If you would like any assistance with changing the directors or shareholders on your company, please use the following link:
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We at SwiftReg look forward to assisting you. We have a dedicated call center 021-595 44 33 (available during business hours) alternative please browser our website on [ Ссылка ] for more services.
And now for the video script... :)
Many companies will find themselves in a situation where they need to change their directors or shareholders or even both. There are many reasons for needing to make these changes such as the sale of the company, a change in the management of the company or even death. Whatever the reason there a number of important points to consider.
First, I’m going to talk about Director changes. Director changes must be lodged and registered with CIPC. All company directors are required by law to act in good faith and the best interests of the company using care, skill and diligence. If a director is found to not be acting in this way he or she can be held personally liable for any losses directly attributable to their actions or lack thereof.
The process which guides the appointment and removal of directors is laid out in the Memorandum of Incorporation or MOI. Most companies registered in South Africa use the standard MOI as drafted by CIPC in accordance with the new Companies Act.
The standard MOI states that the term of a director is indefinite and that there must be a minimum of one registered director at all times; so this means that if you’re the only director you can’t resign. Another important point to consider is that resigning as a director does not invalidate any personal guarantees such as surety, so it is essential to take this into consideration before resigning as once you are no longer a Director, you may have little or no say in how the company is run and may not have access to the accounting details.
The process of changing the directors involves 4 elements: minutes, mandates, IDS and a power of attorney and we take care of all of these. It is important to note that the effective date of the appointment or resignation of directors is the date the directors minute the decision and not the day CIPC finalises the Cor 39.
Log on to our website, select Director changes and simply capture the data online, upload the IDs and the Limited Power of Attorney and settle with either an EFT or credit card. We will then process the transaction and the completed CoR 39 should be emailed to you within a few working days, depending on CIPC.
Whilst the Shareholders are the owners of the company, it is the responsibility of the Directors to minute any shareholder changes update the company register and sign the new share certificates. When share certificates are printed they need to be signed by each director in order to be validated as the original certificates. They must all be numbered in a sequential order and each certificate must include the distinctive numbers (for example from 1 – 20 and from 21 to 40) and type of shares owned by each shareholder on that certificate. There can be no duplications, fractions or a portion of the distinctive shares range on a share certificate.
I have made a detailed video of the implications of issuing, transferring and allotting shares, should you wish to know more about this topic.
To make changes to your shareholders log on our website and select Director and Shareholder changes. For shareholder changes we have 2 options; the regular option which most of our clients use and Sharevault which is for frequent or bulk users who need to keep accurate online company registers, such as accountants. Capture the information and make your payment and we will issue new share certificates (which must be signed by all directors to be validated), an updated company register and minute the changes.
Should you wish to do both director and shareholder changes simultaneously the process is slightly different as it requires an upfront discounted payment. Once we have verified the proof of payment new buttons are activated under your past purchase for you to continue capturing the process as per normal.
Once you receive your completed share certificates or CoR 39 it is your responsibility to notify the relevant authorities such as the Banks, SARS or Government tender departments.
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