Additional requirements for CC membership changes

From CIPC:
Kindly note that in addition to the requirements published in Guidance note 4 of 2012, an additional requirement is being introduced as part of improving controls relating to change of membership. The introduction of this requirement is also a way of improving the quality of CIPC’s data and protecting corporate information at our disposal.
The following control measures is applicable with effect from 1st of May 2013:-
A certified copy of notice of the meeting and an extract of the minutes signed by all
members of the CC where a resolution to appoint or remove a member was made must be lodged together with every CK2 application which involves change of membership.
Where the amendment is removal of an untraceable member, section 36 of the Close Corporation Act needs to be taken into account and a final court order indicating that the member being removed cannot be traced must accompany the application.
Sigh: You also need to keep in mind the following:

When any changes are made in respect of a registered close corporation, it is necessary to notify the Close Corporation Registration Office.

Changes may, for example, relate to membership (new members being added, resigned members, etc.) or changes regarding the accounting officer, or the postal address of the CC.

  • Changes must be recorded on the “Amended Founding Statement” – form CK2. The lodgment of this form can be done electronically on the CIPC website.
  • The CK2 form is made up of Part A and Part B and Part C.
    • 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. In case of death, please add executors letter and certified copy of the executors ID and NOT a death certificate.
  • When amending the founding statement (form CK2), a fee of R30.00 is payable for changes in respect of Part A, but no fee is payable for changes in respect of Part B.
  • Certified copies of ID’s of all the members of the CC and the applicant (person who is submitting the form on behalf of the members) must be submitted.
  • For changes in respect of the accounting officer or registered address, form CK2A must be lodged.
  • The CK2 form must be completed in black ink, using block letters.
  • The signed CK2 form must be submitted to the Close Corporation Registration Office in Pretoria. Please allow for 15 working days from processing.
  • When the changes have been processed, an original CK2 certificate, confirming the registration of the amendments will be dispatched.
  • No amendments are allowed on the form.
  • The electronic lodgment forms CK2 and CK2A forms is a hybrid lodgment system and requires a duly signed hard copy of the form, as submitted electronically to be lodged with CIPC (either by post or physically) before the lodgment would be complete. The signatures of the members or accounting officer, as the case may be, must appear on the copy of the form as lodged electronically and signatures appearing on any other form are not legally acceptable. Forms not properly signed accordingly will be rejected.
  • The printed and signed electronic lodgment of CK2 and CK2A forms must be submitted within 60 days from the date of lodgment on the website.
  • Electronic lodgments that were queried need to be corrected and re-lodged with a new tracking number, because the old tracking number would be systematically linked to the query. This will enable the Office to effect the necessary changes without any difficulties.
  • When a CK2 and CK2A are lodged manually and a query is raised on a CK2 that was lodged together with a CK2A, the CK2A will not be processed. Both applications will be sent back and necessary changes to a CK2 will need to be addressed before registering both applications, or a CK2A can be re-lodged separately.

Members of a CC

  • The members of a CC are the registered “owners” and are listed as part of the registration process.
  • Any changes in respect of the members of the CC must be notified to the Close Corporation Registration Office in Pretoria.
  • Non South Africans may be members of a CC, provided that their membership details are authorised by the Registration Office [Procedures to follow.]
  • A close corporation may have a minimum of one member or a maximum of 10 members. However there are no limitations in respect of the number of employees in a close corporation.
  • If the member of a CC is under 18, the registration document must be signed by a parent or guardian, and the capacity in which the parent/guarding is signing must be indicated (for example mother/father/guardian).

Signatures of members

The Close Corporations Act requires that an amended founding statement (CK2) must be signed by or on behalf of every person who:

  • becomes a member on registration
  • is a current member and any changes are registered
  • is a person who ceases to be a member or
  • is resigning as a member.

If an amended founding statement is signed on behalf of a current member, any person who becomes a member on registration or ceases to be a member, such amended founding statement may only be so signed if properly authorised by a written power of attorney. The bearer of the power of attorney must sign amended founding statement in his or her own name and the duly completed power of attorney (either a general power of attorney or a special power of attorney), must be lodged with the said amended founding statement.

It, therefore, follows that where it is obvious from the signatures on the amended founding statement that the above requirements have not been complied with, the Registrar of Close Corporations will reject such amended founding statement and require an appropriate power of attorney to be lodged.

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