Company Amendments
at CIPC

A special resolution will be required from all the shareholders listed in the company as changes need to be updated on the Memorandum of Incorporation document as well.

The following forms will be required to process the Company Name Change at CIPC (we will assist you with the full amendment process):

1. COR 9.4 – Confirmation of new company name reservation (we prepare this for you)
2. COR 15.2 – Notice of amendment of Memorandum of Incorporation (we prepare this for you)
3. Special Resolution to approve the name change, signed by all shareholders of the company (we prepare this for you)
4. Power of Attorney – Authorisation letter from the company to an agent to authorise the agent to deliver the name change documents to CIPC and to sign on behalf of the company (we prepare this for you)
5. Certified copies of ID’s
6. When the registered COR 15.2 (notice of amendment of MOI) is received, we will request a certificate of name change from CIPC.

*Please note that as the Director of the Company, it is your responsibility to update all company records as well as SARS of name change.

2.1) Amendment of Registered Address of the Company

The registered company address of the company will be amended on the company registration documents at CIPC.

(We assist with the full procedure!)

2.2) Amended Address of the Director(s):

The director address will be amended on the CIPC documents, this will be both the physical and postal address.

(We assist with the full procedure!)

The following forms will be required:

1. COR 21.1 – Application to change the address
2. Resolution form completed and signed by the directors (we will provide you with the template)
3. Certified copy of the director’s IDs.

*Please note that as the Director of the Company, it is your responsibility to update all company records as well as SARS of the company address changes.

Director amendments can be classed under 3 different types of amendments: appointment, resignation, and detail amendments.

3.1) Resignation / Removal of Director:

Resignation, the respective director may resign from the company at his/her own free will.

Forceful Removal, in this case the director in question is not willing or able to resign from the company. The resignation will be able to take place should the application meet the terms and conditions of CIPC.

3.2) Appointment of Director:

A new director may be added to an entity at any time, bearing in mind that the company is compliant and the director does so at his/her own free will.
The following forms are required:

1. Power of Attorney – Authorisation letter from the company to an agent to authorise the agent to deliver the director change documents to CIPC and to sign on behalf of the company (we prepare this for you)
2. Extract of minutes (we prepare this for you)
3. COR 3.9 – Director information (we prepare this for you)
4. Certified copy of ID

*Please note that as the Director of the Company, it is your responsibility to update all company records as well as SARS of the Director changes.

A conversion amendment allows for the CC (Closed Corporation) to be converted to a PTY (Private Company) with the updated documents from CIPC.

To lodge with CIPC Amendment:

a) COR 18.1 – Application to convert the company (we prepare this for you)
b) Power of Attorney – Authorisation letter from the company to an agent to authorise agent to work on behalf of the company or applicant (we prepare this for you)
c) Certified copy of ID – of the directors that have signed on the Power of Attorney
d) COR 15.2 – Notice of amendment of MOI (we prepare this for you)
e) Special resolution by all shareholders (we prepare this for you)
f) Cover page for the Memorandum of Incorporation
g) New Memorandum of Incorporation (only to be done by an attorney)
h) COR 39 – Reflecting new directors (we prepare this for you)

The company will need to be compliant before any amendment will be accepted by CIPC. Thereafter, a name reservation will need to be done whereby the name options will be assessed by CIPC. Should the names not be already registered or infringe on an already registered name, the name will be cleared by CIPC by means of a CoR9.4. The company will then need to apply for an updated Memorandum of Incorporation (MOI) reflecting the new name.

Although possible, the removal of the director without their consent must be done following the provisions of the Companies Act, 2008 (“the Act”).

The grounds or reason for a director will differ from case to case. Many will be voluntary resignation and/or retirement. Illness and death are also seen as grounds for resignation of a director. And then there are the more formal reasons, such as bankruptcy, disqualification by the Court, or a breach of service contract. The reason for a director’s removal will dictate which procedure the company should follow.

A revised Memorandum of Incorporation should be requested each time there is one or more amendments made to the company information listed at CIPC.