Companies and Close Corporations

The Companies Act requires all companies to maintain their company records. A company must at all times have a copy of its Memorandum of Incorporation (MOI) and any amendments or alterations to it, as well as any rules that apply to the company in terms of its MOI. The company is also required to keep a register of its shares and its company secretary and auditor, to the extent that the company is required to make such appointments. In addition, the company is required to keep the following records for a period of seven (7) years:

A record of its directors, including the following detailed information about each director:

• the full name and any former names;
• the identity number or date of birth;
• the nationality and passport;
• the occupation;
• the date of their most recent election or appointment;
• the name and registration number of any other company or foreign company that the director is a director of;
• the address for service for that director; and
• any professional qualification and experience of the director in the case of a company that is required to have an audit committee.
• Copies of:
  • all reports presented at an annual general meeting;
  • annual financial statements required by the Act;
  • any accounting records required by the Act;
• Notices and minutes of all shareholder meetings, including resolutions taken at those meetings, as well as the documents made available to the shareholders in relation to those resolutions;
• Copies of any written communication sent by the company to shareholders; and
• Minutes of meetings and resolutions of directors, directors committee, or audit committees.

Any person who holds shares or a beneficial interest in the company is entitled to view and obtain copies of such documents. Any other person may inspect such records at a cost.

All companies (including external companies) and close corporations are required by law to file their annual returns within a certain period of time every year. CIPC will remind companies and close corporations annually to file their annual returns provided that CIPC has the correct electronic contact information of directors and members.

An annual return is a statutory return in terms of the Companies and Close Corporations Acts. Failure to file annual returns results in the CIPC assuming that the company and/or close corporation is not doing business or is not intending doing business in the near future. Non-compliance with annual returns, beneficial ownership declaration and AFS/FAS will lead to deregistration, which has the effect that the juristic personality is withdrawn, and the company or close corporation ceases to exist. Active directors of companies and active members of close corporations may still be held liable for actions taken during their tenure and while the company or close corporation was in business.

When filing the annual return, the company or close corporation MUST also file its latest Beneficial Ownership declaration as well as its Audited Financial Statements (AFS) or Financial Accountability Supplement (FAS).

• Companies have 30 business days from the date when annual returns become due to file annual returns before they are considered non-compliant with the Companies Act.  Late filing will result in penalties being incurred.
• Close corporations have, from the first day of its anniversary month up until thereafter, to file annual returns before they are considered non-compliant with the Close Corporations Act. Late filing will result in penalties being incurred.
• Annual returns can only be filed electronically by clicking here. Alternatively, it can be filed via e-Services.

Non-profit companies that are required to be audited in terms of the Companies Act (Act 71 of 2008) or regulation 28 must file a copy of the latest approved Audited  Financial Statements on the date that they file their annual return with CIPC.

The following non-profit companies are required to have their annual financial statements audited:

• Any non-profit company if, in the ordinary course of its primary activities, it holds assets in a fiduciary capacity for persons who are not related to the company, and the aggregate value of such assets held at any time during the financial year exceeds R5 million;
• Any non-profit company that was directly or indirectly incorporated by the state, an organ of state, a state-owned company, an international organisation, foreign state entity or a foreign company;
• Any non-profit company incorporated to fulfill a statutory or regulatory function in terms of legislation or to carry out a public function at the initiation or direction of an organ of state, a state-owned company, an international organisation or a foreign state entity.

Unless the company has opted to have its annual financial statements audited or is required by its Memorandum of Incorporation (MOI) to do so, a non-profit company may be subject to independent review if:

• It compiles its financial statements internally and its Public Interest Score is less than 100;
• It has its financial statements compiled independently as its Public Interest Score is between 100 and 349;

Non-profit companies that are not required to have their financial statements audited, may elect to voluntarily file their audited or reviewed statements with their annual returns.  If such companies choose not to file a full set of financial statements, they must file a financial accountability supplement with their annual return.

Steps to file your annual financial statements

• Either Financial Accountability Supplements (FASs) or Annual Financial Statements (AFSs) should be filed via the e-services portal: https://eservirces.cipc.co.za/ together with Annual Returns (ARs).

The Companies Act (Act 71 of 2008) states that a company must not carry on its business recklessly, with gross negligence, with intent to defraud or trade under insolvent circumstances (Section 22). If a company trades in such circumstances, the Commission may require the company to cease carrying on business.

Although “trading under insolvent circumstances” is not defined in the Act, it is accepted to mean that a company does not meet the “solvency and liquidity test” criteria. There are many trading companies which are liquid, meaning they can pay their debts as they become due, but not necessarily solvent as defined in the solvency and liquidity test.

In terms of the “solvency and liquidity test”, solvency relates to the assets of the company, fairly valued, being equal or exceeding the liabilities of the company. Liquidity relates to the company being able to pay its debt as they become due in the ordinary course of business for a period of 12 months.

The solvency and liquidity test applies to the following:

• financial assistance for the subscription of securities (section 44)
• loans or other financial assistance to directors (section 45)
• distributions to shareholders authorized by the board (section 46)
• capitalization of shares (section 47)
• company or subsidiary acquiring company’s shares (buy backs or buy ins) (section 48)
• amalgamations or mergers (section 113)

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

• Company Records
• Registered address
• Location of the company records
• Financial year-end of the company
• Appointment, resignation and removal of a director
• Commencement of Business Rescue
• Resolution to wind-up a company

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

Name Reservation

For more information on name reservation click here

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

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

• BizPortal – www.bizportal.gov.za
• CIPC Mobile App
• Self Service Terminal
• Banks (as part of company registration process)
• Associated name reservations or names requiring supporting documentation This email address is being protected from spambots. You need JavaScript enabled to view it.
• e-Services – www.cipc.co.za / Online Transacting / e-Services

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

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

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

Company Name Change

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

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

Available Platforms for company name change:

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

Click here for step by step guide for company name change via E-Services.

Click here for the Frequently Asked Questions

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

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

Nb. kindly note that external companies cannot be done online, it needs to still be sent to This email address is being protected from spambots. You need JavaScript enabled to view it.

• A company may only change its financial year-end once during a particular financial year.
•  A company may not choose a financial year end that will result in the total financial year being more than 15 months.
• A company may choose to shorten its financial year in which instance there is no minimum applicable.
• The new year end must be later than the date on which the notice is filed.
• The current financial year end must not have been ended.

Apply for Financial Year End Change electronically:

• Deposit R100 into the CIPC bank account 
• To apply for a change to the financial year end of the company click here
• Click on On-line Transacting and then on Company and Close Corporation Financial Year End Changes
• Login using your Customer Code and Password and follow the prompts
• Go to Co & CC Financial Year End Change
• Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue
• Confirm that the detail of the correct entity is displaying and click on Continue.
• The current financial year end will be displayed.  Propose a new month and year for the financial year end and click on Continue.
• The next screen will confirm that the financial year end change has been lodged.
• You can generate a new disclosure certificate by clicking on Home and then on Disclosures.

Click here to lodge an enquiry.

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

To apply for a change to the registered address of the company, follow these steps:

• Click on On-line Transacting and then on Company and Close Corporation Address Changes
• Login using your Customer Code and Password and follow the prompts
• Go to Co & CC Address Change
• Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue
• Complete the indicated mandatory fields, Effective Date, E-mail Address, Postal and Physical Addresses and click on Lodge.  Please note that the effective date for companies may only be 5 working days from the date of lodging the change.
• The next screen will indicate that the address change has been lodged, and provide you with a tracking number.

To apply for a change to the registered address of the company click here

Click here to lodge an enquiry.

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

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

Print and complete the CoR22.

Scan and e-mail the completed and signed documents together with supporting information to This email address is being protected from spambots. You need JavaScript enabled to view it.

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

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

Click here for the CIPC service delivery standards

Click here to lodge an enquiry.

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

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

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

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

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

To apply for any of the following changes listed below

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

• • Submit notice of amendment of Memorandum of Incorporation (MOI) (CoR15.2)
  • Certified copy of the written resolution or minutes of the meeting at which the decision to amend was taken
  • Certified copy of ID of signatory (active director/company secretary or representative)
  • Power of attorney – if representative
  • Certified copy of ID of applicant
  • Approved and valid CoR9.4 – if name change

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

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

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

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

Click here for the CIPC service delivery standards

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

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

Removal of a director

A director of the company may be removed by the Ordinary Resolution by Shareholders, or by the Board of Directors, or by the Companies Tribunal if the board has fewer than three directors, as per the requirements of Section 71.

Removal by Shareholder Resolution

• The resolution adopted by shareholders must be an ordinary meaning that 50+1% of the shareholders are entitled to exercise voting rights in the election of that director.
• The director concerned must be given notice of the meeting and the resolution, at least equivalent to that which a shareholder is entitled to receive, regardless of whether the director is a shareholder.
• The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
• Shareholders are not required to provide reasons for removing a director
• Proof of shareholding in the form of a certified share register or share certificate.
• In the event where a Trust is a shareholder, it is necessary to supply proof of trusteeship. This includes presenting certified letters of Authority for the Trust’s representative, which must be provided and attached to the resolution documentation

Removal by the board of directors

• The resolution adopted by the Board must be an ordinary meaning 50+1% of the Board members entitled to exercise voting rights in the appointment of the director.
• The director concerned must be given notice of the meeting and the resolution.
• The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
• The Board must provide reasons for the removal of the affected director(s).
• These procedures including the mandatory update of Notice 42 of 2019 to align with the latest court judgment.

Removal by Companies Tribunal

In the event that the board has fewer than 3 directors, the board may not remove the director as contemplated above; however, any party may approach the Companies Tribunal. The website address for the Companies Tribunal for more information is www.companiestribunal.org.za

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

Appointment and Resignations of the director

• A resignation of directors is an automated process. Please visit our website www.cipc.co.za and go to the Step by step guides and look for “Companies and Close Corporations”, the “Director Appointments and Resignations” – “Director resignation.”

Deceased Director

When a director of a company passes away, it’s crucial to ensure all necessary documentation is in place to facilitate a smooth transition and uphold corporate governance standards.

Below are the required documents to address the circumstances of a deceased director:

• Death Certificate
• Signed Resolution: A resolution signed by the board or relevant parties is essential. It must specifically confirm the changes related to the deceased director and cannot be a generic document. This resolution ensures that all board members or parties involved agree with the changes being made to the company’s directorship and/or shareholding structure.
• Mandate or Power of Attorney: Any third party who is not part of the company and submitting on behalf of the company must attach the mandate or power of attorney authorising him/her to file on behalf of the company.
• In the event of a deceased person being the sole director and sole shareholder of the company, an executor of the estate of the deceased must provide the letter of executorship and a certified ID copy of the executor to confirm their authority to manage or wind up the estate.The following essential documents must be supplied in the event of a deceased sole shareholder and sole director:2. Certified Share Certificate: This document confirms the deceased individual’s shareholding in the company and must be certified. Please make sure the documents were certified within the past three months
  Note: Providing these documents will ensure that the company can continue to operate effectively and in compliance with legal obligations.
• Signed Resolution from Executor(s): A signed resolution is required from the Executor confirming the actions taken regarding the deceased’s shares and directorial position.
• 1. Letter of Executorship: Issued by the Master of the High Court, this document appoints the executor who will handle the deceased’s estate affairs. It is crucial for validating the executor’s authority to act on behalf of the estate.

Term Expired

To ensure accurate and valid updates regarding director term expiration, please be informed of the following requirements:

Signed Resolution: It is imperative that a Signed Resolution specifically confirms the changes related to the director’s term expiration. Generic resolutions are not acceptable; the document must clearly outline the specific alterations regarding the director’s tenure.

Mandate or Power of Attorney: Any third party who is not part of the company and submitting on behalf of the company must attach the mandate or power of attorney authorising him/her to file on behalf of the company.

Extract/ clause from the MOI or Contract: A certified extract from the Memorandum of Incorporation (MOI) or the relevant contract must be provided to verify the details of the director’s term expiration. This extract should clearly indicate the outlined terms and conditions under which the director’s term concludes. (Please make sure the documents were certified within the past three months.)

Retired

In the event that the director retires, the following supporting documents must be submitted:

1. Signed Resolution

The signed resolution must reflect the statement regarding retirement, including the effective date.

2. Certified COPY of MOI

The certified extract of the MOI providing how the retirement of directors is done by the company must be submitted.

Click here for Director Amendments

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

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

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

Deregistering/Closing a Company

A company or close corporation (CC) may be deregistered when it has stopped operating and has no assets, or when the remaining assets are insufficient to pursue liquidation. The company, CC or an authorised third party may submit a deregistration request.

The CIPC may automatically initiate deregistration when two or more successive annual returns are outstanding. The system will then refer the entity for deregistration and issue notifications via registered mail or electronic channels using the contact details on record.

Important: Companies and CCs are responsible for ensuring their contact details with the CIPC are accurate and up to date. The Commission cannot be held liable if notifications are not received due to outdated information.

Deregistration Requirements

A company or CC may apply for voluntary deregistration only if:

• A company or CC has ceased all business activities and has no assets, or
• Due to inadequate assets, there is no reasonable prospect of liquidation, or
• The entity never traded and has no outstanding liabilities.

Voluntary deregistration applications can be submitted through any of the following online platforms:

• BizPortal
• e-Services
• Self-Service Terminal

Note: Before applying, the company or CC must ensure that all affairs are properly finalised.

• Directors and members should note that they may be held personally liable for any unresolved obligations after deregistration.
• A creditor, service provider, or any other third party cannot apply for voluntary deregistration without a formal mandate from the company or close corporation.

Voluntary Deregistration Process (Two Steps)

Step 1: Application Submission

Once the application is successfully submitted, the entity’s status will change to Deregistration Process.

Step 2: Notification and Objection Period

The CIPC will issue notifications to all active directors, members, and relevant stakeholders to allow time for objections.

Final deregistration will proceed only if no valid objection is received within the prescribed period.

Before You Apply

The applicant must confirm that:

• All assets and liabilities have been settled, including obligations with SARS, Banks, the Central Supplier Database, and any other institutions.
• Director or member details are accurate. If updates are required, file a CoR39 (companies) or CK2 (close corporations).
• At least 50% of all active directors or members have agreed to the voluntary deregistration.
• The status of the entity on BizPortal is correct.

Objecting to a Voluntary Deregistration

An objection may be submitted at any time before final deregistration through any of the CIPC online platforms.

The objector must provide:

• The reason for the objection
• Supporting evidence
• A certified ID or passport copy of the objector

Note: All objections are reviewed by the CIPC back office. An objection does not automatically cancel the deregistration.

 If a dispute arises, it must be referred to the appropriate forum, such as the Companies Tribunal or any legally recognised dispute-resolution body.

Where to Submit Deregistration or Objection Applications

Applications for voluntary deregistration or objections can be submitted via:

• BizPortal
• CIPC e-Services
• Self-Service Terminals

NB: It is a criminal offence to submit false information to the CIPC. If detected, the Commission may revoke the transaction and reinstatement status.

What is Reinstatement?

Reinstatement refers to the process of reviving a company or close corporation that has been deregistered due to Annual Returns non-compliance. Reinstatement is vital for companies that still need to continue operations or address legal obligations. Here’s what you need to know about when and how to apply for reinstatement, including the eligibility criteria and necessary steps.

When to Apply for Reinstatement:

Final Deregistration Status: When the company or close corporation has reached a final deregistration status (AR Final Deregistered or Deregistered).

NOTE

Deregistration Process: When the company or close corporation does not file Annual Returns for two years it will be placed under deregistration process status, this means that your company will remain suspended to conduct any form of business until you file Annual Returns and/or Beneficial Ownership declarations.

To file Annual Returns, use the following platforms:

• BizPortal: Visit www.bizportal.gov.za.
• E-Services: Go to annualreturns.cipc.co.za.
• Mobile App: CIPC mobile application.
• Self Service Terminal

REINSTATEMENT REQUIREMENTS

For a company to be eligible for reinstatement, it must meet the following criteria:

1. The company or close corporation must have been in business or possessed economic value at the time of final deregistration.
2. Maintain evidence of business activity or economic value must be kept, however, do not submit it with your application.

Note: If your company or close corporation was not operational or lacked economic value at the time of final deregistration, consider registering a new company once a new business opportunity arises. To register for a new company at the cost of R175.00 click here

NB: It is a criminal offence to submit false information to the CIPC. If detected, the CIPC may revoke the transaction and reinstatement status.

Who May Apply for Reinstatement

1. Any interested person, including the company or close corporation itself, creditors, or others requiring reinstatement for legal proceedings.
2. In the event where the application is brought by someone other than the company or their representative, obtaining a court order is advisable for reinstatement. It is advisable that the court order must also contain a directive compelling the company to comply with its legal obligations stipulated in the Companies Act, failure of which the court order will be implemented but the company will be referred back for annual return deregistration.

Steps for Reinstatement

Step 1: Check Status: Verify the status of your company or close corporation on BizPortal.

Step 2: Assessment: Determine whether the company was operational or held economic value at the time of final deregistration.

Step 3: Apply electronically. Prepare necessary documents, submit information, and pay R200 using card payment on any of the available electronic platforms:

• BizPortal
• e-Services
• SSC

Step 4: File Outstanding Annual Returns: After processing, ensure all outstanding annual returns and/or beneficial ownership declarations are filed.

NB: Ensure that CIPC has your correct contact details and updated company or close corporation information to ensure that you receive SMS or email notifications to file Annual Returns in the month it becomes due.

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

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

The liquidation may come about:

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

Voluntary Winding up of a company or CC

Solvent company

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

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

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

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

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

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

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

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

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

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

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

• Voluntarily liquidate
  • Register as a Customer click here
  • complete form CoR40.1.
  • Security – JM12 or consent to dispense with security – if winding up is by company or close corporation itself;
  • Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
  • Certified ID copy of signatory (active director (company) or member (close corporation)/company secretary/representative)
  • Power of attorney – if representative
  • Fee – R80.00 (plus a penalty of R150.00 if not lodged within a month after the meeting). For the bank account details, click here.
• Voluntarily wind up
  • complete form CoR40.1.
  • CM25a or CM25 plus notice of the meeting;
  • Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
  • CM100 – Statement of Company Affairs
  • Certified ID copy of signatory on the CM 26 (active director/company secretary/representative)
  • Power of attorney – if representative
• Wind up the company or close corporation by court order
  • complete form CoR40.1.  
  • Letterhead of person submitting court order indicating contact details of person submitting it and customer code (preferable); and
  • Copy of court order. 

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

When is the liquidation process considered final?

If an entity is listed under statuses such as Voluntary Liquidation, Provisional Liquidation, or Final Liquidation, this indicates that the liquidation process is still ongoing and has not yet been completed.

The process is only regarded as final once the Master of the High Court issues a JM11 certificate, which serves as official confirmation that the liquidation has been concluded. Following this, the Companies and Intellectual Property Commission (CIPC) will update the entity’s status from its liquidation phase to Dissolved.

For further information or detailed updates on the finalisation of a specific liquidation, customers should contact the Office of the Master of the High Court responsible for overseeing that entity’s liquidation.

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

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

Chapter 6 of the Companies Act 2008 (Act 71 of 2008) provides for the efficient rescue and recovery of financially distressed companies, in a manner that balances the rights and interests of all relevant stakeholders.  All businesses that are financially distressed and want to take a decision to start rescue proceedings can file a notice to start business rescue proceedings with the CIPC.

Business rescue can be initiated by:

• The board of directors;
• By an application to court when the business is financially distressed;
• Various affected persons by application to court (including shareholders, creditors, registered trade unions and employees).

The decision by a board to pass a resolution for business rescue needs to be done urgently to enable the business rescue practitioner to take control for the purposes of having a business rescue plan approved and thereafter implemented.

A business rescue practitioner will be appointed to oversee and supervise on a temporary basis the management, affairs and business of the company and to devise, prepare, develop and implement a business rescue plan.  The plan will be implemented if approved by creditors and shareholders to the extent that the rights of the shareholders will be affected.

A director or a member would have a duty to consider passing a resolution for a company’s business rescue or alternatively resolve to wind up or liquidate as soon as he or she becomes knowingly aware that the company is either:

• financially distressed or
• is trading in insolvent circumstances (both factually in that its liabilities exceed its assets, and commercially in that it cannot pay its debts to creditors as and when they fall due

During the company’s business rescue proceedings, each director of the company:

• would continue to exercise the functions of a director subject to the authority of the practitioner duly appointed
• must assist the practitioner that is expected to operate the company and to continue to run its business
• may delegate any power or function to the practitioner duly appointed that would have full management control of the company in substitution for its board and pre-existing management.

Important:  No liquidation proceedings must have commenced against the company when a decision is taken to start business rescue proceedings. Only applications that must be filed by CIPC in terms of Chapter 6 of the Companies Act, 71 of 2008 must be filed via the authorised platforms.  CIPC does not read, file or store, other matters of business rescue e.g. minutes of creditor meetings, correspondence between affected parties or attorneys.  Submitting such documents negatively impacts the ability of CIPC to effectively and efficiently process matters that must be submitted to it.  If further documents or information is required regarding the administration of business rescue, CIPC will request such directly from the practitioner or company or close corporation.

File for business rescue

File Notice of Commencement of Business Rescue Proceedings (form CoR123.1) or court order commencing business rescue proceedings:

Application may only be submitted via New E-Services by capturing the required form information and uploading the relevant supporting documents.  Once submitted, the service will provide a reference number (or previously called a tracking number) and refer the information and documents, for back office review and approval.  The application will only be regarded as filed, once back office have confirmed or approved the submitted information and supporting documents.  It should be noted that the submission of the information via the authorised platform, does not constitute filing.  Filing only occurs once back office has confirmed the information and supporting documents meets the relevant legal, process and submission requirements.

Click here for the step-by-step guide for registering as a customer via New E-Services.

Click here for step by step guide for business rescue proceedings via New E-Services.

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

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

File and Publish Notice of Appointment of Practitioner

Within five days after the date of board resolution and submitting the CoR123.1 with supporting documents to CIPC via the authorised platform (and receiving a confirmation letter from CIPC that the company or close corporation has been placed into business rescue), the company or close corporation must appoint a person who qualifies to be a business rescue practitioner, in good standing of the professional accredited by the Commission and has been licensed by the Commissioner as a business rescue practitioner.

Click here for the step by step guide for registering as a customer via New E-Services.

Click here for the step by step guide for licensing as business rescue practitioner via New E-Services.

Click here for the step by step guide for notice of appointment of a business rescue practitioner via New E-Services.

Click here for the CIPC service standards. Service Standards is dependent on payment for the transactions being made.

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

File a status report with CIPC

If business rescue proceedings are not concluded within 3 months, or within the time extension granted by court, the business rescue practitioner must file monthly report updates with the CIPC and to the court, in the case of a court-ordered business rescue process, until the proceedings are concluded. The Practitioner must file a status report  with CIPC after three months by utilizing the New E-Services platform. It should be noted that the submission of the information via the authorized platform does not constitute filing. Filing only occurs once back office has confirmed the information and supporting

Click here for the step-by-step guide for filing of status reports.

NB: Lodgment of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart ID copy must be lodged.

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

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

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

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

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

To convert  the following supporting documents must be included:

• Complete form CoR15.2.
• Certified copy of the written resolution or minutes of the meeting at which the decision to amend was taken
• Certified copy of ID of signatory (active director/company secretary or representative)
• Power of attorney – if representative
• Certified copy of ID of applicant

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

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

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

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

To convert Submit documents the following supporting documents must be included in your e-mail:

• CO-OP 1
• CO-OP 6.4
• Confirmation notice of name reservation – CoR9.4 (if applicable)
• Certified identity copy of members
• Power of attorney (if applicable)
• Proof of payment
• A sworn statement by a person who acted as the chairperson of the general meeting:
  • that the meeting has passed a resolution authorising the conversion of the company into a co-operative of the required kind and form;
  • that the meeting was specially convened to consider the resolution; and
  • that the chairperson has satisfied himself or herself that proper notice of the meeting was given to the members of the company;
• A copy of the resolution and reasons for the conversion
• Proof of the company registration
• Certified copies of the company’s memorandum and articles of association/Memorandum of Incorporation
• One copy of the proposed new co-operative constitution
• Certified copy of the company’s latest audited financial statements
• A schedule containing the full names and addresses of the company, the number and class of shares held by each one of them in the company and the occupations of the members
• A schedule containing the full names and addresses of the directors of the company
• A schedule stating the extent of the company’s interest in other companies.
• Written notice of at least three months of the proposal has been given to each known creditor who has a claim exceeding one thousand rands

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents, a green bar-coded/ smart  ID copy must be lodged.

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

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

To apply for a change to the registered address of the company, follow these steps:

• Click on On-line Transacting and then on Company and Close Corporation Address Changes
• Login using your Customer Code and Password and follow the prompts
• Go to Co & CC Address Change
• Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue
• Complete the indicated mandatory fields, Effective Date, E-mail Address, Postal and Physical Addresses and click on Lodge.  Please note that the effective date for companies may only be 5 working days from the date of lodging the change.
• The next screen will indicate that the address change has been lodged, and provide you with a tracking number.

To apply for a change to the registered address of the company click here

Click here to lodge an enquiry.

All companies (including external companies) and close corporations are required by law to file their annual returns within a certain period of time every year. CIPC will remind companies and close corporations annually to file their annual returns provided that CIPC has the correct electronic contact information of directors and members.

An annual return is a statutory return in terms of the Companies and Close Corporations Acts. Failure to file annual returns results in the CIPC assuming that the company and/or close corporation is not doing business or is not intending doing business in the near future. Non-compliance with annual returns, beneficial ownership declaration and AFS/FAS will lead to deregistration, which has the effect that the juristic personality is withdrawn, and the company or close corporation ceases to exist. Active directors of companies and active members of close corporations may still be held liable for actions taken during their tenure and while the company or close corporation was in business.

When filing the annual return, the company or close corporation MUST also file its latest Beneficial Ownership declaration as well as its Audited Financial Statements (AFS) or Financial Accountability Supplement (FAS).

• Companies have 30 business days from the date when annual returns become due to file annual returns before they are considered non-compliant with the Companies Act.  Late filing will result in penalties being incurred.
• Close corporations have, from the first day of its anniversary month up until thereafter, to file annual returns before they are considered non-compliant with the Close Corporations Act. Late filing will result in penalties being incurred.
• Annual returns can only be filed electronically by clicking here. Alternatively, it can be filed via e-Services.

Deregistering/Closing a Company

A company or close corporation (CC) may be deregistered when it has stopped operating and has no assets, or when the remaining assets are insufficient to pursue liquidation. The company, CC or an authorised third party may submit a deregistration request.

The CIPC may automatically initiate deregistration when two or more successive annual returns are outstanding. The system will then refer the entity for deregistration and issue notifications via registered mail or electronic channels using the contact details on record.

Important: Companies and CCs are responsible for ensuring their contact details with the CIPC are accurate and up to date. The Commission cannot be held liable if notifications are not received due to outdated information.

Deregistration Requirements

A company or CC may apply for voluntary deregistration only if:

• A company or CC has ceased all business activities and has no assets, or
• Due to inadequate assets, there is no reasonable prospect of liquidation, or
• The entity never traded and has no outstanding liabilities.

Voluntary deregistration applications can be submitted through any of the following online platforms:

• BizPortal
• e-Services
• Self-Service Terminal

Note: Before applying, the company or CC must ensure that all affairs are properly finalised.

• Directors and members should note that they may be held personally liable for any unresolved obligations after deregistration.
• A creditor, service provider, or any other third party cannot apply for voluntary deregistration without a formal mandate from the company or close corporation.

Voluntary Deregistration Process (Two Steps)

Step 1: Application Submission

Once the application is successfully submitted, the entity’s status will change to Deregistration Process.

Step 2: Notification and Objection Period

The CIPC will issue notifications to all active directors, members, and relevant stakeholders to allow time for objections.

Final deregistration will proceed only if no valid objection is received within the prescribed period.

Before You Apply

The applicant must confirm that:

• All assets and liabilities have been settled, including obligations with SARS, Banks, the Central Supplier Database, and any other institutions.
• Director or member details are accurate. If updates are required, file a CoR39 (companies) or CK2 (close corporations).
• At least 50% of all active directors or members have agreed to the voluntary deregistration.
• The status of the entity on BizPortal is correct.

Objecting to a Voluntary Deregistration

An objection may be submitted at any time before final deregistration through any of the CIPC online platforms.

The objector must provide:

• The reason for the objection
• Supporting evidence
• A certified ID or passport copy of the objector

Note: All objections are reviewed by the CIPC back office. An objection does not automatically cancel the deregistration.

If a dispute arises, it must be referred to the appropriate forum, such as the Companies Tribunal or any legally recognised dispute-resolution body.

Where to Submit Deregistration or Objection Applications

Applications for voluntary deregistration or objections can be submitted via:

• BizPortal
• CIPC e-Services
• Self-Service Terminals

NB: It is a criminal offence to submit false information to the CIPC. If detected, the Commission may revoke the transaction and reinstatement status.

To apply for a change of external representative on external companies, the following documents must be submitted:

1. CoR21.2 application form
2. Resolution or minutes which clearly indicates the representative who is resigning (if any) and the new representative of the company, in the event of resignation and appointment
3. Certified identity copy of applicant
4. Certified identity copy of the representative(s) affected by the change

The application documents must be e-mailed to This email address is being protected from spambots. You need JavaScript enabled to view it..

The Companies Act requires all companies to maintain their company records. A company must at all times have a copy of its Memorandum of Incorporation (MOI) and any amendments or alterations to it, as well as any rules that apply to the company in terms of its MOI. The company is also required to keep a register of its shares and its company secretary and auditor, to the extent that the company is required to make such appointments. In addition, the company is required to keep the following records for a period of seven (7) years:

• A record of its directors, including the following detailed information about each director:-
  • the full name and any former names;
  • the identity number or date of birth;
  • the nationality and passport;
  • the occupation;
  • the date of their most recent election or appointment;
  • the name and registration number of any other company or foreign company that the director is a director of;
  • the address for service for that director; and
  • any professional qualification and experience of the director in the case of a company that is required to have an audit committee.
• Copies of:-
  • all reports presented at an annual general meeting;
  • annual financial statements required by the Act;
  • any accounting records required by the Act;
• Notices and minutes of all shareholder meetings, including resolutions taken at those meetings, as well as the documents made available to the shareholders in relation to those resolutions;
• Copies of any written communication sent by the company to shareholders; and
• Minutes of meetings and resolutions of directors, directors committee, or audit committees.

Any person who holds shares or a beneficial interest in the company is entitled to view and obtain copies of such documents. Any other person may inspect such records at a cost.

All companies (including external companies) and close corporations are required by law to file their annual returns within a certain period of time every year. CIPC will remind companies and close corporations annually to file their annual returns provided that CIPC has the correct electronic contact information of directors and members.

An annual return is a statutory return in terms of the Companies and Close Corporations Acts. Failure to file annual returns results in the CIPC assuming that the company and/or close corporation is not doing business or is not intending doing business in the near future. Non-compliance with annual returns, beneficial ownership declaration and AFS/FAS will lead to deregistration, which has the effect that the juristic personality is withdrawn, and the company or close corporation ceases to exist. Active directors of companies and active members of close corporations may still be held liable for actions taken during their tenure and while the company or close corporation was in business.

When filing the annual return, the company or close corporation MUST also file its latest Beneficial Ownership declaration as well as its Audited Financial Statements (AFS) or Financial Accountability Supplement (FAS).

• Companies have 30 business days from the date when annual returns become due to file annual returns before they are considered non-compliant with the Companies Act.  Late filing will result in penalties being incurred.
• Close corporations have, from the first day of its anniversary month up until thereafter, to file annual returns before they are considered non-compliant with the Close Corporations Act. Late filing will result in penalties being incurred.
• Annual returns can only be filed electronically by clicking here. Alternatively, it can be filed via e-Services.

Private or personal liability companies with a Public Interest Score (PIS) above 500 in any two of the preceding five (5) years are required to have a Social and Ethics Committee.  Companies may apply for exemption from having a Social and Ethics Committee to the Companies Tribunal. Subsidiaries of companies that have a Social and Ethics Committee are not required to have a committee.

• Social and Ethics Committees are responsible to monitor a company’s activities with regard to its contribution to
  • Social and economic development;
  • Good corporate citizenship;
  • Environment, health and public safety;
  • Consumer relationships; and?
  • Labour and employment. 

The Companies Act (Act 71 of 2008) states that a company must not carry on its business recklessly, with gross negligence, with intent to defraud or trade under insolvent circumstances (Section 22). If a company trades in such circumstances, the Commission may require the company to cease carrying on business.

Although “trading under insolvent circumstances” is not defined in the Act, it is accepted to mean that a company does not meet the “solvency and liquidity test” criteria. There are many trading companies which are liquid, meaning they can pay their debts as they become due, but not necessarily solvent as defined in the solvency and liquidity test.

In terms of the “solvency and liquidity test”, solvency relates to the assets of the company, fairly valued, being equal or exceeding the liabilities of the company. Liquidity relates to the company being able to pay its debt as they become due in the ordinary course of business for a period of 12 months.

The solvency and liquidity test applies to the following:

• financial assistance for the subscription of securities (section 44)
• loans or other financial assistance to directors (section 45)
• distributions to shareholders authorized by the board (section 46)
• capitalization of shares (section 47)
• company or subsidiary acquiring company’s shares (buy backs or buy ins) (section 48)
• amalgamations or mergers (section 113)

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

• Company Records
• Registered address
• Location of the company records
• Financial year-end of the company
• Appointment, resignation and removal of a director
• Commencement of Business Rescue
• Resolution to wind-up a company

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

Name Reservation

For more information on name reservation click here

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

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

• BizPortal – www.bizportal.gov.za
• CIPC Mobile App
• Self Service Terminal
• Banks (as part of company registration process)
• Associated name reservations or names requiring supporting documentation This email address is being protected from spambots. You need JavaScript enabled to view it.
• e-Services – www.cipc.co.za / Online Transacting / e-Services

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

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

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

Company Name Change

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

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

Available Platforms for company name change:

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

Click here for step by step guide for company name change via E-Services.

Click here for the Frequently Asked Questions

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

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

Nb. kindly note that external companies cannot be done online, it needs to still be sent to This email address is being protected from spambots. You need JavaScript enabled to view it.

• A company may only change its financial year-end once during a particular financial year.
•  A company may not choose a financial year end that will result in the total financial year being more than 15 months.
• A company may choose to shorten its financial year in which instance there is no minimum applicable.
• The new year end must be later than the date on which the notice is filed.
• The current financial year end must not have been ended.

Apply for Financial Year End Change electronically:

• Deposit R100 into the CIPC bank account 
• To apply for a change to the financial year end of the company click here
• Click on On-line Transacting and then on Company and Close Corporation Financial Year End Changes
• Login using your Customer Code and Password and follow the prompts
• Go to Co & CC Financial Year End Change
• Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue
• Confirm that the detail of the correct entity is displaying and click on Continue.
• The current financial year end will be displayed.  Propose a new month and year for the financial year end and click on Continue.
• The next screen will confirm that the financial year end change has been lodged.
• You can generate a new disclosure certificate by clicking on Home and then on Disclosures.

Click here to lodge an enquiry.

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

To apply for a change to the registered address of the company, follow these steps:

• Click on On-line Transacting and then on Company and Close Corporation Address Changes
• Login using your Customer Code and Password and follow the prompts
• Go to Co & CC Address Change
• Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue
• Complete the indicated mandatory fields, Effective Date, E-mail Address, Postal and Physical Addresses and click on Lodge.  Please note that the effective date for companies may only be 5 working days from the date of lodging the change.
• The next screen will indicate that the address change has been lodged, and provide you with a tracking number.

To apply for a change to the registered address of the company click here

Click here to lodge an enquiry.

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

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

Print and complete the CoR22.

Scan and e-mail the completed and signed documents together with supporting information to This email address is being protected from spambots. You need JavaScript enabled to view it.

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

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

Click here for the CIPC service delivery standards

Click here to lodge an enquiry.

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

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

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

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

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

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

Steps to increase or decrease share capital

1.  Confirm that correct authorised shares reflect

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

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

2.  File change to authorised shares

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

The following actions are allowed –

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

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

Online payment of prescribed fee

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

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

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

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

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

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

To apply for any of the following changes listed below

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

• • Submit notice of amendment of Memorandum of Incorporation (MOI) (CoR15.2)
  • Certified copy of the written resolution or minutes of the meeting at which the decision to amend was taken
  • Certified copy of ID of signatory (active director/company secretary or representative)
  • Power of attorney – if representative
  • Certified copy of ID of applicant
  • Approved and valid CoR9.4 – if name change

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

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

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

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

Click here for the CIPC service delivery standards

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

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

Removal of a director

A director of the company may be removed by the Ordinary Resolution by Shareholders, or by the Board of Directors, or by the Companies Tribunal if the board has fewer than three directors, as per the requirements of Section 71.

Removal by Shareholder Resolution

• The resolution adopted by shareholders must be an ordinary meaning that 50+1% of the shareholders are entitled to exercise voting rights in the election of that director.
• The director concerned must be given notice of the meeting and the resolution, at least equivalent to that which a shareholder is entitled to receive, regardless of whether the director is a shareholder.
• The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
• Shareholders are not required to provide reasons for removing a director
• Proof of shareholding in the form of a certified share register or share certificate.
• In the event where a Trust is a shareholder, it is necessary to supply proof of trusteeship. This includes presenting certified letters of Authority for the Trust’s representative, which must be provided and attached to the resolution documentation

Removal by the board of directors

• The resolution adopted by the Board must be an ordinary meaning 50+1% of the Board members entitled to exercise voting rights in the appointment of the director.
• The director concerned must be given notice of the meeting and the resolution.
• The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
• The Board must provide reasons for the removal of the affected director(s).
• These procedures including the mandatory update of Notice 42 of 2019 to align with the latest court judgment.

Removal by Companies Tribunal

In the event that the board has fewer than 3 directors, the board may not remove the director as contemplated above; however, any party may approach the Companies Tribunal. The website address for the Companies Tribunal for more information is www.companiestribunal.org.za

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

Appointment and Resignations of the director

• A resignation of directors is an automated process. Please visit our website www.cipc.co.za and go to the Step by step guides and look for “Companies and Close Corporations”, the “Director Appointments and Resignations” – “Director resignation.”

Deceased Director

When a director of a company passes away, it’s crucial to ensure all necessary documentation is in place to facilitate a smooth transition and uphold corporate governance standards.

Below are the required documents to address the circumstances of a deceased director:

• Death Certificate
• Signed Resolution: A resolution signed by the board or relevant parties is essential. It must specifically confirm the changes related to the deceased director and cannot be a generic document. This resolution ensures that all board members or parties involved agree with the changes being made to the company’s directorship and/or shareholding structure.
• Mandate or Power of Attorney: Any third party who is not part of the company and submitting on behalf of the company must attach the mandate or power of attorney authorising him/her to file on behalf of the company.
• In the event of a deceased person being the sole director and sole shareholder of the company, an executor of the estate of the deceased must provide the letter of executorship and a certified ID copy of the executor to confirm their authority to manage or wind up the estate.The following essential documents must be supplied in the event of a deceased sole shareholder and sole director:2. Certified Share Certificate: This document confirms the deceased individual’s shareholding in the company and must be certified. Please make sure the documents were certified within the past three months
  Note: Providing these documents will ensure that the company can continue to operate effectively and in compliance with legal obligations.
• Signed Resolution from Executor(s): A signed resolution is required from the Executor confirming the actions taken regarding the deceased’s shares and directorial position.
• 1. Letter of Executorship: Issued by the Master of the High Court, this document appoints the executor who will handle the deceased’s estate affairs. It is crucial for validating the executor’s authority to act on behalf of the estate.

Term Expired

To ensure accurate and valid updates regarding director term expiration, please be informed of the following requirements:

Signed Resolution: It is imperative that a Signed Resolution specifically confirms the changes related to the director’s term expiration. Generic resolutions are not acceptable; the document must clearly outline the specific alterations regarding the director’s tenure.

Mandate or Power of Attorney: Any third party who is not part of the company and submitting on behalf of the company must attach the mandate or power of attorney authorising him/her to file on behalf of the company.

Extract/ clause from the MOI or Contract: A certified extract from the Memorandum of Incorporation (MOI) or the relevant contract must be provided to verify the details of the director’s term expiration. This extract should clearly indicate the outlined terms and conditions under which the director’s term concludes. (Please make sure the documents were certified within the past three months.)

Retired

In the event that the director retires, the following supporting documents must be submitted:

1. Signed Resolution

The signed resolution must reflect the statement regarding retirement, including the effective date.

2. Certified COPY of MOI

The certified extract of the MOI providing how the retirement of directors is done by the company must be submitted.

Click here for Director Amendments

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

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

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

B-BBEE Certification

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

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

Click here to download the sample B-BBEE affidavit.

What is Reinstatement?

Reinstatement refers to the process of reviving a company or close corporation that has been deregistered due to Annual Returns non-compliance. Reinstatement is vital for companies that still need to continue operations or address legal obligations. Here’s what you need to know about when and how to apply for reinstatement, including the eligibility criteria and necessary steps.

When to Apply for Reinstatement:

Final Deregistration Status: When the company or close corporation has reached a final deregistration status (AR Final Deregistered or Deregistered).

NOTE

Deregistration Process: When the company or close corporation does not file Annual Returns for two years it will be placed under deregistration process status, this means that your company will remain suspended to conduct any form of business until you file Annual Returns and/or Beneficial Ownership declarations.

To file Annual Returns, use the following platforms:

– BizPortal: Visit www.bizportal.gov.za.

– E-Services: Go to annualreturns.cipc.co.za.

– Mobile App: CIPC mobile application.

– Self Service Terminal

REINSTATEMENT REQUIREMENTS

For a company to be eligible for reinstatement, it must meet the following criteria:

1. The company or close corporation must have been in business or possessed economic value at the time of final deregistration.
2. Maintain evidence of business activity or economic value must be kept, however, do not submit it with your application.

Note: If your company or close corporation was not operational or lacked economic value at the time of final deregistration, consider registering a new company once a new business opportunity arises. To register for a new company at the cost of R175.00 click here

NB: It is a criminal offence to submit false information to the CIPC. If detected, the CIPC may revoke the transaction and reinstatement status.

Who May Apply for Reinstatement

1. Any interested person, including the company or close corporation itself, creditors, or others requiring reinstatement for legal proceedings.
2. In the event where the application is brought by someone other than the company or their representative, obtaining a court order is advisable for reinstatement. It is advisable that the court order must also contain a directive compelling the company to comply with its legal obligations stipulated in the Companies Act, failure of which the court order will be implemented but the company will be referred back for annual return deregistration.

Steps for Reinstatement

Step 1: Check Status: Verify the status of your company or close corporation on BizPortal.

Step 2: Assessment: Determine whether the company was operational or held economic value at the time of final deregistration.

Step 3: Apply electronically. Prepare necessary documents, submit information, and pay R200 using card payment on any of the available electronic platforms:

• BizPortal
•  e-Services
• SSC

Step 4: File Outstanding Annual Returns: After processing, ensure all outstanding annual returns and/or beneficial ownership declarations are filed.

NB: Ensure that CIPC has your correct contact details and updated company or close corporation information to ensure that you receive SMS or email notifications to file Annual Returns in the month it becomes due.

Deregistering/Closing a Company

A company or close corporation (CC) may be deregistered when it has stopped operating and has no assets, or when the remaining assets are insufficient to pursue liquidation. The company, CC or an authorised third party may submit a deregistration request.

The CIPC may automatically initiate deregistration when two or more successive annual returns are outstanding. The system will then refer the entity for deregistration and issue notifications via registered mail or electronic channels using the contact details on record.

Important: Companies and CCs are responsible for ensuring their contact details with the CIPC are accurate and up to date. The Commission cannot be held liable if notifications are not received due to outdated information.

Deregistration Requirements

A company or CC may apply for voluntary deregistration only if:

• A company or CC has ceased all business activities and has no assets, or
• Due to inadequate assets, there is no reasonable prospect of liquidation, or
• The entity never traded and has no outstanding liabilities.

Voluntary deregistration applications can be submitted through any of the following online platforms:

• BizPortal
• e-Services
• Self-Service Terminal

Note: Before applying, the company or CC must ensure that all affairs are properly finalised.

• Directors and members should note that they may be held personally liable for any unresolved obligations after deregistration.
• A creditor, service provider, or any other third party cannot apply for voluntary deregistration without a formal mandate from the company or close corporation.

Voluntary Deregistration Process (Two Steps)

Step 1: Application Submission

Once the application is successfully submitted, the entity’s status will change to Deregistration Process.

Step 2: Notification and Objection Period

The CIPC will issue notifications to all active directors, members, and relevant stakeholders to allow time for objections.

Final deregistration will proceed only if no valid objection is received within the prescribed period.

Before You Apply

The applicant must confirm that:

• All assets and liabilities have been settled, including obligations with SARS, Banks, the Central Supplier Database, and any other institutions.
• Director or member details are accurate. If updates are required, file a CoR39 (companies) or CK2 (close corporations).
• At least 50% of all active directors or members have agreed to the voluntary deregistration.
• The status of the entity on BizPortal is correct.

Objecting to a Voluntary Deregistration

An objection may be submitted at any time before final deregistration through any of the CIPC online platforms.

The objector must provide:

• The reason for the objection
• Supporting evidence
• A certified ID or passport copy of the objector

Note: All objections are reviewed by the CIPC back office. An objection does not automatically cancel the deregistration.

If a dispute arises, it must be referred to the appropriate forum, such as the Companies Tribunal or any legally recognised dispute-resolution body.

Where to Submit Deregistration or Objection Applications

Applications for voluntary deregistration or objections can be submitted via:

• BizPortal
• CIPC e-Services
• Self-Service Terminals

NB: It is a criminal offence to submit false information to the CIPC. If detected, the Commission may revoke the transaction and reinstatement status.

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

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

The liquidation may come about:

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

Voluntary Winding up of a company or CC

Solvent company

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

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

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

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

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

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

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

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

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

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

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

• Voluntarily liquidate
  • Register as a Customer click here
  • complete form CoR40.1.
  • Security – JM12 or consent to dispense with security – if winding up is by company or close corporation itself;
  • Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
  • Certified ID copy of signatory (active director (company) or member (close corporation)/company secretary/representative)
  • Power of attorney – if representative
  • Fee – R80.00 (plus a penalty of R150.00 if not lodged within a month after the meeting). For the bank account details, click here.
• Voluntarily wind up
  • complete form CoR40.1.
  • CM25a or CM25 plus notice of the meeting;
  • Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
  • CM100 – Statement of Company Affairs
  • Certified ID copy of signatory on the CM 26 (active director/company secretary/representative)
  • Power of attorney – if representative
• Wind up the company or close corporation by court order
  • complete form CoR40.1.
  • Letterhead of person submitting court order indicating contact details of person submitting it and customer code (preferable); and
  • Copy of court order.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

When is the liquidation process considered final?

If an entity is listed under statuses such as Voluntary Liquidation, Provisional Liquidation, or Final Liquidation, this indicates that the liquidation process is still ongoing and has not yet been completed.

The process is only regarded as final once the Master of the High Court issues a JM11 certificate, which serves as official confirmation that the liquidation has been concluded. Following this, the Companies and Intellectual Property Commission (CIPC) will update the entity’s status from its liquidation phase to Dissolved.

For further information or detailed updates on the finalisation of a specific liquidation, customers should contact the Office of the Master of the High Court responsible for overseeing that entity’s liquidation.

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

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

Chapter 6 of the Companies Act 2008 (Act 71 of 2008) provides for the efficient rescue and recovery of financially distressed companies, in a manner that balances the rights and interests of all relevant stakeholders.  All businesses that are financially distressed and want to take a decision to start rescue proceedings can file a notice to start business rescue proceedings with the CIPC.

Business rescue can be initiated by:

• The board of directors;
• By an application to court when the business is financially distressed;
• Various affected persons by application to court (including shareholders, creditors, registered trade unions and employees).

The decision by a board to pass a resolution for business rescue needs to be done urgently to enable the business rescue practitioner to take control for the purposes of having a business rescue plan approved and thereafter implemented.

A business rescue practitioner will be appointed to oversee and supervise on a temporary basis the management, affairs and business of the company and to devise, prepare, develop and implement a business rescue plan.  The plan will be implemented if approved by creditors and shareholders to the extent that the rights of the shareholders will be affected.

A director or a member would have a duty to consider passing a resolution for a company’s business rescue or alternatively resolve to wind up or liquidate as soon as he or she becomes knowingly aware that the company is either:

• financially distressed or
• is trading in insolvent circumstances (both factually in that its liabilities exceed its assets, and commercially in that it cannot pay its debts to creditors as and when they fall due

During the company’s business rescue proceedings, each director of the company:

• would continue to exercise the functions of a director subject to the authority of the practitioner duly appointed
• must assist the practitioner that is expected to operate the company and to continue to run its business
• may delegate any power or function to the practitioner duly appointed that would have full management control of the company in substitution for its board and pre-existing management.

Important:  No liquidation proceedings must have commenced against the company when a decision is taken to start business rescue proceedings. Only applications that must be filed by CIPC in terms of Chapter 6 of the Companies Act, 71 of 2008 must be filed via the authorised platforms.  CIPC does not read, file or store, other matters of business rescue e.g. minutes of creditor meetings, correspondence between affected parties or attorneys.  Submitting such documents negatively impacts the ability of CIPC to effectively and efficiently process matters that must be submitted to it.  If further documents or information is required regarding the administration of business rescue, CIPC will request such directly from the practitioner or company or close corporation.

File for business rescue

File Notice of Commencement of Business Rescue Proceedings (form CoR123.1) or court order commencing business rescue proceedings:

Application may only be submitted via New E-Services by capturing the required form information and uploading the relevant supporting documents.  Once submitted, the service will provide a reference number (or previously called a tracking number) and refer the information and documents, for back office review and approval.  The application will only be regarded as filed, once back office have confirmed or approved the submitted information and supporting documents.  It should be noted that the submission of the information via the authorised platform, does not constitute filing.  Filing only occurs once back office has confirmed the information and supporting documents meets the relevant legal, process and submission requirements.

Click here for the step-by-step guide for registering as a customer via New E-Services.

Click here for step by step guide for business rescue proceedings via New E-Services.

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

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

File and Publish Notice of Appointment of Practitioner

Within five days after the date of board resolution and submitting the CoR123.1 with supporting documents to CIPC via the authorised platform (and receiving a confirmation letter from CIPC that the company or close corporation has been placed into business rescue), the company or close corporation must appoint a person who qualifies to be a business rescue practitioner, in good standing of the professional accredited by the Commission and has been licensed by the Commissioner as a business rescue practitioner.

Click here for the step by step guide for registering as a customer via New E-Services.

Click here for the step by step guide for licensing as business rescue practitioner via New E-Services.

Click here for the step by step guide for notice of appointment of a business rescue practitioner via New E-Services.

Click here for the CIPC service standards. Service Standards is dependent on payment for the transactions being made.

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

File a status report with CIPC

If business rescue proceedings are not concluded within 3 months, or within the time extension granted by court, the business rescue practitioner must file monthly report updates with the CIPC and to the court, in the case of a court-ordered business rescue process, until the proceedings are concluded. The Practitioner must file a status report  with CIPC after three months by utilizing the New E-Services platform. It should be noted that the submission of the information via the authorized platform does not constitute filing. Filing only occurs once back office has confirmed the information and supporting

Click here for the step-by-step guide for filing of status reports.

NB: Lodgment of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart ID copy must be lodged.

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

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

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

Register as a Customer

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

Deposit funds

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

Apply for a license as a business rescue practitioner

Print and complete form CoR126.1

Scan and e-mail the completed and signed documents together with supporting information to This email address is being protected from spambots. You need JavaScript enabled to view it.

To apply for a license as a business rescue practitioner, the following supporting documents must be included in your e-mail:

complete form CoR126.1

COR126.1 Form (duly completed dated and signed).

Proof of filing fee of R500;

Customer Code (clearly indicated on the top right-hand corner of the form).

Certified copies of suitable educational qualifications.

Registration number/s that reflects the membership of relevant professional body or bodies.

Supporting documentation to substantiate the factual information in respect of the history and relevant practical experience, (provide references).

Certified valid TAX clearance certificate (individual).

A declaration/ Sworn statement in terms of Section 138 stating that the applicant:

A comprehensive résumé (CV) containing full and detailed particulars of the applicant’s history and relevant practical experience working in a distressed business environment and demonstrating relevant turnaround experience.

a.  Is not subject to an order of probation in terms of section 162 (7);
b.  Would not be disqualified from acting as a director of the company in terms of section 69 (8);
c.  Does not have any relationship with the company requesting Business Rescue;
d.  Is not related to a person who has a relationship with any of the companies.

The applicant must adhere to the concurrent application of Section 5(6) of the Companies Act 71 of 2008 as amended, in case of listed entities.

The applicant must state if he/she has ever been refused a license before, or membership of a professional body, (if so provide reasons).

Certified ID or passport copy of the applicant.

Contact details containing e-mail address and cell phone number.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

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

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

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

• In the first instance:
  • Where a company merges with another with the aim of retaining one of the merging companies. Eg. Company X merges with company Y with the aim of retaining company X.
  • In this instance, company Y must apply for deregistration but not necessarily for company X (as it will be the operating business).
  • A new MOI may not be necessary, but optional.
• In the second instance:
  • Where two or more companies merge with aim of creating a new company. Eg. Company X merges with company Y with aim of creating a new company Z.
  • In this instance, company X and Y must deregister and register company Z. A new MOI is compulsory.

Amalgamation or Merger may only be registered manually.

To apply the following supporting documents must be included in your e-mail:

Complete the following forms relating to incorporation:

• • CoR 89 ( Notice of Amalgamation or Merger)
  • CoR15.2 ( if changing MOI)
  • CoR15.1A, 15.1B or Own MOI,
  • CoR14.1
  • CoR14.1 Annexure A and CoR9.4  (if registering a new company)

The following supporting documents must be included:

• • Certified identity copy of applicant and directors
  • Letter authoring deregistration of company
  • Signed Agreements form the Merging companies (confirming that all Assets, securities have been transferred to the remaining company)
  • Special Resolution containing minutes of the meeting held when changes take place
  • Statement declaring that the company is solvent

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

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

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

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

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

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

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

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

To convert  the following supporting documents must be included:

• Complete form CoR15.2.
• Certified copy of the written resolution or minutes of the meeting at which the decision to amend was taken
• Certified copy of ID of signatory (active director/company secretary or representative)
• Power of attorney – if representative
• Certified copy of ID of applicant

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

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

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

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

To convert Submit documents the following supporting documents must be included in your e-mail:

• CO-OP 1
• CO-OP 6.4
• Confirmation notice of name reservation – CoR9.4 (if applicable)
• Certified identity copy of members
• Power of attorney (if applicable)
• Proof of payment
• A sworn statement by a person who acted as the chairperson of the general meeting:
  • that the meeting has passed a resolution authorising the conversion of the company into a co-operative of the required kind and form;
  • that the meeting was specially convened to consider the resolution; and
  • that the chairperson has satisfied himself or herself that proper notice of the meeting was given to the members of the company;
• A copy of the resolution and reasons for the conversion
• Proof of the company registration
• Certified copies of the company’s memorandum and articles of association/Memorandum of Incorporation
• One copy of the proposed new co-operative constitution
• Certified copy of the company’s latest audited financial statements
• A schedule containing the full names and addresses of the company, the number and class of shares held by each one of them in the company and the occupations of the members
• A schedule containing the full names and addresses of the directors of the company
• A schedule stating the extent of the company’s interest in other companies.
• Written notice of at least three months of the proposal has been given to each known creditor who has a claim exceeding one thousand rands

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents, a green bar-coded/ smart  ID copy must be lodged.

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The Companies Act requires all companies to maintain their company records. A company must at all times have a copy of its Memorandum of Incorporation (MOI) and any amendments or alterations to it, as well as any rules that apply to the company in terms of its MOI. The company is also required to keep a register of its shares and its company secretary and auditor, to the extent that the company is required to make such appointments. In addition, the company is required to keep the following records for a period of seven (7) years:

• A record of its directors, including the following detailed information about each director:-
  • the full name and any former names;
  • the identity number or date of birth;
  • the nationality and passport;
  • the occupation;
  • the date of their most recent election or appointment;
  • the name and registration number of any other company or foreign company that the director is a director of;
  • the address for service for that director; and
  • any professional qualification and experience of the director in the case of a company that is required to have an audit committee
• Copies of:-
  • all reports presented at an annual general meeting;
  • annual financial statements required by the Act;
  • any accounting records required by the Act;
• Notices and minutes of all shareholder meetings, including resolutions taken at those meetings, as well as the documents made available to the shareholders in relation to those resolutions;
• Copies of any written communication sent by the company to shareholders; and
• Minutes of meetings and resolutions of directors, directors committee, or audit committees.

Any person who holds shares or a beneficial interest in the company is entitled to view and obtain copies of such documents. Any other person may inspect such records at a cost.

All companies (including external companies) and close corporations are required by law to file their annual returns within a certain period of time every year. CIPC will remind companies and close corporations annually to file their annual returns provided that CIPC has the correct electronic contact information of directors and members.

An annual return is a statutory return in terms of the Companies and Close Corporations Acts. Failure to file annual returns results in the CIPC assuming that the company and/or close corporation is not doing business or is not intending doing business in the near future. Non-compliance with annual returns, beneficial ownership declaration and AFS/FAS will lead to deregistration, which has the effect that the juristic personality is withdrawn, and the company or close corporation ceases to exist. Active directors of companies and active members of close corporations may still be held liable for actions taken during their tenure and while the company or close corporation was in business.

When filing the annual return, the company or close corporation MUST also file its latest Beneficial Ownership declaration as well as its Audited Financial Statements (AFS) or Financial Accountability Supplement (FAS).

• Companies have 30 business days from the date when annual returns become due to file annual returns before they are considered non-compliant with the Companies Act.  Late filing will result in penalties being incurred.
• Close corporations have, from the first day of its anniversary month up until thereafter, to file annual returns before they are considered non-compliant with the Close Corporations Act. Late filing will result in penalties being incurred.
• Annual returns can only be filed electronically by clicking here. Alternatively, it can be filed via e-Services.

All public and state-owned companies must file a copy of the latest approved Audited  Financial Statements on the date that the annual returns are filed with the CIPC. Financial statements must comply with the published Financial Reporting Standards.

Steps to file your annual financial statements

For filing audited financial statements via XBRL please click here for information and instruction

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

The presentation of the directors and audit committee reports

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

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

Lodging of a prospectus

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

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

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

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

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

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

(See section 100 of the Act)

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

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

• Complete form CoR 46.4
• Together with the prospectus

A hard copy of the prospectued must also be submitted.  It can be posted or handed in at the designated drop off box situated at the Self Service Terminal at the  Sancardia Mall Self Service Centre (SSC).
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A company is obliged to notify CIPC whenever there are changes to the following:

• Company Records
• Registered address
• Location of the company records
• Financial year-end of the company
• Appointment, resignation and removal of a director
• Commencement of Business Rescue
• Resolution to wind-up a company

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

Name Reservation

For more information on name reservation click here

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

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

• BizPortal – www.bizportal.gov.za
• CIPC Mobile App
• Self Service Terminal
• Banks (as part of company registration process)
• Associated name reservations or names requiring supporting documentation This email address is being protected from spambots. You need JavaScript enabled to view it.
• e-Services – www.cipc.co.za / Online Transacting / e-Services

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

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

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

Company Name Change

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

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

Available Platforms for company name change:

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

Click here for step by step guide for company name change via E-Services.

Click here for the Frequently Asked Questions

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

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

Nb. kindly note that external companies cannot be done online, it needs to still be sent to This email address is being protected from spambots. You need JavaScript enabled to view it.

• A company may only change its financial year-end once during a particular financial year.
•  A company may not choose a financial year end that will result in the total financial year being more than 15 months.
• A company may choose to shorten its financial year in which instance there is no minimum applicable.
• The new year end must be later than the date on which the notice is filed.
• The current financial year end must not have been ended.

Apply for Financial Year End Change electronically:

• Deposit R100 into the CIPC bank account 
• To apply for a change to the financial year end of the company click here
• Click on On-line Transacting and then on Company and Close Corporation Financial Year End Changes
• Login using your Customer Code and Password and follow the prompts
• Go to Co & CC Financial Year End Change
• Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue
• Confirm that the detail of the correct entity is displaying and click on Continue.
• The current financial year end will be displayed.  Propose a new month and year for the financial year end and click on Continue.
• The next screen will confirm that the financial year end change has been lodged.
• You can generate a new disclosure certificate by clicking on Home and then on Disclosures.

Click here to lodge an enquiry.

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

To apply for a change to the registered address of the company, follow these steps:

• Click on On-line Transacting and then on Company and Close Corporation Address Changes
• Login using your Customer Code and Password and follow the prompts
• Go to Co & CC Address Change
• Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue
• Complete the indicated mandatory fields, Effective Date, E-mail Address, Postal and Physical Addresses and click on Lodge.  Please note that the effective date for companies may only be 5 working days from the date of lodging the change.
• The next screen will indicate that the address change has been lodged, and provide you with a tracking number.

To apply for a change to the registered address of the company click here

Click here to lodge an enquiry.

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

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

Print and complete the CoR22.

Scan and e-mail the completed and signed documents together with supporting information to This email address is being protected from spambots. You need JavaScript enabled to view it.

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

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

Click here for the CIPC service delivery standards

Click here to lodge an enquiry.

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

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

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

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

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

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

Steps to increase or decrease share capital

1.  Confirm that correct authorised shares reflect

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

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

2.  File change to authorised shares

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

The following actions are allowed –

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

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

Online payment of prescribed fee

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

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

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

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

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

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

To apply for any of the following changes listed below

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

• • Submit notice of amendment of Memorandum of Incorporation (MOI) (CoR15.2)
  • Certified copy of the written resolution or minutes of the meeting at which the decision to amend was taken
  • Certified copy of ID of signatory (active director/company secretary or representative)
  • Power of attorney – if representative
  • Certified copy of ID of applicant
  • Approved and valid CoR9.4 – if name change

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

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

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

Click here for the CIPC service delivery standards

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

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

Removal of a director

A director of the company may be removed by the Ordinary Resolution by Shareholders, or by the Board of Directors, or by the Companies Tribunal if the board has fewer than three directors, as per the requirements of Section 71.

Removal by Shareholder Resolution

• The resolution adopted by shareholders must be an ordinary meaning that 50+1% of the shareholders are entitled to exercise voting rights in the election of that director.
• The director concerned must be given notice of the meeting and the resolution, at least equivalent to that which a shareholder is entitled to receive, regardless of whether the director is a shareholder.
• The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
• Shareholders are not required to provide reasons for removing a director
• Proof of shareholding in the form of a certified share register or share certificate.
• In the event where a Trust is a shareholder, it is necessary to supply proof of trusteeship. This includes presenting certified letters of Authority for the Trust’s representative, which must be provided and attached to the resolution documentation

Removal by the board of directors

• The resolution adopted by the Board must be an ordinary meaning 50+1% of the Board members entitled to exercise voting rights in the appointment of the director.
• The director concerned must be given notice of the meeting and the resolution.
• The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
• The Board must provide reasons for the removal of the affected director(s).
• These procedures including the mandatory update of Notice 42 of 2019 to align with the latest court judgment.

Removal by Companies Tribunal

In the event that the board has fewer than 3 directors, the board may not remove the director as contemplated above; however, any party may approach the Companies Tribunal. The website address for the Companies Tribunal for more information is www.companiestribunal.org.za

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

Appointment and Resignations of the director

• A resignation of directors is an automated process. Please visit our website www.cipc.co.za and go to the Step by step guides and look for “Companies and Close Corporations”, the “Director Appointments and Resignations” – “Director resignation.”

Deceased Director

When a director of a company passes away, it’s crucial to ensure all necessary documentation is in place to facilitate a smooth transition and uphold corporate governance standards.

Below are the required documents to address the circumstances of a deceased director:

• Death Certificate
• Signed Resolution: A resolution signed by the board or relevant parties is essential. It must specifically confirm the changes related to the deceased director and cannot be a generic document. This resolution ensures that all board members or parties involved agree with the changes being made to the company’s directorship and/or shareholding structure.
• Mandate or Power of Attorney: Any third party who is not part of the company and submitting on behalf of the company must attach the mandate or power of attorney authorising him/her to file on behalf of the company.
• In the event of a deceased person being the sole director and sole shareholder of the company, an executor of the estate of the deceased must provide the letter of executorship and a certified ID copy of the executor to confirm their authority to manage or wind up the estate.The following essential documents must be supplied in the event of a deceased sole shareholder and sole director:2. Certified Share Certificate: This document confirms the deceased individual’s shareholding in the company and must be certified. Please make sure the documents were certified within the past three months
  Note: Providing these documents will ensure that the company can continue to operate effectively and in compliance with legal obligations.
• Signed Resolution from Executor(s): A signed resolution is required from the Executor confirming the actions taken regarding the deceased’s shares and directorial position.
• 1. Letter of Executorship: Issued by the Master of the High Court, this document appoints the executor who will handle the deceased’s estate affairs. It is crucial for validating the executor’s authority to act on behalf of the estate.

Term Expired

To ensure accurate and valid updates regarding director term expiration, please be informed of the following requirements:

Signed Resolution: It is imperative that a Signed Resolution specifically confirms the changes related to the director’s term expiration. Generic resolutions are not acceptable; the document must clearly outline the specific alterations regarding the director’s tenure.

Mandate or Power of Attorney: Any third party who is not part of the company and submitting on behalf of the company must attach the mandate or power of attorney authorising him/her to file on behalf of the company.

Extract/ clause from the MOI or Contract: A certified extract from the Memorandum of Incorporation (MOI) or the relevant contract must be provided to verify the details of the director’s term expiration. This extract should clearly indicate the outlined terms and conditions under which the director’s term concludes. (Please make sure the documents were certified within the past three months.)

Retired

In the event that the director retires, the following supporting documents must be submitted:

1. Signed Resolution

The signed resolution must reflect the statement regarding retirement, including the effective date.

2. Certified COPY of MOI

The certified extract of the MOI providing how the retirement of directors is done by the company must be submitted.

Click here for Director Amendments

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

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

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

Deregistering/Closing a Company

A company or close corporation (CC) may be deregistered when it has stopped operating and has no assets, or when the remaining assets are insufficient to pursue liquidation. The company, CC or an authorised third party may submit a deregistration request.

The CIPC may automatically initiate deregistration when two or more successive annual returns are outstanding. The system will then refer the entity for deregistration and issue notifications via registered mail or electronic channels using the contact details on record.

Important: Companies and CCs are responsible for ensuring their contact details with the CIPC are accurate and up to date. The Commission cannot be held liable if notifications are not received due to outdated information.

Deregistration Requirements

A company or CC may apply for voluntary deregistration only if:

• A company or CC has ceased all business activities and has no assets, or
• Due to inadequate assets, there is no reasonable prospect of liquidation, or
• The entity never traded and has no outstanding liabilities.

Voluntary deregistration applications can be submitted through any of the following online platforms:

• BizPortal
• e-Services
• Self-Service Terminal

Note: Before applying, the company or CC must ensure that all affairs are properly finalised.

• Directors and members should note that they may be held personally liable for any unresolved obligations after deregistration.
• A creditor, service provider, or any other third party cannot apply for voluntary deregistration without a formal mandate from the company or close corporation.

Voluntary Deregistration Process (Two Steps)

Step 1: Application Submission

Once the application is successfully submitted, the entity’s status will change to Deregistration Process.

Step 2: Notification and Objection Period

The CIPC will issue notifications to all active directors, members, and relevant stakeholders to allow time for objections.

Final deregistration will proceed only if no valid objection is received within the prescribed period.

Before You Apply

The applicant must confirm that:

• All assets and liabilities have been settled, including obligations with SARS, Banks, the Central Supplier Database, and any other institutions.
• Director or member details are accurate. If updates are required, file a CoR39 (companies) or CK2 (close corporations).
• At least 50% of all active directors or members have agreed to the voluntary deregistration.
• The status of the entity on BizPortal is correct.

Objecting to a Voluntary Deregistration

An objection may be submitted at any time before final deregistration through any of the CIPC online platforms.

The objector must provide:

• The reason for the objection
• Supporting evidence
• A certified ID or passport copy of the objector

Note: All objections are reviewed by the CIPC back office. An objection does not automatically cancel the deregistration.

If a dispute arises, it must be referred to the appropriate forum, such as the Companies Tribunal or any legally recognised dispute-resolution body.

Where to Submit Deregistration or Objection Applications

Applications for voluntary deregistration or objections can be submitted via:

• BizPortal
• CIPC e-Services
• Self-Service Terminals

NB: It is a criminal offence to submit false information to the CIPC. If detected, the Commission may revoke the transaction and reinstatement status.

What is Reinstatement?

Reinstatement refers to the process of reviving a company or close corporation that has been deregistered due to Annual Returns non-compliance. Reinstatement is vital for companies that still need to continue operations or address legal obligations. Here’s what you need to know about when and how to apply for reinstatement, including the eligibility criteria and necessary steps.

When to Apply for Reinstatement:

Final Deregistration Status: When the company or close corporation has reached a final deregistration status (AR Final Deregistered or Deregistered).

NOTE

Deregistration Process: When the company or close corporation does not file Annual Returns for two years it will be placed under deregistration process status, this means that your company will remain suspended to conduct any form of business until you file Annual Returns and/or Beneficial Ownership declarations.

To file Annual Returns, use the following platforms:

– BizPortal: Visit www.bizportal.gov.za.

– E-Services: Go to annualreturns.cipc.co.za.

– Mobile App: CIPC mobile application.

– Self Service Terminal

REINSTATEMENT REQUIREMENTS

For a company to be eligible for reinstatement, it must meet the following criteria:

1. The company or close corporation must have been in business or possessed economic value at the time of final deregistration.
2. Maintain evidence of business activity or economic value must be kept, however, do not submit it with your application.

Note: If your company or close corporation was not operational or lacked economic value at the time of final deregistration, consider registering a new company once a new business opportunity arises. To register for a new company at the cost of R175.00 click here

NB: It is a criminal offence to submit false information to the CIPC. If detected, the CIPC may revoke the transaction and reinstatement status.

Who May Apply for Reinstatement

1. Any interested person, including the company or close corporation itself, creditors, or others requiring reinstatement for legal proceedings.
2. In the event where the application is brought by someone other than the company or their representative, obtaining a court order is advisable for reinstatement. It is advisable that the court order must also contain a directive compelling the company to comply with its legal obligations stipulated in the Companies Act, failure of which the court order will be implemented but the company will be referred back for annual return deregistration.

Steps for Reinstatement

Step 1: Check Status: Verify the status of your company or close corporation on BizPortal.

Step 2: Assessment: Determine whether the company was operational or held economic value at the time of final deregistration.

Step 3: Apply electronically. Prepare necessary documents, submit information, and pay R200 using card payment on any of the available electronic platforms:

• BizPortal
•  e-Services
• SSC

Step 4: File Outstanding Annual Returns: After processing, ensure all outstanding annual returns and/or beneficial ownership declarations are filed.

NB: Ensure that CIPC has your correct contact details and updated company or close corporation information to ensure that you receive SMS or email notifications to file Annual Returns in the month it becomes due.

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

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

The liquidation may come about:

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

Voluntary Winding up of a company or CC

Solvent company

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

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

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

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

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

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

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

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

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

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

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

• Voluntarily liquidate
  • Register as a Customer click here
  • complete form CoR40.1.
  • Security – JM12 or consent to dispense with security – if winding up is by company or close corporation itself;
  • Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
  • Certified ID copy of signatory (active director (company) or member (close corporation)/company secretary/representative)
  • Power of attorney – if representative
  • Fee – R80.00 (plus a penalty of R150.00 if not lodged within a month after the meeting). For the bank account details, click here.
•  Voluntarily wind up
  • complete form CoR40.1.
  • CM25a or CM25 plus notice of the meeting;
  • Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
  • CM100 – Statement of Company Affairs
  • Certified ID copy of signatory on the CM 26 (active director/company secretary/representative)
  • Power of attorney – if representative
• Wind up the company or close corporation by court order
  • complete form CoR40.1.  
  • Letterhead of person submitting court order indicating contact details of person submitting it and customer code (preferable); and
  • Copy of court order.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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When is the liquidation process considered final?

If an entity is listed under statuses such as Voluntary Liquidation, Provisional Liquidation, or Final Liquidation, this indicates that the liquidation process is still ongoing and has not yet been completed.

The process is only regarded as final once the Master of the High Court issues a JM11 certificate, which serves as official confirmation that the liquidation has been concluded. Following this, the Companies and Intellectual Property Commission (CIPC) will update the entity’s status from its liquidation phase to Dissolved.

For further information or detailed updates on the finalisation of a specific liquidation, customers should contact the Office of the Master of the High Court responsible for overseeing that entity’s liquidation.

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

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

Chapter 6 of the Companies Act 2008 (Act 71 of 2008) provides for the efficient rescue and recovery of financially distressed companies, in a manner that balances the rights and interests of all relevant stakeholders.  All businesses that are financially distressed and want to take a decision to start rescue proceedings can file a notice to start business rescue proceedings with the CIPC.

Business rescue can be initiated by:

• The board of directors;
• By an application to court when the business is financially distressed;
• Various affected persons by application to court (including shareholders, creditors, registered trade unions and employees).

The decision by a board to pass a resolution for business rescue needs to be done urgently to enable the business rescue practitioner to take control for the purposes of having a business rescue plan approved and thereafter implemented.

A business rescue practitioner will be appointed to oversee and supervise on a temporary basis the management, affairs and business of the company and to devise, prepare, develop and implement a business rescue plan.  The plan will be implemented if approved by creditors and shareholders to the extent that the rights of the shareholders will be affected.

A director or a member would have a duty to consider passing a resolution for a company’s business rescue or alternatively resolve to wind up or liquidate as soon as he or she becomes knowingly aware that the company is either:

• financially distressed or
• is trading in insolvent circumstances (both factually in that its liabilities exceed its assets, and commercially in that it cannot pay its debts to creditors as and when they fall due

During the company’s business rescue proceedings, each director of the company:

• would continue to exercise the functions of a director subject to the authority of the practitioner duly appointed
• must assist the practitioner that is expected to operate the company and to continue to run its business
• may delegate any power or function to the practitioner duly appointed that would have full management control of the company in substitution for its board and pre-existing management.

Important:  No liquidation proceedings must have commenced against the company when a decision is taken to start business rescue proceedings. Only applications that must be filed by CIPC in terms of Chapter 6 of the Companies Act, 71 of 2008 must be filed via the authorised platforms.  CIPC does not read, file or store, other matters of business rescue e.g. minutes of creditor meetings, correspondence between affected parties or attorneys.  Submitting such documents negatively impacts the ability of CIPC to effectively and efficiently process matters that must be submitted to it.  If further documents or information is required regarding the administration of business rescue, CIPC will request such directly from the practitioner or company or close corporation.

File for business rescue

File Notice of Commencement of Business Rescue Proceedings (form CoR123.1) or court order commencing business rescue proceedings:

Application may only be submitted via New E-Services by capturing the required form information and uploading the relevant supporting documents.  Once submitted, the service will provide a reference number (or previously called a tracking number) and refer the information and documents, for back office review and approval.  The application will only be regarded as filed, once back office have confirmed or approved the submitted information and supporting documents.  It should be noted that the submission of the information via the authorised platform, does not constitute filing.  Filing only occurs once back office has confirmed the information and supporting documents meets the relevant legal, process and submission requirements.

Click here for the step-by-step guide for registering as a customer via New E-Services.

Click here for step by step guide for business rescue proceedings via New E-Services.

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

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

File and Publish Notice of Appointment of Practitioner

Within five days after the date of board resolution and submitting the CoR123.1 with supporting documents to CIPC via the authorised platform (and receiving a confirmation letter from CIPC that the company or close corporation has been placed into business rescue), the company or close corporation must appoint a person who qualifies to be a business rescue practitioner, in good standing of the professional accredited by the Commission and has been licensed by the Commissioner as a business rescue practitioner.

Click here for the step by step guide for registering as a customer via New E-Services.

Click here for the step by step guide for licensing as business rescue practitioner via New E-Services.

Click here for the step by step guide for notice of appointment of a business rescue practitioner via New E-Services.

Click here for the CIPC service standards. Service Standards is dependent on payment for the transactions being made.

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

File a status report with CIPC

If business rescue proceedings are not concluded within 3 months, or within the time extension granted by court, the business rescue practitioner must file monthly report updates with the CIPC and to the court, in the case of a court-ordered business rescue process, until the proceedings are concluded. The Practitioner must file a status report  with CIPC after three months by utilizing the New E-Services platform. It should be noted that the submission of the information via the authorized platform does not constitute filing. Filing only occurs once back office has confirmed the information and supporting

Click here for the step-by-step guide for filing of status reports.

NB: Lodgment of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart ID copy must be lodged.

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

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

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

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

• In the first instance:
  • Where a company merges with another with the aim of retaining one of the merging companies. Eg. Company X merges with company Y with the aim of retaining company X.
  • In this instance, company Y must apply for deregistration but not necessarily for company X (as it will be the operating business).
  • A new MOI may not be necessary, but optional.
• In the second instance:
  • Where two or more companies merge with aim of creating a new company. Eg. Company X merges with company Y with aim of creating a new company Z.
  • In this instance, company X and Y must deregister and register company Z. A new MOI is compulsory. 

Amalgamation or Merger may only be registered manually.

To apply the following supporting documents must be included in your e-mail:

Complete the following forms relating to incorporation:

• • CoR 89 ( Notice of Amalgamation or Merger)
  • CoR15.2 ( if changing MOI)
  • CoR15.1A, 15.1B or Own MOI,
  • CoR14.1
  • CoR14.1 Annexure A and CoR9.4  (if registering a new company)

The following supporting documents must be included:

• • Certified identity copy of applicant and directors
  • Letter authoring deregistration of company
  • Signed Agreements form the Merging companies (confirming that all Assets, securities have been transferred to the remaining company)
  • Special Resolution containing minutes of the meeting held when changes take place
  • Statement declaring that the company is solvent

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

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

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

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

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

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

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

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

To convert  the following supporting documents must be included:

• Complete form CoR15.2.
• Certified copy of the written resolution or minutes of the meeting at which the decision to amend was taken
• Certified copy of ID of signatory (active director/company secretary or representative)
• Power of attorney – if representative
• Certified copy of ID of applicant

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

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

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

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

To convert Submit documents the following supporting documents must be included in your e-mail:

• CO-OP 1
• CO-OP 6.4
• Confirmation notice of name reservation – CoR9.4 (if applicable)
• Certified identity copy of members
• Power of attorney (if applicable)
• Proof of payment
• A sworn statement by a person who acted as the chairperson of the general meeting:
  • that the meeting has passed a resolution authorising the conversion of the company into a co-operative of the required kind and form;
  • that the meeting was specially convened to consider the resolution; and
  • that the chairperson has satisfied himself or herself that proper notice of the meeting was given to the members of the company;
• A copy of the resolution and reasons for the conversion
• Proof of the company registration
• Certified copies of the company’s memorandum and articles of association/Memorandum of Incorporation
• One copy of the proposed new co-operative constitution
• Certified copy of the company’s latest audited financial statements
• A schedule containing the full names and addresses of the company, the number and class of shares held by each one of them in the company and the occupations of the members
• A schedule containing the full names and addresses of the directors of the company
• A schedule stating the extent of the company’s interest in other companies.
• Written notice of at least three months of the proposal has been given to each known creditor who has a claim exceeding one thousand rands

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents, a green bar-coded/ smart  ID copy must be lodged.

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

Appointment of CCs as Accounting Officers

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

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

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

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

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

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

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

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

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

Recognised Professions for Accounting Officers

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

1. The South African Institute of Chartered Accountants (SAICA)
2. Auditors registered in terms of the provisions of the Auditing Profession Act, 2005(CA)
3. The Southern African Institute of Chartered Secretaries and Administrators (ICSA)
4. The Chartered Institute of Management Accountants (CIMA)
5. The South African Institute of Professional Accountants (SAIPA)
6. THE IAC who have obtained the Diploma in Accountancy (IAC)
7. The Association of Chartered Certified Accountants (ACCA)
8. The Chartered Institute of Business Management (MCIBM)
9. The South African Institute of Business Accountants (SAIBA)
10. The South African Institute of Government Auditors (SAIGA)
11. South African institute of taxation (SAIT)

Steps to appoint an Accounting Officer

To appoint or effect changes to the Accounting Officer the following supporting documents must be included in your e-mail:

• Complete the CK2A form. (signed by ALL active members and the accounting officer)
• Certified identity copy of applicant
• Certified ID copies of all members and resigning members
• Change in accounting officer – attach a consent letter to the appointment reflecting the practice number of accounting officer
• Certified copies of passports of asylum seeker  – No temporary resident documents will be accepted as valid confirmation of identity.
• Where the CC has more than one member all members should provide certified ID copies, including the person who will be lodging on behalf of others.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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All companies (including external companies) and close corporations are required by law to file their annual returns within a certain period of time every year. CIPC will remind companies and close corporations annually to file their annual returns provided that CIPC has the correct electronic contact information of directors and members.

An annual return is a statutory return in terms of the Companies and Close Corporations Acts. Failure to file annual returns results in the CIPC assuming that the company and/or close corporation is not doing business or is not intending doing business in the near future. Non-compliance with annual returns, beneficial ownership declaration and AFS/FAS will lead to deregistration, which has the effect that the juristic personality is withdrawn, and the company or close corporation ceases to exist. Active directors of companies and active members of close corporations may still be held liable for actions taken during their tenure and while the company or close corporation was in business.

When filing the annual return, the company or close corporation MUST also file its latest Beneficial Ownership declaration as well as its Audited Financial Statements (AFS) or Financial Accountability Supplement (FAS).

• Companies have 30 business days from the date when annual returns become due to file annual returns before they are considered non-compliant with the Companies Act.  Late filing will result in penalties being incurred.
• Close corporations have, from the first day of its anniversary month up until thereafter, to file annual returns before they are considered non-compliant with the Close Corporations Act. Late filing will result in penalties being incurred.
• Annual returns can only be filed electronically by clicking here. Alternatively, it can be filed via e-Services.

Close corporations that are required to be audited as per the Companies Act, 2008 or regulation 28, must file a copy of the latest approved Audited  Financial Statements on the date that they file their annual return with CIPC.

Close corporations that are not required to have their financial statements audited, may elect to voluntarily file their audited or reviewed statements with their annual returns.  If such close corporation chooses not to file a full set of financial statements, they must file a financial accountability supplement with their annual return.

Steps to file your annual financial statements

• For filing audited financial statements or reviewed financial statements, please click here, complete the required fields and attach a PDF copy of your audited financial statements.
• To file a financial accountability supplement, click here and complete the required fields.

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

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

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

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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

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

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

• Part A relates to changes in respect of the name of the CC or the nature of the business.
• Part B relates to changes in respect of membership details.
• Part C relates to a person ceasing to be a member.

For a member amendment, include the following supporting documents with the signed CK2:

• Certified ID copy of applicant
• Certified ID copies of all members and resigning members
• Certified copies of passports for non-citizens of South Africa.
• As per Notice 51 of 2024 please submit proof of transfer of the members’ interest in the CC, indicating the place and date of the transfer and must be signed by a witness. Please include the name and surname of the witness.

• If the document is not submitted by one of the members, attach a mandate or power of attorney from the members to submit on behalf of the CC.

• In case of death, please add the Letter of Executorship and certified copy of the executor’s ID and not a death certificate.  On the page for persons who cease to be members the executor must complete the details of the deceased member and sign.
• Should one of the members not be available to sign the CK2 or refuse to sign the CK2, the CC will have to get a court order to make any changes.

Appointing a Trust as a member of a CC

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

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

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

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

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

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

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

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

Trust ceases to be a member of the CC

A manual CK2 must be submitted, with the details of the trust and representative trustee completed on the page for “persons who cease to be members”. The trust must submit a resolution signed by all the trustees of the trust to confirm that the trust has transferred all its members’ interest and now ceases to be a member of the CC. If there is only one trustee, a letter from the beneficiaries will be required.  

How to change representative trustee

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

Please submit as supporting documents:

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

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

Deceased representative and the trust remains a member

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

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

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

Deceased representative and the trust resigns as a member

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

1. Death certificate of deceased representative
2. New Letter of Authority
3. A signed special power of attorney by each of the trustees appointing one of them as the representative of the trustees for purposes of holding and dealing with the member’s interest in the close corporation concerned;
4. The trust must submit a resolution or letter signed by all the trustees of the trust to confirm that the trust ceases to be a member of the CC.   A letter from the beneficiaries of the trust is required if there is only ­one trustee.

E-mail the completed, signed manual CK2 together with all supporting documents to This email address is being protected from spambots. You need JavaScript enabled to view it. for processing.

To apply for changes to the membership details of a close corporation electronically, click here. You will be redirected to another page where you must enter your customer code details. i.e username and password and accept the terms and conditions of use. After that navigate to Transact, > Amend CC Member Details and follow the on-screen instructions to complete the process of member amendment.

Click here for the CIPC service standards.

Queries shall be lodged by submitting an enquiry via the following emails as listed HERE.

Click here for step-by-step guides for Member Amendments. The step-by-step guide is listed under the Companies and Close Corporation

A close corporation may only change its financial year-end once during a particular financial year.  A close corporation may not choose a financial year-end that will result in the total financial year being more than 18 months.  A close corporation may choose to shorten its financial year in which instance there is no minimum applicable.

Fee: R30.

Apply for Financial Year End Change electronically click here

Steps to change the address of the close corporation

1. Click on “On-line Transacting” and then on “Company and Close Corporation Address Changes“;
2. Login using your Customer Code and Password and follow the prompts;
3. Go to “Co & CC Address Change”;
4. Type in the registration number (year/sequence/type) at the Enterprise Number field and click “Validate”.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm the registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click “Continue”.
5. Complete the indicated mandatory fields, Effective Date, E-mail Address, Postal and Physical Addresses and click on “Lodge”.  Please note that the “Effective Date” for close corporations can be any date from the date of lodgment.
6. The next screen will indicate that the address change has been lodged, and provide you with a tracking number.
7. The confirmation will be e-mailed on the indicated effective date.

Fee: Free

To change the address of the close corporation click here

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

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

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

Where the CC has more than one member, all members should provide certified ID copies, including the person who will be lodging on behalf of others.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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Deregistering/Closing a Company

A company or close corporation (CC) may be deregistered when it has stopped operating and has no assets, or when the remaining assets are insufficient to pursue liquidation. The company, CC or an authorised third party may submit a deregistration request.

The CIPC may automatically initiate deregistration when two or more successive annual returns are outstanding. The system will then refer the entity for deregistration and issue notifications via registered mail or electronic channels using the contact details on record.

Important: Companies and CCs are responsible for ensuring their contact details with the CIPC are accurate and up to date. The Commission cannot be held liable if notifications are not received due to outdated information.

Deregistration Requirements

A company or CC may apply for voluntary deregistration only if:

• A company or CC has ceased all business activities and has no assets, or
• Due to inadequate assets, there is no reasonable prospect of liquidation, or
• The entity never traded and has no outstanding liabilities.

Voluntary deregistration applications can be submitted through any of the following online platforms:

• BizPortal
• e-Services
• Self-Service Terminal

Note: Before applying, the company or CC must ensure that all affairs are properly finalised.

• Directors and members should note that they may be held personally liable for any unresolved obligations after deregistration.
• A creditor, service provider, or any other third party cannot apply for voluntary deregistration without a formal mandate from the company or close corporation.

Voluntary Deregistration Process (Two Steps)

Step 1: Application Submission

Once the application is successfully submitted, the entity’s status will change to Deregistration Process.

Step 2: Notification and Objection Period

The CIPC will issue notifications to all active directors, members, and relevant stakeholders to allow time for objections.

Final deregistration will proceed only if no valid objection is received within the prescribed period.

Before You Apply

The applicant must confirm that:

• All assets and liabilities have been settled, including obligations with SARS, Banks, the Central Supplier Database, and any other institutions.
• Director or member details are accurate. If updates are required, file a CoR39 (companies) or CK2 (close corporations).
• At least 50% of all active directors or members have agreed to the voluntary deregistration.
• The status of the entity on BizPortal is correct.

Objecting to a Voluntary Deregistration

An objection may be submitted at any time before final deregistration through any of the CIPC online platforms.

The objector must provide:

• The reason for the objection
• Supporting evidence
• A certified ID or passport copy of the objector

Note: All objections are reviewed by the CIPC back office. An objection does not automatically cancel the deregistration.

If a dispute arises, it must be referred to the appropriate forum, such as the Companies Tribunal or any legally recognised dispute-resolution body.

Where to Submit Deregistration or Objection Applications

Applications for voluntary deregistration or objections can be submitted via:

• BizPortal
• CIPC e-Services
• Self-Service Terminals

NB: It is a criminal offence to submit false information to the CIPC. If detected, the Commission may revoke the transaction and reinstatement status.

What is Reinstatement?

Reinstatement refers to the process of reviving a company or close corporation that has been deregistered due to Annual Returns non-compliance. Reinstatement is vital for companies that still need to continue operations or address legal obligations. Here’s what you need to know about when and how to apply for reinstatement, including the eligibility criteria and necessary steps.

When to Apply for Reinstatement:

Final Deregistration Status: When the company or close corporation has reached a final deregistration status (AR Final Deregistered or Deregistered).

NOTE

Deregistration Process: When the company or close corporation does not file Annual Returns for two years it will be placed under deregistration process status, this means that your company will remain suspended to conduct any form of business until you file Annual Returns and/or Beneficial Ownership declarations.

To file Annual Returns, use the following platforms:

– BizPortal: Visit www.bizportal.gov.za.

– E-Services: Go to annualreturns.cipc.co.za.

– Mobile App: CIPC mobile application.

– Self Service Terminal

REINSTATEMENT REQUIREMENTS

For a company to be eligible for reinstatement, it must meet the following criteria:

1. The company or close corporation must have been in business or possessed economic value at the time of final deregistration.
2. Maintain evidence of business activity or economic value must be kept, however, do not submit it with your application.

Note: If your company or close corporation was not operational or lacked economic value at the time of final deregistration, consider registering a new company once a new business opportunity arises. To register for a new company at the cost of R175.00 click here

NB: It is a criminal offence to submit false information to the CIPC. If detected, the CIPC may revoke the transaction and reinstatement status.

Who May Apply for Reinstatement

1. Any interested person, including the company or close corporation itself, creditors, or others requiring reinstatement for legal proceedings.
2. In the event where the application is brought by someone other than the company or their representative, obtaining a court order is advisable for reinstatement. It is advisable that the court order must also contain a directive compelling the company to comply with its legal obligations stipulated in the Companies Act, failure of which the court order will be implemented but the company will be referred back for annual return deregistration.

Steps for Reinstatement

Step 1: Check Status: Verify the status of your company or close corporation on BizPortal.

Step 2: Assessment: Determine whether the company was operational or held economic value at the time of final deregistration.

Step 3: Apply electronically. Prepare necessary documents, submit information, and pay R200 using card payment on any of the available electronic platforms:

• BizPortal
• e-Services
• SSC

Step 4: File Outstanding Annual Returns: After processing, ensure all outstanding annual returns and/or beneficial ownership declarations are filed.

NB: Ensure that CIPC has your correct contact details and updated company or close corporation information to ensure that you receive SMS or email notifications to file Annual Returns in the month it becomes due.

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

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

The liquidation may come about:

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

Voluntary Winding up of a company or CC

Solvent company

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

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

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

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

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

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

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

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

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

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

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

• Voluntarily liquidate
  • Register as a Customer click here
  • complete form CoR40.1.
  • Security – JM12 or consent to dispense with security – if winding up is by company or close corporation itself;
  • Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
  • Certified ID copy of signatory (active director (company) or member (close corporation)/company secretary/representative)
  • Power of attorney – if representative
  • Fee – R80.00 (plus a penalty of R150.00 if not lodged within a month after the meeting). For the bank account details, click here.
• Voluntarily wind up
  • complete form CoR40.1.
  • CM25a or CM25 plus notice of the meeting;
  • Certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
  • CM100 – Statement of Company Affairs
  • Certified ID copy of signatory on the CM 26 (active director/company secretary/representative)
  • Power of attorney – if representative
• Wind up the company or close corporation by court order
  • complete form CoR40.1.
  • Letterhead of person submitting court order indicating contact details of person submitting it and customer code (preferable); and
  • Copy of court order.

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged. 

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When is the liquidation process considered final?

If an entity is listed under statuses such as Voluntary Liquidation, Provisional Liquidation, or Final Liquidation, this indicates that the liquidation process is still ongoing and has not yet been completed.

The process is only regarded as final once the Master of the High Court issues a JM11 certificate, which serves as official confirmation that the liquidation has been concluded. Following this, the Companies and Intellectual Property Commission (CIPC) will update the entity’s status from its liquidation phase to Dissolved.

For further information or detailed updates on the finalisation of a specific liquidation, customers should contact the Office of the Master of the High Court responsible for overseeing that entity’s liquidation.

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

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

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

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

• Main Form: Form Cor 18.1 Application to convert a close corporation to a company
• Secondary Form :A Memorandum of Incorporation for the company to be formed (CoR15.1.A or CoR15.1 B or customized MOI) – cost is R100.00 or R400.00 depending on MOI.
• Original or certified copy of the written resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to convert was taken.
• Form CoR39 to appoint initial directors.
• Certified copy of ID/passport copy of directors, Certification must be less than 3 months, Smart-ID copy certified on both sides.
• Certified copy of ID of applicant.
• Written statement in the form of a letter that the close corporation is not in liquidation or engaged in business rescue proceedings.
• Form CoR21.1 if a change in registered office is to be made.
• Form CoR25 if a change in financial year-end is to be made – R100.00
• Form CoR44  if a change in auditor or the appointment of an auditor
• Form CoR44 if a change in company secretary or the appointment of a company secretary
• Form CoR44 if a change in audit committee members or the appointment of an audit committee
• Form CoR9.4 (reserve a name) if a change of name must take place upon conversion – R75.00 for manual reservation and R50.00 for electronic name reservation.

Registration Requirements

Application

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

Statutory Changes

• In the instance where the close corporation intends to amend other statutory information of the close corporation, the following forms are required to be filed with the CoR18.1, together with the prescribed fee:
  • Change in registered office – CoR21.1
  • Change in financial year end – CoR25
  • Change in auditor or the appointment of an auditor – CoR44
  • Change in company secretary or the appointment of a company secretary – Co44
  • Change audit committee members or the appointment of an audit committee – CoR44
  • Change in name – CoR9.4 (reserved name) or CoR9.1 but it is advisable to file with the name already approved.

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

Name

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

Effect of Conversion

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

Accounting Officer

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

Annual Returns

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

Registration Process

Only filed manually

The following supporting documents must be included:

• The original written resolution or statement of consent
• Certified identity copy of the applicant
• Certified copied of the identity documents of all the incorporators and the directors

NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.

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