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Amendments to Corporate Information

Unfortunately, it is a legal requirement that changes to most of the information, pertaining to enterprise registration, requires the submission of some-or-other form. There is, however, a rather limited subset of information that can be changed without having to submit a form. Along with the "limited subset", we thought it might be useful to also make certain "free" information available. This "free" information is not subject to any regulation and its main purpose is for you to supply additional information about your enterprise with a view to gaining increased exposure through the Internet.

  • Register Your Enterpirse
  • Registration Information
  • Login
  • Special Resolution Requirements
  • Allotment Of Shares – CM15 Section 93(3) Of The Companies Act 1973
  • Redemption Of Redeemable Preference Shares – CM19 Section 98 Of The Companies Act     1973
  • Acquisitions By A Company Of Shares Issued By It / Payments To Shareholders – CM14A     Sections 85, 87 & 90 Of The Companies Act 1973
  • Procedure
  • Company Liquidation - How to place a company in voluntary winding up

    Registration Information

    To be able to add or change information, that is linked to your enterprise, you must first register. This registration is merely a mechanism whereby we will ensure that only you can effect changes to your enterprise information. During registration you will be asked to provide a password and various contact information. The password, along with your enterprise number, will be used to gain access to the interface that will allow you to effect changes. The contact information will be used to verify your registration before your registration is approved.

    After successful registration, you will be able to add or change the following information: -

    Password The password that is used for logging into the change interface. Compulsory Information
    Telephone Area Code The area code used by the general public to contact your organisation.
    Telephone Number The phone number used by the general public to contact your organisation.
    Fax Area Code The area code used by the general public to send faxes to your organisation.
    Fax Number The fax number used by the general public to send faxes to your organisation.
    Email Address A contact email address used by CIPRO staff to keep you up-to-date with news about services being made available on this web site. This email address is also made available to the general public. Compulsory Information
    Docex Address If you have a docex address and would like to make it known to the general public, you can supply it here.
    Web Site Address (URL - Unique Resource Locator) If your organisation has a web site on the Internet and would like to make the URL available to the general public, you can add the URL here. The URL is shown as a hyperlink when viewing enterprise information.
    Additional Information Any information that you may think is relevant to promoting your organisation or any other general information that you would like to make available through this web site. Maximum of 1500 characters.
    Name of Responsible Person The name of the person, within your organisation, who is usually responsible for keeping this information up to date. This information is not made available to the general public but is used by CIPRO staff to verify that registrations are bona fide. Compulsory Information
    Contact Phone Number of Responsible Person This information is not made available to the general public but is used by CIPRO staff to verify that registrations are bona fide. Compulsory Information

    Login

    Use your enterprise number (without the slashes) and the password that you supplied during registration to gain access to the interface that will allow you to effect changes to your information.

    Please note: - Passwords ARE case sensitive. Thus, if your password is DingBat, supplying the password Dingbat, dingbat or dingBat will cause a login error.


    Enterprise Number Password

    Forgotten Your Password?
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    Special Resolution Requirements

    It relates to any changes to the existing name ,main business and object as well as amendments to the memorandum and articles of association of a company.

    Changes are done in accordance with section 199(1) and 200(1) Act 61 of 1973 as amended.

    1.  Change of Name, Translated or Shortened Name of a Company

    Forms Required Cost Description of Forms
    CM5 Must be Approved Application of Reserved Name
    CM9 (1 application and 2 certificates ) R30 Application of Change of Name
    CM7 (if applicable) R30 Registration of a shortened or translated name
    CM9A (1 application and 2 certificates) R30 Application of change of a shortened or translated name
    CM9B (if applicable) R5 Deregistration of a shortened or translated name
    CM26 R80 Contents of changes of the company
    Notice N/A If 21 clear days notice was given
    Notice plus CM25 N/A If less than 21 clear days notice was given
    CM25A N/A If no notice was given

    2.  Change of Main Object and Main Business

    Forms Required Cost Description of Forms
    CM26 R80 Contents of changes of company
    Notice   If 21 clear days notice was given
    Notice plus CM25   If less than 21 clear days notice was given
    CM25A   If no notice was given

    3.  Amendment to the Memorandum and Articles

    Description of Amendment Forms Required Costs Description of Forms
    Delete Conditions CM18 R20 Court order for Registration
    Conversion into Share Block CM26    
    CM9 R30  
    Notice   If 21 clear days notice was given
    Notice plus CM25   If less than 21 clear days notice was given
    CM25A   If no notice was given
    Approved CM5    
    New memorandum and articles of association    
    Conversion from a Share Block CM26 R80  
    CM9 R30  
    Approved CM5    
    Notice/notice plus CM25/ CM25
    New memorandum and articles of association
    Letter to confirm that no further shares have been issued or no waiver of rights
       
    Conversion from one type of company to another CM26 R80 Contents of the resolution
    CM45 R40 Certificate of incorporation relating to the conversion of one type of form of company into another type of form of company
    Notice   If 21 clear days notice was given
    Notice plus CM25 N/A If less than 21 clear days notice was given
    CM25A N/A If no notice was given
    New articles    
    Notice published in the government gazette, three weeks prior to the date of the meeting, except for the conversion from a private to a public with a share capital only    
    Increase of Capital CM26 R80  
    Notice    
    Notice plus CM25    
    CM25A    
    CM11 R5 for each R1000 of increasing Payment of fees on increase of capital
    Buy back of shares The articles of the company must allow the company to do that    
    A general authority by special resolution    
    CM14A    
    Statement by the directors in terms of Sec 85    
    Payments to shareholders The articles of the company must allow the company to do that R80  
    CM14A    
    Statement by the directors in terms of Sec 90    
    Reduction of par value of shares and stated capital CM26 (if authorized by the articles) R80  
    CM14A    
    Statement    
    Redemption of shares CM19   Notice of redemption of redeemable preference shares
    Special resolution in terms of section 98(2) of the Companies Act    
    Issues of shares CM15   Return of allotment of shares
    Special resolution in terms of section 82 of the Companies Act    

    Allotment Of Shares – CM15 Section 93(3) Of The Companies Act 1973

    A Form CM15 is a return form lodged by a company to notify the Registrar that it has allotted shares, stating the particulars of the nominal and previously issued share capital or stated capital and the number and description of the shares comprised in the allotment. The form must be lodged within one month after the shares were allotted otherwise a penalty of R150 must be paid.

    Allotment Which Has Become Void – CM16 Section 93(4) Of The Companies Act 1973

    A Form CM16 is a return form lodged by a company to notify the Registrar that the allotment of shares has become void. Reasons must be stated on the form why it happened, non-payment for shares or too much shares allotted and never paid for. The form must be lodged within one month after the date on which such allotment became void, but no penalty charged for late lodgment.

    Redemption Of Redeemable Preference Shares – CM19 Section 98 Of The Companies Act 1973

    A Form CM19 is lodged by a company to notify the Registrar that its redeemable preference shares have been redeemed. The articles of association of the company must contain the rights attached to the shares and also specify the manner and date of redemption. The form must be lodged within one month from the date of redemption but no penalty charged for late submission.

    Acquisitions By A Company Of Shares Issued By It / Payments To Shareholders – CM14A Sections 85, 87 & 90 Of The Companies Act 1973

    A Form CM14A is lodged by a company to notify the Registrar of the acquisition of or payments to shareholders done by the company. The articles of association must provide the power to buy-back shares and to do payments to shareholders. A Special Resolution required for a general approval or a specific approval. The statement by the directors regarding the adequacy of capital after the buy-back must be attached to the CM14A with lodgment in terms of section 85 of the Companies Act. The form must be lodged within 1 month from the date of acquisition but no penalty charged for late submission.

    Procedure To Verify Information On Above Forms

    CM15

    1. Verify name and registration number of the company.
    2. Item 1 – Check date of allotment, CM15 must be lodged within 1 month from the date of allotment.
    3. Item 2 – Verify authorized capital.
    4. Item 3 – Shares subscribed for in the memorandum – with incorporation.
    5. Item 4 – Verify shares previously issued from last CM15 on record.
    6. Item 5 – This is the new allotment.
    7. Item 6a, b & c – Shares allotted otherwise than for cash.
    8. Item 7 – Total issued capital at present.
    9. The CM15 must be signed by the director / manager or secretary of the company.
    CM16
    1. Verify name and registration number of the company.
    2. Item 1 - Verify authorized capital.
    3. Item 2 - Check previous issued capital from last CM15 on record.
    4. Item 3 – Particulars of allotment which has become void.
    5. Item 4 – Reasons for allotment becoming void.
    6. Item 5 – Total issued capital at present.
    7. The CM16 must be signed by the director / manager or secretary of the company.
    CM19
    1. Verify name and registration number of the company.
    2. Item A – Authorized and previous issued capital.
    3. Item Bi – Shares redeemed out of profits.
    4. Item Bii – Shares issued out of the proceeds of a fresh issue of new shares, a special resolution required if ordinary shares are issued in place of shares redeemed.
    5. Item C – New shares issued in lieu of shares redeemed.
    6. Item D – Capital after redemption.
    7. The CM19 must be signed by the director / manager or secretary of the company.
    CM14A
    1. Verify name and registration number of the company.
    2. Item 1 – Authorized capital.
    3. Item 2 – Previous issued capital.
    4. Item 3 – Payments regarding share premium account.
    5. Item 4 – Particulars of acquisition.
    6. Item 5 – Issued capital at present.
    7. The CM14A must be signed by the director / manager or secretary of the company.

    Company Liquidation - How to place a company in voluntary winding up

    Modes of winding up:

    1. A company may be wound up –
      1. by the court in terms of section 344; or
      2. voluntary in terms of section 349
    2. A Voluntary winding-up of a company may be –
      1. a creditors’ voluntary winding-up in terms of section 349 & 351; or
      2. a members’ voluntary winding-up in terms of section 349 & 350.
    The following are standard documents to be completed and lodged

    Documents Purpose Fees
    CM26 (in duplicate) Special Resolution R80.00 revenue, original stamped
    CM25A Waiver of notice -
    CM25 Waiver of period of notice -
    A COPY OF NOTICE TO SHAREHOLDERS MEETING To notify shareholders about the meeting to be held -
    JM12 LETTER (required in terms of members voluntary winding up) Proof for security that it has been furnished to the satisfaction of the Master, or the Master has dispensed with the furnishing of such security -

    Appointment of a Liquidator

    The following are standard documents to be lodged

    Documents Purpose Fees
    CM40 Appointment as Liquidator / provisional judicial manager/ judicial manager -

    How To Place A Company In Provisional / Final Liquidation/ Provisional Judicial Manager

    The following are standard documents to be lodged

    Documents Purpose Fees
    Court order (original signed dated and stamped) Provisional liquidator / Final liquidator / Provisional judicial management / Judicial management -

    How To Set Aside A Company From Liquidation

    The following are standard documents to be completed and lodged

    Documents Purpose Fees
    CM18 Order of court for registration R20.00 revenue, original stamped
    Court order original signed dated and stamped To set aside a liquidation of a company -

    How To Place A Company In Dissolution Status

    The following are the standard documents to be lodged

    Documents Purpose Fees
    419 (1) Certificate (issued by the Master of the Supreme Court original signed dated and stamped) Dissolution certificate -


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