Companies and Intellectual Properties Commission

Companies and Intellectual Properties Commission (CIPC)

The Companies and Intellectual Properties Commission (CIPC) was formed by the amalgamation of the Companies and Intellectual Property Registration Office (CIPRO) and the Office of Companies and Intellectual Property Enforcement (OCIPE), with effect from 1 May 2011, in line with the effective date of the Companies Act, No 71 of 2008. 

The CIPC must amongst other things monitor compliance with the Act, receiving or initiating complaints concerning alleged contraventions of the Act, investigate complaints, issuing compliance notices and where necessary referring alleged offences to the National Prosecuting Authority.

The Commission must also promote education and awareness of company and intellectual property law and therefore releases information and guidance notes to assist the public on the implementation of the Companies Act. 

The CIPC released the following additional information to assist in the application and implementation of the Companies Act.

The CIPC can issue guidance to the public by issuing explanatory notices outlining its procedures or publishing non-binding opinions on the interpretation of any provisions of the Act in terms of section 188(2)(b) of the Companies Act, 2008. 

Other notices:  The CIPC continuously publishes notices for clarification and improved service delivery. 16 February 2012 - Filing of Financial Statements for 2012 – 2013 (201 PDF) 25 January 2012 - Lodging of financial statements (237 PDF) 16 January 2012 - Service delivery standards (308Kb PDF)  16 January 2012 - Private company online registration (137Kb PDF) 10 January 2012 - CIPC Clarification on company hijacking (206Kb PDF) 14 December 2011 - Electronic requests for changes in directorships (electronic CoR39) (185Kb PDF) 13 December 2011 - Close corporation registration discontinued (175Kb PDF)

Non-binding opinions:  The following non-binding opinions has been issued:  2 April 2012 Non-binding opinion - Guidance on the interpretation of the provisions of the Companies Act, 2008, on the limitation of listing debt instruments on the JSE by private companies and the consequential effect of such listing (457Kb PDF) 22 December 2011 Non-binding opinion  -  Guidance on the interpretation of the provisions of the Companies Act, 2008, and the Regulations in relation to the rights offers in respect of listed securities (690Kb PDF) 12 December 2011 Interpretation of Section 11( 3) (b) read with section 65 (12) and 15 (2) (a), (3)of the Companies Act, 2008, in relation to the use of "RF" in the name of a company (670Kb PDF) 2 November 2011 Non binding opinion- Interpretation of section 16(9) of the Companies Act, 2008, in relation to the date on which an amendment of a Memorandum of Incorporation of a company takes effect and the meaning of "filing"  (833Kb PDF) 1 July 2011 Non binding opinion -  Interpretation of section 45 of the Companies Act, 2008, in relation to the provision of financial assistance by a company to another company that is related or inter-related (838Kb PDF) 30 June 2011 Non binding opinion on various items (548Kb PDF)

Explanatory notes:  The explanatory notes provide detail on how the forms should be completed. Explanatory note CoR15.1A – Completion of Notice of Incorporation and MoI for Private company using the Short Standards form (112Kb PDF) Explanatory note CoR15.1B – Completion of Notice of Incorporation and MoI for Profit company using the Long Standards form (123Kb PDF) Explanatory note CoR15.1C – Completion of Notice of Incorporation and MoI for Non Profit Company (without members) using the Short Standards form (112Kb PDF) Explanatory note CoR15.2– Completion of Notice of Amendment of Incorporation (64Kb PDF) Explanatory note CoR15.3 – Completion of Notice of Alteration of MoI (63Kb PDF) Explanatory note CoR15.4 – Completion of Notice of Translation of MoI (58Kb PDF) Explanatory note CoR15.5 – Completion of Notice of Consolidation of MoI (55Kb PDF) Explanatory note CoR18.1 – Application to convert a Close Corporation (76Kb PDF) Explanatory note CoR31 – Notice of Board Resolution to Convert par Value Shares (56Kb PDF)

Guidance notes: Guidance note 3 of 2012 – Re-instatement of Companies and Close Corporations (783Kb PDF) Guidance note 2 of 2012 – Application for deregistration of Companies and Close Corporation (260Kb PDF)  Guidance note 1 of 2012 – Change of financial year end (208 PDF) Guidance note 1 of 2011 – Registration of special resolutions under the Act (242Kb PDF) Guidance note 2 of 2011 – Guidance on forms to be completed for registration of companies (1,1Mb PDF) Guidance note 3 of 2011 – Requirements for amendment of external companies details (125Kb PDF) Guidance note 4 of 2011 – Conversion of company to a close corporation no longer allowed (143Kb PDF) Guidance note 5 of 2011 – Vetting and registration of prospectuses (176Kb PDF) Guidance note 6 of 2011 – Conversion of pre-existing companies limited by guarantee in terms of Companies Act 71 of 2008 (221Kb PDF)  Guidance note 7 of 2011 – Conversion of close corporations to companies in terms of the Companies Act, 2008 (441Kb) Guidance note 8 of 2011 – Conversion of par value shares in terms of Companies Act 71 of 2008 (439Kb)

Practice notes: Practice note 1 of 2011 – Postal and Physical address requirements (147Kb PDF) Practice note 2 of 2011 – Deregistration and Re-instatement procedure (318Kb PDF) Practice note 3 of 2011 – Reproduction and distribution of forms (184Kb PDF) Practice note 4 of 2011 – Incorporators(175Kb PDF) Practice note 5 of 2011 – Directors' contact details on CoR14.1 Annexure A and CoR39 (118Kb PDF) Practice note 6 of 2011 – External Company Detail (202Kb PDF) Practice note 9 of 2011 – Use of customer codes on CoR14.1, CoR15.2, CK1 and CK2 (226Kb PDF) Practice note 10 of 2011 – Procedures in relation to amendments of Auditors or Company Secretary (200Kb PDF) Practice note 11 of 2011 – Procedures for amendment of e-mail addresses for password changes to amend an electronic CoR39 (243Kb PDF)

CIPC FORMS: The forms are available for download on the CIPC website.  Due to the fact that certain requirements of the Companies Act, 2008 is applicable to Close Corporations, certain of the forms will also apply to Close Corporations. Comparison between old forms versus new forms for Close Corporations (88Kb PDF) Comparison between old forms versus new forms for Companies (105Kb PDF)

For any operational CIPC issues please refer to the CIPC page on the Members in Small and Medium Practices page.