
  • Category B Primary Co-operative: Must appoint an independent reviewer.
  • Category C Primary Co-operative: Must appoint a registered auditor.
  • Secondary, Tertiary, and National Apex Co-operatives: Must appoint a registered auditor.

What is the difference? 

An independent reviewer performs a less intensive review of your financial records and is typically less expensive than a full audit. A registered auditor performs a formal financial audit to the IFRS for SMEs standard. If you are unsure which applies to your co-operative, consult a qualified accountant or also note that the category is determine by the Co-operative turnover.

 

What an auditor or independent reviewer does

  • Ensures the co-operative keeps accurate Annual Financial Statements
  • Confirms that financial records comply with the constitution and the Co-operatives Act
  • Ensures that assets and property are properly managed
  • Attends meetings where financial matters are discussed
  • Reports on whether the co-operative is following the seven co-operative principles
  • Submits an annual auditor's report and Annual Financial Statements to the co-operative

Steps to Appoint or Change Your Auditor or Independent Reviewer

  1. At your AGM, pass a resolution appointing your auditor or independent reviewer for the coming year.
  2. Obtain a signed letter of consent from the person being appointed, confirming they accept the appointment.
  3. Within 15 days of the AGM, complete Form CO-OP 4 with the appointee's details.
  4. Email completed and signed Form CO-OP 4 and the letter of consent to CIPC.

 

FORM

CO-OP 4 

Form CO-OP 4 - Notice of Appointment of Auditor or Independent Reviewer

Complete and sign within 15 days after your AGM. Include signed letter of consent from the person being appointed.

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Amalgamation, division and conversion

Get Legal Advice First

The processes in this section are significant legal undertakings that carry personal liability implications for directors. We strongly recommend obtaining advice from a qualified attorney who works with co-operatives before proceeding with any of these processes.

 

Amalgamations of More Co-operatives (Section 57 & 64)

Amalgamation is the process of merging two or more co-operatives into a single new co-operative. All of the assets, rights, liabilities, and obligations of the amalgamating co-operatives transfer to the new amalgamated co-operative on the date the Registrar approves the amalgamation. The amalgamation fee is approved by special resolution on Form CO-OP 6.2, and the fee is R245.00.

Before an amalgamation can proceed, the following conditions must be met:

  • The board of directors of each amalgamating co-operative must submit the proposed amalgamation agreement to a general meeting of their co-operative for approval
  • A copy or summary of the proposed agreement must accompany the notice of each general meeting
  • The amalgamation agreement must be approved by special resolution at each amalgamating co-operative
  • Written notice of at least three months must be given to each known creditor who has a claim exceeding R1,000
  • Any creditor who demands payment before the amalgamation must be paid in full before the registration proceeds

What You Will Need Before Starting This Section

  • Complete the Co-op1 – Application to register a co-operative
  • Co-op4 – Notice of appointment of auditor OR
  • Co-op8 – Application for exemption from full compliance with auditing requirements.
  • Apply online via eservices platform – Application for name reservation
  • Deposit R125.00 (click here for bank details)
  • Confirmation notice of name reservation (CoR9.4)
  • Certified identity copies of all members
  • Power of attorney if applicable
  • Proof of payment of R125.00
  • Copy or summary of the proposed amalgamation agreement
  • Notice of the registered office and directors of the amalgamated co-operative
  • Declaration by the directors of each amalgamating co-operative confirming the amalgamated entity will be liquid, solvent, and that creditor interests will be protected in compliance with Section 64 of the Act

After approval of the amalgamation agreement, the constitution of the amalgamated co-operative must be submitted to the Registrar for approval, together with a notice of its registered office and a notice of its directors.

Submit amalgamation documents to: This email address is being protected from spambots. You need JavaScript enabled to view it.

Division - Splitting One Co-operative into Two or More

Division is the process of splitting one co-operative into two or more separate new co-operatives. Each new co-operative formed by the division must fully comply with all co-operative registration requirements from the date of the division. The division is approved by special resolution on Form CO-OP 6.3, and the fee is R215.00 per new co-operative.

The division agreement must set out the following in full:

  • The provisions of the constitution of each new co-operative
  • Which members will become members of each new co-operative
  • How the assets, rights, liabilities, and obligations of the original co-operative will be divided between the new co-operatives
  • The business of each new co-operative and the area or sector in which they will operate
  • The names and addresses of the proposed directors of each new co-operative

What You Will Need Before Starting This Section

  • Completed Co-op1 - Application to Register a Co-operative (one per new co-operative)
  • Completed Co-op4 - Notice of Appointment of Auditor, OR Co-op8 - Exemption Application
  • Proof of payment of R125.00 per co-operative
  • Name reservation confirmation 4 for each new co-operative
  • Certified identity copies of all members
  • Power of attorney if applicable
  • Copy or summary of the proposed division agreement
  • Constitutions of all new co-operatives formed by the division
  • Declaration by the directors of the co-operative being divided confirming constitutional compliance
  • Declaration by the directors of each new co-operative confirming ability to pay debts and that creditor interests will be protected in compliance with Section 64 of the Act

Submit division documents to: This email address is being protected from spambots. You need JavaScript enabled to view it. 

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

A registered company can convert to a co-operative in terms of Section 66 of the Co-operatives Act No. 14 of 2005. A constitution must be submitted as part of the application. Download a model constitution from the CIPC website, complete all blank spaces, and have all founder members sign the last page. Keep the original signed constitution - do not send the original, only a copy. 

What You Will Need Before Starting This Section

  • Completed Form CO-OP 1 - Application to Register a Co-operative
  • Completed Form CO-OP 6.4 - Conversion Application
  • Completed model constitution with all blank spaces filled in, signed by all founder members on the last page
  • Schedule of contact information (email address and cellphone number) for all members
  • Sworn statement by the chairperson of the general meeting confirming: the meeting passed a resolution authorising the conversion; the meeting was specially convened for this purpose; and the chairperson is satisfied that proper notice was given to all members
  • Copy of the resolution and the reasons for the conversion
  • Proof of company registration
  • Certified copies of the company's Memorandum of Incorporation
  • Certified copy of the company's latest audited financial statements
  • Schedule of all members including full names, addresses, number and class of shares held, and occupations
  • Schedule of all directors including full names and addresses
  • Schedule stating the extent of the company's interest in other companies
  • Written confirmation that notice of at least three months has been given to each known creditor with a claim exceeding R1,000.

Submit conversion documents to: This email address is being protected from spambots. You need JavaScript enabled to view it.

Converting a Co-operative to a Company

A co-operative may apply to convert into any other form of corporate or unincorporated body in terms of Section 62 of the Co-operatives Act. This includes converting to a private company, a non-profit company, or another form of incorporated body under applicable legislation. The conversion cancels the co-operative's registration and removes its name from the register.

The following conditions must be met before an application can be submitted:

  • The board of directors must submit a detailed proposal to a general meeting of the co-operative. The proposal must set out the reasons for and the full terms of the proposed conversion.
  • A copy of the proposal must be attached to the notice of the general meeting.
  • The proposal must be adopted by special resolution at the general meeting.
  • A declaration by the board of directors must confirm compliance with the Co-operatives Act and the co-operative's constitution and confirm that creditor interests will be protected in accordance with Section 64 of the Act.

What happens on the date of conversion:

  • The co-operative ceases to exist as a legal entity
  • All assets, rights, liabilities, and obligations vest in the new entity into which the co-operative has converted
  • All members of the co-operative become shareholders or members of the new entity
  • Compliance obligations under the new legal form begin immediately from the date of conversion

Compliance transfers immediately

A co-operative that converts to a private company must comply with the Companies Act No. 71 of 2008 from the date of conversion, including annual return obligations, financial statement requirements, and director returns. There is no grace period. Directors are personally accountable for ensuring compliance from day one.

When submitting your conversion application to the Companies Division, you must reserve the new company name first and attach the conversion approval letter from CIPC to your submission.

Submit co-operative to company conversion documents to: This email address is being protected from spambots. You need JavaScript enabled to view it.

List of Converted co-operatives 2026

The CIPC Conversion List is a publicly available list of co-operatives that have formally converted to a different legal entity, most commonly a private company or non-profit company. A co-operative appears on this list when the conversion process has been approved by CIPC, list is published vie CIPC website and in the Gazette, and the co-operative's registration means it has been officially cancelled.

Why this list matters:

  • If you have been doing business with a co-operative and it no longer appears in the co-operatives register, check this list to find out what it has converted to
  • If you are a creditor of a converted co-operative, be aware that compliance obligations continue under the new legal form and directors are personally accountable from the date of conversion
  • A co-operative that converts to a private company must immediately comply with the Companies Act No. 71 of 2008, including annual returns, financial statements, and director obligations
  • A co-operative that converts to a non-profit company must comply with all governance and compliance obligations applicable to non-profit companies

Conversion does not cancel debts 

Any outstanding liabilities of the co-operative transfer to the new entity on the date of conversion. There is no clean slate. If you are a creditor or a director of a converted co-operative and you are unsure of your obligations, contact CIPC or a qualified legal adviser.

PDF

Download

Co-operative Conversion List 2026

Co-operatives that have formally converted to companies or other legal entities. Updated 2026.

Download: CO-OPERATIVE-CONVERSION-LIST-2026.pdf

 

Voluntary winding up, liquidation and deregistration

There are four ways a co-operative can be closed or deregistered. Read each option carefully to understand which applies to your situation before proceeding.

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

Members may decide to voluntarily close their co-operative at a general meeting. This is the most common route for co-operatives that have completed their purpose or whose members have collectively decided to stop operating. A special resolution is required and at least 75% of the members present at the meeting must vote in favour of the resolution to wind up voluntarily.

There are two reasons why a co-operative might voluntarily deregister. The first is that the members have decided to end the business of the co-operative at a general meeting in terms of Section 71A of the amended Act. The second is that a Court or the Companies Tribunal has ordered that the co-operative be wound up because it is unable to pay its debts, or because it appears just and equitable to do so.

What you will need before starting this section 

  • Completed and signed Form CO-OP 10 - Voluntary Winding Up and Deregistration
  • A copy of the notice convening the meeting and setting out the proposed resolution and the reasons for it
  • Power of attorney if a representative is acting on your behalf

Timeline

Full finalisation of deregistration is dependent on the statutory advertisement process, which takes in excess of three months. Do not make any commitments on behalf of the co-operative assuming it will be deregistered within a short timeframe.

FORM

CO-OP 10

Form CO-OP 10 - Voluntary Winding Up and Deregistration

Complete and sign this form. Include the notice of the meeting and the proposed resolution with reasons.

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

 

Liquidation

If the total assets of the co-operative exceed R1,000, the co-operative must follow a formal liquidation process rather than a simple deregistration. Liquidation is a court-supervised process of settling all outstanding financial obligations before the co-operative's legal existence ends.

When a co-operative is liquidated, a court-appointed liquidator takes control of the process. The liquidator will:

  • Take control of all assets and property of the co-operative
  • Collect any money still owed to the co-operative by debtors
  • Settle all claims against the co-operative and pay all outstanding debts
  • Pay out share capital to shareholders
  • Distribute any remaining surplus to members according to their patronage proportion - that is, in proportion to how much each member transacted with the co-operative

If the total assets of the co-operative are less than R1,000, the co-operative may follow the voluntary deregistration process described above instead of formal liquidation.

Personal liability warning

Directors of a co-operative that is being liquidated may be held personally liable for outstanding debts if it can be shown that they continued trading while knowing the co-operative was unable to pay its debts, or if they failed to follow proper liquidation procedures. Obtain legal advice before taking any steps. 

Court-Ordered Winding Up

A court or the Companies Tribunal may order that a co-operative be wound up even if the members have not voted to do so voluntarily. This can happen for any of the following reasons:

  • The co-operative is unable to pay its debts as they fall due
  • It appears just and equitable to wind up the co-operative, even if it is solvent
  • There is no reasonable probability that the co-operative will ever be able to pay its debts or become a viable operating entity

When a court orders winding up, the Registrar of Co-operatives will notify the co-operative of the proceedings. The court appoints a liquidator to manage the winding up process. The co-operative does not need to complete Form CO-OP 10 for a court-ordered winding up - the court order itself initiates the process.

Supporting document required for a court-ordered winding up:

  • Court order to commence winding up proceedings

What to do if you receive a court order

If your co-operative receives a court order to wind up, contact a qualified attorney immediately. The order sets strict timelines and failure to comply can result in personal liability for directors. Do not delay.

The Co-operatives Deregistration/Liquidation List

The Co-operatives Deregistration/Liquidation List is a publicly available historical record published by CIPC of co-operatives that have been formally deregistered or liquidated and permanently removed from the official CIPC register. The process for each entry on this list is complete these co-operatives no longer exist as legal entities.

What the list is used for

This list is a reference document. It is consulted by creditors confirming whether a co-operative they dealt with was formally wound up, legal practitioners verifying a co-operative's status for litigation or contractual purposes, researchers and government officials compiling sector data, and members of the public checking the history of a co-operative that no longer appears on the active register.

Who can access it

Any co-operative owner, member, director, creditor, or member of the public can download and search the list. If you are doing business with a co-operative that you cannot find on the active register, checking this list will confirm whether it has been formally deregistered or liquidated and when that process was completed.

What the list contains

Each entry on the list records the co-operative's full registered name, its file number, its registration number, and the date on which it was formally deregistered or liquidated. Records on the current list date back to 1965.

What deregistration and liquidation mean

A co-operative that has been deregistered has been removed from the register, typically for failure to meet its annual compliance obligations. A co-operative that has been liquidated has been formally wound up, with its assets distributed to creditors and members in terms of a liquidation process. In both cases the co-operative has ceased to exist as a legal entity and can no longer trade, contract, or operate in its own name.

If your co-operative appears on this list

If your co-operative appears on this list, the deregistration or liquidation has already been finalised. There are no objection window and no reversal process available through this list. If you believe your co-operative was listed in error, contact the CIPC Co-operatives division directly.

PDF

Download

Co-operatives Deregistration/Liquidation List

Download and search the current CIPC Deregistration List. Updated regularly. Check your co-operative's name before the 30-day window closes.

Download: DEREGISTRATION-LIST.pdf

 

Protection of Creditors - Amalgamations, Divisions, Conversions and Transfers

The Registrar may not register any amalgamation, division, conversion, or transfer of a co-operative unless the Registrar is satisfied that all three of the following conditions are met:

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

Why these matters 

These three conditions apply equally to amalgamations (Section 57 and 64), divisions, conversions to a company, and conversions from a company. If any one of the three conditions cannot be satisfied, the Registrar will not approve the structural change. Directors are personally responsible for ensuring compliance with these requirements before submitting any application.

All forms, guides and official lists

All Forms

Each form below is linked to the stage where it is used. Download the form you need, complete it, and submit it to the relevant email address shown in that stage.

FORM

CO-OP 1

Form CO-OP 1 - Application to Register a Co-operative

Used when registering a new primary, secondary, or tertiary co-operative. See Stage 3.

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

FORM

CO-OP 2

Form CO-OP 2 - Return Relating to Directors

Submit within 30 days after every AGM to update your board of directors. Now submitted via the automated CIPC e-Services platform. See Stage 4 and Stage 5.

Email: https://eservices.cipc.co.za/

FORM

CO-OP 3

Form CO-OP 3 - Change of Registered Address and Contact Details

Use when your co-operative's address or contact information changes. No fee for contact-only changes. See Stage 5.

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

FORM

CO-OP 4

Form CO-OP 4 - Notice of Appointment of Auditor or Independent Reviewer

Submit within 15 days after your AGM when appointing or changing your auditor or independent reviewer. See Stage 4 and Stage 5.

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

FORM

CO-OP 6.1

Form CO-OP 6.1 - Change to the Constitution

Updated March 2025. Use for name changes, director limit changes, financial year end changes, financial year end changes, share capital changes, and all other constitution amendments. R17.50 per clause changed, up to a maximum of R125.00 See Stage 5.

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

FORM

CO-OP 6.2

Form CO-OP 6.2 - Special Resolution: Amalgamation

Use when two or more co-operatives merge into a single new co-operative. R245.00 per application. See Stage 6.

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

FORM

CO-OP 6.3

Form CO-OP 6.3 - Special Resolution: Division

Use when one co-operative splits into two or more separate new co-operatives. R215.00 per co-operative. See Stage 6.

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

FORM

CO-OP 6.4

Form CO-OP 6.4 - Conversion Application

Use when converting a company to a co-operative or a co-operative to another legal form. See Stage 6.

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

FORM

CO-OP 7

Form CO-OP 7 - Annual Return

Submit every year within 15 days after your AGM is approved and signed. This keeps your co-operative on the CIPC register. See Stage 4.

Email: CIPC.Customer.Form.CustomerRegistrationLandingPage

FORM

CO-OP 8

Form CO-OP 8 - Statistical Record

Submit together with Form CO-OP 7 as part of your annual return. See Stage 4.

Email: CIPC.Customer.Form.CustomerRegistrationLandingPage

FORM

CO-OP 10

Form CO-OP 10 - Voluntary Winding Up and Deregistration

Use when members have passed a special resolution to voluntarily close down the co-operative. See Stage 7.

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

FORM

CO-OP 15.1

Form CO-OP 15.1 - Financial Reporting for Category A1 Co-operatives

Completed by the Board of Directors as part of the annual return for Category A1 primary co-operatives. See Stage 4.

Email: CIPC.Customer.Form.CustomerRegistrationLandingPage

FORM

CO-OP 15.2

Form CO-OP 15.2 - Financial Reporting for Category A2 and Others

Completed by the Board of Directors as part of the annual return for Category A2 primary co-operatives and others where IFRS for SMEs does not apply. See Stage 4.

Email: CIPC.Customer.Form.CustomerRegistrationLandingPage

 

Contact Directory

Registration enquiries: CEMS: https://enquiries.cipc.co.za/

Co-operative disclosure and copies: https://enquiries.cipc.co.za/

Director changes (CO-OP 2): https://eservices.cipc.co.za/

Address and auditor changes (CO-OP 3 and CO-OP 4): This email address is being protected from spambots. You need JavaScript enabled to view it.

Name and constitution changes (CO-OP 6): This email address is being protected from spambots. You need JavaScript enabled to view it.

Winding up and deregistration (CO-OP 10): This email address is being protected from spambots. You need JavaScript enabled to view it.

Conversions and amalgamations: This email address is being protected from spambots. You need JavaScript enabled to view it.

Division of co-operatives: This email address is being protected from spambots. You need JavaScript enabled to view it.

Financial statements: This email address is being protected from spambots. You need JavaScript enabled to view it.

Updating contact details: https://eservices.cipc.co.za/

Compliance annual returns: This email address is being protected from spambots. You need JavaScript enabled to view it.

Log a general enquiry (CEMS — after service standard has lapsed): CEMS

Reserve a co-operative name: eservices.cipc.co.za

Register a co-operative or file annual returns: eservices.cipc.co.za

CIPC Call Centre: 086 100 2472

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