Company Amendments

What are the different Company Amendments Types in South Africa?

There are different kinds of Company Amendments, for example:

• Name change;
• Change of address;
• Change of directors; and also
• Conversion of CC to Pty

1) Name Change

The name change amendment will require a special resolution by the shareholders – as this will mean a change to the Memorandum of Incorporation.

The following forms will be required (we will assist you with the full amendment process):

a) CoR 9.4 – Confirmation of approval of company name (we prepare)
b) 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)
c) Cor 15.2 – Notice of amendment of Memorandum of Incorporation (we prepare)
d) Special Resolution to approve the name change, signed by all shareholders of the company (we prepare)
e) Certified copies of ID’s
f) When the registered CoR 15.2 (notice of amendment of MOI) is received, we will request a certificate of name change from CIPC

*Client will need to advise SARS of name change
*Client will need to update company records

2. Change of Address of Company or CC

2.1) Change of registered address of the Company: (We will assist you with the full procedure)
This amendment is the change of a company’s registered address on the Company Registration Documents with CIPC.

2.2) Change of Address of the Director/s: (We will assist you with the full procedure)
This amendment is the change of one or more of the Directors’ physical or postal address with CIPC.
The following forms will be required:

a) CoR 21.1 – Application to change the address (we prepare)
b) Certified copy of ID
c) Resolution form passed by the directors (we prepare)

*Client will need to advise SARS of address change
*Client will need to update company records

3. Change of Company Directors or CC Members

There are two amendment options for removing a director, and there is also the amendment of appointing a new director.

3.1) Resignation / removal of director: (We will assist you with the full procedure)

i) In the case of a resignation of a director, the said director resigns out of free will.
ii) In the case of the removal of a director, the said director is either not willing or able to resign as director and can be removed if all terms and conditions of the CIPC are met.

3.2) Appointment of director: (We will assist you with the full procedure)

i) New directors can be appointed to a company if the said director accepts the appointment.

The following forms are required:

a) 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)
b) Extract of minutes (we prepare)
c) CoR 3.9 – Director information (we prepare)
d) Certified copy of ID

*Client will need to scan and email the documents
*Client will need to update company records

4. Conversion of a CC to Pty

This amendment will change your company type from Closed Corporation (CC) to Private Company (PTY Company). We will assist you with the full procedure.

To lodge with CIPC Amendment:

a) CoR 18.1 – Application to convert the company (we prepare)
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)
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)
e) Special resolution by all shareholders (we prepare)
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)

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).

Removal of a company director without his consent or without his co-operation must be done following the provisions of the Companies Act, 2008 (“the Act”). These provisions apply to anyone that holds a position of “director” in a company, whether that position is held formally or informally.

The removal of a limited company director may arise for any number of reasons, such as voluntary resignation or retirement, illness or death, 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.

At any time after a Company has filed its Memorandum of Incorporation, and subsequently filed one or more alterations or amendments to it, the Company may file a consolidated revision of its Memorandum of Incorporation, as so altered or amended.