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Before deciding to form a co-operative, you must first hold a formation meeting to settle on a shared purpose and agree to form one. To form a basic co-operative, there must. Free Consultation.
Overview Guides Docs Menu. Corne May 10, Share This Post. What is CoR CoR More To Explore. Corne September 14, How to Register a Co-Operative on CIPC in South Africa A co-operative can be defined as a business where a group of people come together on a voluntary basis to solve their common needs. Putting a strategy in place to deal with infringement before it happens should be part of your overall protection and commercialisation strategy. If you find your IP is being copied or used by someone else without your permission, there are a number of actions you can take.
Possibilities available to you can range from a letter of warning from you or your attorney — to court action. It is always best to seek professional advice. Whatever action you do take, pursue it vigorously and make sure any person infringing on your rights knows you are serious about protecting your IP.
Any delay could jeopardise your legal rights to take action. Owning IP is like owning physical property. It indicates to others that you have a claim on it, it deters others from infringing upon it and enables you to take legal action against those who do. When you trade over the internet, you are entering a global marketplace. Registration of a trade mark in South Africa does not give you any rights in relation to that trade mark overseas.
If you offer goods or services for sale on the internet, you could be sued for infringement in a country where someone else owns the trade mark. Be aware of the potential risks you face when trading over the internet.
You should seek legal advice on the best ways you can avoid or minimise those risks. Most importantly, you should seek legal advice if you receive notice from an overseas trade mark owner alleging that you are infringing their trade mark via the internet. Trade mark owners contemplating trading over the internet should consider applying for international trade marks.
It is compulsory for a co-operative to have an approved name before registration. For name reservation click here. Note : Name reservation for primary co-operative registration must be reserved on new e-services.
E-mail: companydocs cipc. 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. Written notice of at least three months of the proposal has been given to each known creditor who has a claim exceeding one thousand rand. It is compulsory to appoint an auditor upon registration of a co-operative unless an exemption has been obtained.
In order to appoint an auditor, download and complete form CO-OP4. In order to obtain exemption from the audit requirements for an initial period of three years, download and complete form CO-OP6. A constitution must be submitted as part of the application. Select a relevant model constitution from our website.
Download the constitution and complete all the blank spaces. The last page of the constitution must be signed by all the founder members of the co-operative. Please note that you need to keep your original constitution. Steps to effect changes to auditors, audit committee members, or company secretaries:.
Scan and e-mail the completed and signed documents together with supporting information to cor44 cipc. Please note that you have to be registered as a customer on our system in order to obtain the information that you require. Once processed, you will be billed for the amount and the request will be dispatched to you. Additional application forms and information are needed when a government department wants to be registered as a customer. Basic rule The Companies Act, and Close Corporations Act, do not currently allow CIPC to grant free access to its databases whether or not it is to the benefit of the government.
For more information about name reservations click here. Any for-profit company may be registered with or without a company name. If a reserved name is not included in the initial application, the company will be registered with its enterprise number. A name may be added at a later stage through a company name change amendment of MOI. A company name change requires an approved name reservation and a special resolution to effect a change to the Memorandum of Incorporation MOI.
An approved name may be transferred to another customer, provided that it has not yet been assigned to an existing entity and it is still valid. Only the owner of the customer code that was used to initially reserve the name can transfer such name to another customer. Means a governance document adopted by all members or prospective members of a co-operative, which sets out the objective policies and management of that particular co-operative.
The constitution of a Co-operative is the document that contains all the rules for how a Co-operative should be structured and managed. CIPC can provide you with a model constitution especially designed for co-operatives. You may use this model for your own co-operative or amend it to suit the requirements of your own co-operative. When registering a co-operative, two copies of the model constitution need to be handed in together with the application form CO-OP1.
The majority of infringing goods flooding the markets today are not manufactured in the country where the products are sold, and therefore must at some point make their way across borders. National provisions in line with international treaties, notably the Trade Related Aspects of Intellectual Property Rights TRIPS Agreement, provide the basic requirements for border measures, and equip customs authorities with the power to suspend release of infringing goods into the stream of commerce.
Right holders who have valid grounds for suspecting that they are faced with immediate or future importation of counterfeit or pirated goods are entitled to lodge an application for action with the competent customs authority. Legal provisions, which may be included in the national customs legislation concern details about transparency and due process with which such border measures must conform.
Establishing international standards for customs control is not an easy task. In addition, cooperation at the international level has become vital in this respect. Countries have started to cooperate in various ways, on regional levels or through bilateral agreements.
In addition, cooperation with industry, business associations and the private sector in general, has been identified as being tremendously important for further improving the efficiency of the customs authorities. Finally, in carrying out their tasks in examining and identifying infringing goods, and monitoring respective results, customs authorities also contribute to a better understanding and analysis of the constantly changing nature of pirated and counterfeit goods.
Civil remedies are not the only way of enforcing intellectual property rights. Most countries provide for criminal proceedings in cases of deliberate infringements or infringements done for commercial purpose or which have resulted in particular harm to the right holder.
Members are free to add criminal procedures for other infringements of IP rights, in particular if they are committed willfully and on a commercial scale. If a right holder finds out that their rights have been infringed upon in a manner that is criminal according to the applicable national law, he may contact the police or other competent authority. The right holder should be prepared to provide the authorities with all available information on the infringement.
The authorities will then decide whether to initiate action such as prosecution. An important first step for a right holder is the careful assessment of the alleged infringement. This examination should address a range of issues, such as whom the infringer is, the impact the infringement may have on his business, the seriousness and the extent of the infringement, or the question of repeated infringement.
Generally, it is advisable to seek advice and to try to settle the dispute at an early stage, if possible. In cases of non-voluntary infringements, an infringer may stop his action upon being informed of the illegality of his behavior.
The adequacy of a first notice, however, will depend on the circumstances of a particular case. If the right holder does not have sufficient reason for assuming an infringement, he could become liable for damages resulting from an unjustified warning and subsequent action. Again, the success of such a proceeding will strongly depend on the circumstances of the case. In addition, alternative dispute resolution ADR procedures are increasingly recognised as offering an effective means for settling disputes concerning intellectual property.
Often, it may be useful for the right holder to seek professional assistance from an IP attorney or agent before deciding on an appropriate course of action. In areas seriously affected by counterfeiting increasingly, mass-produced goods such as fashion, sportswear or pharmaceutical products and piracy such as music and software business right owners have formed such organisations in many countries.
In the area of copyright, collective management organisations may also be a contact point. In a number of cases, the right holder will decide to take legal action against the infringer.
In most jurisdictions, remedies that may be available to right owners such as injunctions, damages, or provisional measures, will be handled in civil courts. Because of the costs involved in civil litigation, it may be worth considering legal insurance policies in advance, where applicable.
Essentially, intellectual property rights are private rights. It is therefore the primary responsibility of the right holder to seek remedies in order to protect those rights. They must monitor the activities of competitors as well as developments in the marketplace, and take action to stop any infringement of rights or obtain recovery of losses. In serious cases, however, in particular when the infringement of IP rights is intentional and for commercial purposes, many countries will consider such infringements to be criminal, and therefore also provide for action to be taken by the respective authorities.
Accordingly, effective enforcement may require the involvement of a number of persons or entities, such as attorneys, judges, customs, police, prosecutors, administrative authorities, and, in the area of copyright, collective management societies.
In many countries, it may also be possible to obtain information and assistance through contacting national organisations or right holder associations concerned with fighting counterfeiting, piracy and other forms of intellectual property infringement. The MOI sets out the rules governing the conduct of the company, as specified by its owners. In addition, the Act allows for companies to add provisions to address matters applicable to that company, not addressed in the Act itself, but all provisions of the MOI must be consistent with the Act.
The Memorandum of Incorporation contains the following information:. Please see below a gap analysis report, presentation, and recording of a webinar meeting that was held on the 23rd of April and a specific one aimed at GRAP professionals held on the 4th of June We invite further commentary regarding the report from the public and other regulatory stakeholders.
You may forward comments and queries to xbrl cipc. Regulation 29 of the Companies Act , No. All companies including external companies and close corporations are required by law to lodge their annual returns within a certain period of time every year. An annual return is a statutory return in terms of the Companies and Close Corporations Acts. Non-compliance with annual returns may lead to deregistration, which has the effect that the juristic personality is withdrawn and the company or close corporation ceases to exist.
New directors may be elected by the board of directors when there is a vacancy or the company wishes to add directors. A vacancy on the Board arises if a director:.
A director may be appointed by a board of directors, unless the memorandum of incorporation requires a shareholder approval. 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:. To apply for a change to the registered address of the company click here. The office of a company is very important, as it is the address at which any legal documents will be served on the company. Print and complete the CoR Scan and e-mail the completed and signed documents together with supporting information to companychanges cipc.
It is mandatory for a public and a state-owned company to appoint an auditor and a company secretary. A public company must appoint its auditors and its company secretary upon incorporation or within 40 business days of incorporation. The company secretary may be appointed by the incorporators upon incorporation or subsequently by the directors of the company or through an ordinary resolution of the shareholders.
The appointed company secretary must be a permanent resident in South Africa. The company secretary does not have to be a natural person, but could also be a juristic person or a partnership, provided that the entities meet the requirements of the Companies Act, Auditors must be appointed upon incorporated by the incorporators or subsequently by the directors of the company within stipulated timeframes. In terms of section 92 of the Companies Act, , the same individual may not serve as the auditor or designated auditor of a company for more than 5 consecutive financial years.
If an individual has served as the auditor or designated auditor of a company for 2 or more consecutive financial years, and then ceases to be the auditor or designated auditor, the individual may not be appointed again as the auditor or designated auditor of that company until after the expiry of at least two further financial years.
If a company has appointed 2 or more persons as joint auditors, the company must manage the rotation in such a manner that all of the joint auditors do not relinquish office in the same year.
If a company has appointed 2 or more persons as joint auditors, the company must manage the rotation required by this section in such a manner that all of the joint auditors do not relinquish office in the same year. 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. For filing audited financial statements via XBRL please click here for information and instruction.
A public or state-owned company must have an audit committee consisting of at least three members, unless it is a subsidiary of another company with an audit committee that will perform the functions of the audit committee of the subsidiary. The audit committee members must be appointed upon incorporation by the incorporators or within 40 business days after incorporation by the board of directors.
Thereafter, the audit committee must be elected at each annual general meeting. Audit committee members must be directors of the company, meeting the requirements set out in regulations published by the Minister. The audit committee members must be non-executive and independent. Audit committee vacancies must be filled within 40 business days. Each patent document has a unique identifying number and includes a detailed description of an invention, usually with drawings, and information about the inventor and applicant.
Before applying for patent protection, you must make sure that what you have created is indeed an invention and does not fall in categories that are excluded from patent protection. Please note that the requirement for novelty means that the invention must be new at the priority date of the invention anywhere in the world — not known through written or oral public disclosure or through use. Therefore a search for novelty must include the patents granted or any other related publications abroad on national and international level such as European Patent Office, Patent Co-operation Treaty PCT published applications.
In order to perform patent search in the worldwide patent databases, go to www. Please bear in mind that this database is not yet complete, as not all patent documents are included. This is a journal published by CIPC on a monthly basis, and it contains information on patents, trade marks, designs and copyright in cinematographic films that exist in South Africa.
This Patent Journal is accessible upon registration through a link on the home page of the CIPC website or directly at www. The subscribers will be provided with a website link where they will be able to access the Electronic Patent Journal once it is published by CIPC. The publication date of the Patent Journal is the last Wednesday of every month. Please note that the cut-off date for submission of notices of acceptance will be the last Wednesday of the month prior to the month in which the advertisement will be published.
For example, the notices of acceptance for advertisement in the June Patent Journal must be submitted to CIPC from 30 April to 27 May , both dates inclusive. The notices of acceptance for advertisement in the Patent Journal must be submitted to CIPC in one of the following manners:. Some designs are necessitated by function and others are aesthetic.
Design is about the shape, form, pattern, ornamentation and configuration of a product or article for e. The process for applying for registration of your design involves a number of steps. You need to make sure you understand and complete each step so that your application can be processed quickly and easily.
Protection is afforded to aesthetic designs for one period of 15 years, and to functional designs for one period 10 years. Registered designs have to be renewed annually before the expiration of the third year, as from the date of lodgment. Although it is not compulsory to conduct a search to check the originality of the design or that the same or similar design is not registered — it is advisable to do so, before filing for registration.
A search can be conducted at the Design Registry Office in Pretoria. It could be done personally or by a patent attorney. Any natural or legal person can file a design application. The application must specify the person s entitled to be the owner s of the design registration. The person s entitled to be the owner of the design can be:. Where two or more people own interests in a design, they must apply jointly. The owner may be an individual, a company, a trust, an association or a partnership.
If the assets of a co-operative exceed R,00, the co-operative must follow a liquidation process. When a Co-operative is liquidated, its remaining assets and property will be distributed by a liquidator.
The members may decide to voluntarily deregister the co-operative at a general meeting. Print and complete form CR9.
Scan and e-mail or post the completed and signed documents together with supporting information to cooperativesonline cipc. Please note that full finalisation of de-registrations is dependent on statutory advertisement process which is in excess of 3 months. Click here to lodge an inquiry. Scan and e-mail the following to cooperativesonline cipc. Please note that full finalisation of deregistrations is dependent on statutory advertisement process which is in excess of 3 months.
Changes to the constitution may include changes to the objectives and business description, membership, loans to members, financial year end, surplus and bonus payments. The Co-operative Act states that Directors may not hold office for more than four years, so you would not be allowed to increase the term of office to five years, but you may reduce it to three years.
You may only change your constitution by taking a special resolution decision , which is a decision taken by at least two thirds of the members present at a general meeting. To apply for changes to the co-operative click here. However, since the implementation of the new Co-operatives Act, , all registrations have been done on a new computer system and all co-operatives are allocated a new registration number, which has a similar format to the registration numbers used by companies and close corporations.
Co-operatives that have the old registration number, can obtain a new registration number, by submitting a number of forms. This is required to obtain the most recent information of the co-operative. Once the forms are captured on the computer system, the details of the co-operative will appear on the CIPC website. It will therefore be available to anyone, e. To change the old co-operative registration number click here. The Registrar may not register any amalgamation, division, conversion or transfer of a co-operative unless the Registrar is satisfied that:.
Solvency relates to the assets of the company, fairly valued, being equal or exceeding the liabilities of the company. A company satisfies the solvency and liquidity test at a particular time if, considering all reasonably foreseeable financial circumstances of the company at that time.
Non-profit companies that are required to be audited in terms of the Companies Act Act 71 of 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:. 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:. 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.
Electronic application Apply here. Complete form D1 — Application and Acknowledgment. In case you experience difficulties in defining the classification index, you may apply to the Registrar of Design to do so upon payment of the prescribed fee R Form D2 : Register of Designs Complete and lodge in duplicate for manual filing only. Form D3 : Power of Attorney. Form D6 : Definitive Statement compulsory and Explanatory Statement optional except for integrated circuits layout, mask work, or series of mask works where the Explanatory Statement is compulsory Lodge in duplicate applicable only for manual filing.
The definitive statement should be a description of the features of the design for which protection is sought e. These could be 7 identical representations only 1 representation is required for e-filing , either drawings or photographs. Each drawing should be on an A4 paper, or each photograph mounted on A4 paper. Enclose different perspectives as applicable e. Important: Please note that multiple copies are not applicable to e-filing. Submit the design application and supporting documents by either posting the applications or dropping off the application in the drop-off box at the CIPC Self Help Terminals at Sancardia Mall, 1st floor.
As an alternative to applying for relief to a court, or filing a complaint with the Commission, a person who would be entitled to apply for relief or file a complaint in terms of this Act, may refer the matter to the Companies Tribunal, an accredited entity or any other person for resolution by mediation, conciliation or arbitration. If the Companies Tribunal or accredited entity has resolved, or assisted parties in resolving a dispute, it may record the resolution in the form of an order, and if the parties consent to that order, submit it to a court to be confirmed as a consent order.
The application for a consent order must be heard by the court. The court may make the order as agreed and proposed in the application, make changes to the draft order before making it an order of the court; or refuse to make the order. A confirmed consent order may include damages; and only when the confirmed consent order includes an award of damages that person can apply for an award of civil damages. A court may order the proceedings closed to the public if confidentiality is in the interest of the parties.
Please Note: The fee for a data extract and report will be based on the following rules: a Basic company information constitutes a single record. Scan and e-mail the completed and signed documents together with supporting information to liquidations cipc.
The following supporting documents must be included in your e-mail for winding up by the company or creditors:. Private or personal liability companies with a Public Interest Score PIS above 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. To apply for a change of external representative on external companies, the following documents must be submitted:. The application documents must be e-mailed to cor Filing annual financial statement via XBRL. Obligatory notification of CIPC for certain changes. 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.
Prepare supporting information CIPC will be unable to proceed with the changes unless the following supporting documentation is attached to the letter:. Tax clearance certificate or any other written confirmation from SARS that no tax liability is outstanding; Certified ID copy of any of the persons signing the letter wherein deregistration is requested; If a third party is applying for the deregistration, documentary proof must be submitted confirming the statement that: the company or close corporation is not carrying on business or is dormant and has no assets, or because of the inadequacy of its assets, that there is no reasonable probability of the company being liquidated If third party, the statement must be supplemented with sufficient documentary proof confirming the statement.
To cancel the de-registration of your business, follow these steps: Write a letter to CIPC The letter must clearly state the reason for objecting to the deregistration and such must be submitted to the CIPC before the date the company or close corporation is finally deregistered. No supporting documents are required to object to the deregistration.
E-mail the letter to deregistrations cipc. Solvency and reckless trading. Appointment, resignation and removal of auditors or company secretary. E-Services: Electronic Application for Appointment and Resignation of Auditors The office of an auditor may not remain vacant for more than 40 business days, while a company secretarial vacancy must be filed within 60 business days.
E-mail: cor44 cipc. Annual general meeting. Elect Directors, if required by the constitution Elect the supervisory committee, if necessary Decide on matters relating to the business and activities of the co-operative. Company Records. 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.
General, articles and news. Technical Aspects. Conversion to a Company or Cancellation of Registration as a Co-operative. A co-operative may apply to: convert into any other form of corporate of unincorporated body in accordance with the applicable legislation; and cancel its registration as a co-operative.
An application to convert may only be made if the board of directors has submitted a proposal to a general meeting, detailing the reasons for and the terms of the proposed conversion. A copy of the proposal must be attached to the notice of the general meeting and must be adopted by special resolution.
A declaration by the board of directors of the co-operative must be attached to an application establishing: compliance with the relevant provisions of the Co-operative Act and the constitution of the co-operative; and that the interests of creditors will be protected in accordance with section The registrar may require the board of directors to submit such proof as the registrar may require in any matter containted in the declaration by the board of directors.
If the registrar is satisfied that there has been compliance with the provisions of this Act, the registrar must: cancel the registration of the co-operative; and remove its name from the register of co-operatives As from the date on which the registration of a co-operative is cancelled: the co-operation cease to exist all assets, rights, liabilities, and obligations of the co-operative vest in the corporate body or unincorporated association of persons into which the co-operative has been converted it if it is by virtue of its constitution capable of owning property separate from its members; and if the co-operative is converted into a company, all members of the co-operative become shareholders of that company A co-operative can be converted to a company.
The conversion can be done manually. The following supporting documents must be included: A Memorandum of Incorporation for the company to be formed CoR A or CoR Click here for information on email addresses and requirements for submission.
Form CoR39 to identify the initial directors of the company. Form CoR Form CoR25 if a change in financial year end is to be made. Form CoR44 if an auditor for the company has been appointed. Form CoR44 if an audit committee has been appointed.
Form CoR9. 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. Liquidation Winding up or de-registering a co-operative. There are two reasons why you might have to wind up your Co-operative. The members may decide to do this at a general meeting in terms of section 71A of the amended Act.
If you do this, then you will need to complete form CO-OP10 to inform the Registrar of Co-operatives that the members have voluntarily decided to deregister their Co-operative. A Court or the Tribunal may order that a co-operative be wound up to wind up its business if it is unable to pay its debts, it appears just and equitable to do so and there is no reasonable probability that it will be able to pay its debts or become a viable co-operative.
Liquidation of a co-operative If the assets of a co-operative exceed R, 00, the co-operative must follow a liquidation process. Apply for voluntary winding up de-registration of your co-operative The following supporting documents must be included: Complete form CO-OP A copy of the notice convening the meeting and setting out the proposed resolution and the reasons therefore Power of attorney — if representative Liquidation or Winding up by Court Order Court order to commence winding up proceedings.
De-registration by order of the Minister of Trade and Industry The Registrar will notify the co-operative of liquidation or winding up proceedings. NB: Please note that full finalisation of de-registrations is dependent on statutory advertisement process which is in excess of 3 months E-mail: cooperativesonline cipc. Division of a Co-operative. The agreement must set out the terms of the division and how the division will be done, including the following: The provisions of the constitution of each co-operative Which members will become members of each of the co-operatives The manner in which the assets, rights, liabilities and obligations of the cooperative are to be divided between the co-operatives to be constituted by the division The business of each of the co-operatives constituted by the division and the area or sector in which they are to operate; and The name and address of the proposed directors of the co-operatives have to be constituted.
To divide a co-operative the following supporting documents must be included: CR1 — Application to register a co-operative CR4 — Notice of appointment of auditor OR CR8 — Application for exemption from full compliance with auditing requirements. A declaration by the directors of the co-operative being divided, establishing that the relevant provisions of its constitution have been complied with in approving the division; A declaration by the directors of each co-operative constituted by the division, establishing that there are reasonable grounds to believe that- the co-operatives to be constituted will be able to pay their liabilities as they become due; the realisable value of the assets of the co-operatives to be constituted will not be less than the total liabilities, share capital and reserves; and the interests of creditors will be protected in compliance with section Secondary co-operative must submit completed notice of appointment of an auditor form Form CO-OP4 Tertiary co-operative must submit completed notice of appointment of an auditor form Form CO-OP4 National Apex co-operative must submit completed notice of appointment of an auditor form Form CO-OP4 To appoint or effect changes to the auditors Within 15 days after the Annual General Meeting AGM , Category B primary co-operative must submit a completed notice of appointment of an independent reviewer form Form CO-OP4 , Category C primary co-operative must submit a completed notice of appointment of an auditor form.
Secondary co-operative must submit completed notice of appointment of an auditor form Form CO-OP4 Tertiary co-operative must submit completed notice of appointment of an auditor form Form CO-OP4 National Apex co-operative must submit completed notice of appointment of an auditor form Form CO-OP4 Scan and e-mail the completed and signed documents together with supporting information to.
Return relating to Directors. To lodge a return relating to directors the following supporting documents must be included: Complete the CO-OP 2 form Certified copy of ID document of old and new directors Minutes of the meeting where the decision was taken to remove or add directors.
Also indicate whether the Director also resigned as Founder Member, where applicable. The Minutes must be signed by all of the directors and be certified a true copy Certificate of Death if applicable NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa.
Changes to the board of directors. To appoint or effect changes to the auditors, follow these steps: Register a customer code If you are already registered as a customer and know your customer code and password, proceed to the next step. Deposit funds The number of Directors must at all times be within the minimum and maximum number of Directors as specified in the Constitution of the Co-operative. If you would want to increase or decrease the number of directors in the constitution, deposit R17,50 into the CIPC bank account.
The Minutes must be signed by all of the directors and be certified a true copy OR Death Certificate. Scan and e-mail completed and signed CO-OP 2 form, together with supporting documents to Co-op2 cipc. Submit Documents. Changes to the Co-operative Share Capital. To increase or decrease shares the following supporting documents must be included: Complete the CO-OP 6.
Certified identity copy of the chairperson of the meeting Power of attorney if applicable NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. Change of co-op address and location. Changes to the financial year end for co-operative. Changing the Constitution of the Co-operative As long as any changes to your constitution follow the Co-operatives Act and the principles of a Co-operative, you may change your constitution to suit your own requirements.
The constitution of a Co-operative can set a higher majority for a special resolution if the members wish to do so. The year-end may only change once annually by a maximum of six months earlier or later.
Members need to be informed that they are required to vote on the proposed change, so you need to send them a notice in advance about the meeting and the proposed change that will be voted on. The Co-operative must then submit the special resolution to the Registrar of Co-operatives so that their original constitution can be changed accordingly. The Registrar must register the change to your constitution, provided that it follows the Co-operatives Act and the Co-operatives principles and provided that your Co-operative has followed the correct procedure for making changes.
To change the Constitution of the Co-operative To change the financial year-end of co-operative follow the steps below: Register as a Customer For information on how to register as a customer see below To register as a customer for primary, secondary, and tertiary co-operative click here You may also follow a step-by-step guide.
To register as a customer for conversion and maintenance of a co-operative click here If you are already registered as a customer and know your customer code and password, proceed to step 2. Deposit funds Deposit R Changes to the name of the co-operative. To reserve a name click here For manual application and documents required the following supporting documents must be included: Complete the CO-OP6. Records to keep once a Co-operative has been Registered.
A registered co-operative must keep in terms of the Co-operatives Act, as amended, Section 21 the following at its offices: Its Constitution, including any amendments thereto. The minutes of General Meetings in a Minute Book. The minutes of meetings of the Board of Directors in a Minute book.
A Register of Directors setting out: i. Adequate Accounting Records, including records reflecting the transactions between each member and the co-operative for the purpose of calculating the patronage proportion. The co-operative must keep its accounting records for a period of five years after the end of the financial year to which they relate, in the case its main object involves its members conducting transactions with it.
Access to information of Co-operative Subject to the paragraph below, members of the co-operative may examine the records referred to in paragraphs above during normal business hours of the co-operative and may make copies thereof after payment of a fee. Subject to the Promotion of Access to Information Act, , the Board of Directors may, for a reasonable period of time, refuse information relating to any commercial transaction of the co-operative if there are reasonable grounds to believe that the disclosure may be to the disadvantage of the co-operative.
Where the constitution of a co-operative provides for the establishment of a supervisory committee, the supervisory committee must determine whether the Board of Directors is entitled to withhold information in terms of the paragraph above.
Conversion from a close corporation to company. To apply for conversion from a close corporation to company folow the steps below Main Form : Form Cor Form CoR39 to appoint initial directors. 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 CoR25 if a change in financial year-end is to be made — R 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.
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 CoR If CoR If the close corporation is changing its name with the conversion application, it is advisable to file the CoR9. A CoR9. All forms filed with the CoR Submit documents. Main Form : Form Cor Registration Requirements.
A valid customer code must be used and indicated on CoR Changes to the principal business of 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. A certified ID copy of the executor of the estate must also be attached. E-mail: manualck2 cipc. Membership changes. 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. The executor must sign the resigning page. To apply for changes to the membership details of a close corporation electronically, click here To apply for changes manually, the following supporting documents must be included: Complete CK2 form Certified identity copy of applicant Certified ID copies of all members and resigning members A written instrument 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.
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.
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 at date of the letter; and particulars of all the beneficiaries named in the trust deed, irrespective whether capital, income or other type of beneficiaries.
Changes to the close corporation name. To apply for a name change the following supporting documents must be included: Complete the CK2 form Letter of approved name Cor9.
Financial Statements. 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.
Appointment and resignation of accounting officers. 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.
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. Changes to the company share capital.
Companies that do have no par value shares, after the implementation of the Companies Act, on 1 May — May not authorise any more or new par value shares; and May not increase or subdivide par value shares. 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.
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.
Online payment of prescribed fee Filing changes to authorised shares has a prescribed fee of R Public offering of company securities Prospectus. See section 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 following documents must be included: Complete form CoR Conversion from one type of company to another.
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. To convert the following supporting documents must be included: Complete form CoR E-mail: moiamendments cipc.
Amalgamation or Merger of Companies. 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. 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. 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 CoR E-mail: COR89 cipc.
Business rescue. 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. E-mail: businessrescue cipc.
Other changes to the memorandum of incorporation. 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 CoR If a company wishes to amend any of its existing ring fencing provisions within its MOI, or wishes to include ring fencing provisions, a CoR Payment methods.
Co-operative registration only accepts Card payment method NB: Funds deposited into customer code will not be accepted. Apply for trade mark. Electronic application When applying for a Trade Mark, please note that you have to file a separate Trade Mark application for each international class of goods or services for which you would like to use your Trade Mark. For example, if you manufacture and also sell cars, you have to lodge two Trade Mark applications: One in class 12 for manufacturing of motor vehicles; and One in class 35 for selling of motor vehicle.
To identify the correct class for goods or services, view the International Classification of Goods and Services.
Take care not to put goods or services belonging in different classes on one Trade Mark application form. Should your application comply with all the formal requirements, and the required official fee has been received by the Office, the application will be allocated an application date and an official application number. All communications with the Office should at all times include the application number as reference Apply now Manual application Complete form TM1.
When applying for a Trade Mark, please note that you have to file a separate Trade Mark application for each international class of goods or services for which you would like to use your Trade Mark. Indicate the class in Field 51 of form TM1.
All communications with the Office should at all times include the application number as reference.
Click here for forms. Deposit funds IP. Trade Mark application: R for each class category Patent application: R60 for provisional patent application R for complete patent application or PCT national entry application Design application: R Copyright application: R For bank account details, click here.
Use your 6-character long customer code as a reference when making a deposit. Re-instating a company. CIPC will only re-instate a company or close corporation if: The company or close corporation was in business at the time of deregistration Sufficient documentary evidence in the form of bank statements for a period of six months before and six months after deregistration are required.
The benefits of registering a new company are: Cost-benefit, since reinstatement requires the payment for the filing of the reinstatement application R Who may apply for reinstatement: In terms of section 82 4 of the Companies Act, any interested person may apply to re-instate a company or close corporation.
Assessment Determine whether the company or close corporation was active at the time of deregistration or immovable property is registered in the name of the company or close corporation. A court order reinstating an entity is free of charge. The following supporting documents must be included in your e-mail: Submit form CoR E-mail to: re-instatements cipc.
Appointment, resignation or removal of 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. 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. A resolution of the board because it has determined that the director in question has become ineligible or disqualified in terms of section 69 of the Act, is unable to perform the functions of a director and is unlikely to regain that capacity within a reasonable time or has neglected or been derelict in the performance of the functions of a director.
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