PRACTICE NOTE 2 OF 2022 AND
CERTIFICATION REQUIREMENTS
FOR DOCUMENTS WITH THE CIPC
JULY 2024
General
• Practice Note 2 of 2022
• Specifically applicable to all documents submitted to the
CIPC for companies, close corporations and co-operatives
Content of this presentation is a simplification of legal concepts and purpose is only to provide
guidance to what CIPC expects for purposes of CIPC processes – therefore, no legal reliance can be
placed on the content of concepts or broader application with other organizations
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Practice Note 2 of 2022
Not older than 3 months
• Stamp or
• Hand written
• Must have a date
Must state copy of original
document – or similar
phrase/confirmation
• Stamp or
• Hand written
Practice Note 2 of 2022
One document per page
• Not multiple passports or id documents on one page
• All parts of the passport or id document must be on
one page
If foreigner with SA ID document – NO FAV
to be done since person reflects on the
records of DHA
Any person other than a person with SA ID –
asylum seeker, temporary resident, foreign
national – FAV to be done since information
cannot be assured against DHA
Practice Note 2 of 2022
Commissioner of Oath
• Full name and Surname (identification)
• Signature (identification)
• Business Address (traceability)
• Designation (authority to certify)
• Date
Police officials
• All the Commissioner of Oath requirements
• Additional: rank and rank number
• Usually two stamps on document
Bank Officials
• All the Commissioner of Oath requirements
• Additional: Employee number and branch
address (or name)
Practice Note 2 of 2022
International Certified
Documents
• Refer to sections below
Language
• Since CIPC officials need to assure the
document, it must be in English. If in any
other language, a translation must be
provided with the documents
Certification - General
• The Commissioner of Oaths takes responsibility for a document that is certified by confirming that
the (i) document is a true copy of the original and that (ii) the person (ID copy / signatory of affidavit)
appeared before him/her in person.
If any fraud takes place with such document, the Commissioner of Oaths that certified it can
be held liable (personally) as they confirmed it was correct by certifying the document.
• The Commissioner of Oaths certify documents to confirm that it is a true copy of the original – which
they need to see before certifying a document.
• Commissioner of Oath may not commission or certify a document to whom he/she has an interest
– Thus person whose ID/passport is presented cannot certify his/her own document as a true copy of
the original.
– Also CIPC do not allow a family member or spouse to certify
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Certification – South Africa
• Who can certify documents?
– A person who was appointed as a Commissioner of Oaths by Department of Justice.
• Example of persons who can be appointed:
• All members appointed by the South African Police Force
• Attorney
• A Notary
• Accountant
• Advocate
• Certain individuals in clerical/ admin positions at South African Post Office
• Clerk of the Court
• Etc.
– There is a more extended list Gazetted: GN 903 in GG 19033 of 10 July 1998
• Or a person may apply and be granted the authority (ex officio)
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Certification - CIPC
• Commissioner of Oath
– Wording that “True copy of the original” or similar wording
– Identifiable (full names and surname and Signature)
– Traceable (address – physical not postal)
– Designation (authority)
– Date (not older than 3 months)
• Common challenges experienced by CIPC
– Only surname instead of full names and surname
– Illegible (either poor visibility of stamp or scanning quality)
– No address
– Documents not on a single page
– No date
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Notary
• A Notary Public, often referred to simply as a notary, is an individual officially licensed by a
governmental body to perform specific actions related to legal matters or documents
• Role of a Notary Public:
•A Notary Public is a specialist attorney who possesses in-depth knowledge of certain legal acts
and the prescribed processes
•Legally empowered, a notary can:
•Officially witness signatures
•Take statements
•Certify the validity of documents
•They also just not certify that document is a true copy of the original but also that the person
signing is who he/she say they are
• Notarized documents carries a higher evidentiary weight than a normal certification
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Notary – South Africa
• This is done by a Notary Public, which is an attorney admitted and authorized by the High Court of
South Africa. A Notary witnesses the signature of certain documents, draw and attest to contracts and
statements and authenticate the validity of certain documents.
• A document certified by a Notary will have a stamp or a seal to that effect and will in most cases be
accompanied by a certificate confirming the Notary’s credentials. Can be electronic or a seal.
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Notary - CIPC
• Notary
– Wording that “True copy of the original” or similar wording
– Identifiable (full names and surname and Signature)
– Traceable (address – physical and not postal)
– Notary or Notary Republic (authority)
– Seal
– Date (not older than 3 months)
• Common challenges experienced by CIPC
– Seal is illegible
– Seal is in another language and therefore cannot confirm what it is
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Apostille
•
o Purpose: An Apostille is specifically used for documents that need to be recognized internationally. It
verifies the authenticity of a public document issued in one country and intended for use in another
country.
o Applicability: The Apostille process is governed by the Hague Convention of 1961, which simplifies
the certification of public documents across participating countries.
o Issuing Authority: The Competent Authority in the country of origin (where the document was issued)
provides the Apostille certificate.
o Verification: The Apostille verifies the legitimacy of the person signing the document and the official
stamp or seal on it.
o Attachment: The Apostille is physically attached to the original document, usually by a ribbon or other
means.
o Examples of Documents: Birth certificates, marriage certificates, police clearance certificates, and
other public documents often require an Apostille for international use.
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WEBINAR
RE-INSTATEMENTS
JULY 2024
ANNUAL RETURN FINAL DEREGISTRATION
Final Deregistration
Any finally deregistered company or AR Final Deregistration
close corporation may be re-instated
(same requirements) January 2024
www.bizportal.gov.za
Status description: AR Final Deregistration
• Not voluntary final deregistration
How to determine status: BizProfile
• www.bizportal.gov.za / login / BizProfile
Current final deregistration date: 19 January
to 23 January 2024
• Over 1.7 million final deregistrations
Companies and Close Corporations only – not
co-operatives
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What Now?
• Confirm status of the company or close corporation
– www.BizPortal.gov.za / login / BizProfile
– If AR final deregistered or Deregistered, can apply for re-instatement
– If any other status, cannot apply for re-instatement
• Determine whether economic value in name of business AND can proof
economic value of business
– If economic value – re-instate
– If no economic value – new company registration
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What Now?
Name of companies and close corporations Administrative protection – not legal
finally deregistered January 2024 for Annual
Thereafter, any customer/person may reserve the
Return non-compliance is protected for 6-
name
month period after final deregistration
Deposit / money -
Deposit made / money in customer account • Use for re-instatement process
but finally deregistered? • Use for new company registration
• Request refund
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What Now?
• Did not yet the CoR40.3, CoR40.4 and/or Final Deregistration Notice?
– Contact details of directors or members are outdated
– Use contact details of a service provider
– After re-instatement update director / member detail – CoR39 or CK2
– Directors must provide their own contact details not that of service
providers
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RE-INSTATEMENT
Re-instatement Requirements
• Confirm status
• MUST had economic value on date of final deregistration
• Example of proof -
– Bank statements (most common evidence)
– Immovable property - Windeed / Letters from land registry
– IP rights e.g., Trade Marks – Extract from Trade Mark registry
– Shares – Letter / notification from issuer of shares that company or close
corporation hold shares
– Outstanding liabilities – e.g., letter / notification from SARS that
credit/rebate or outstanding tax liabilities
– Lease agreement – must indicate parties and one of the party must be the
company or close corporation AND must not have expired
– Assets – e.g, car then statement of financier or confirmatory letter or
notice from Department of Transport
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Re-instatement Requirements
Principle
Proof must originate from an independent third party to the company or close
corporation
Need clarification
Log enquiry by emailing [email protected]
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Who May Apply For Re-instatement
• Section 82(4) of the Companies Act - any interested person may apply to re-
instate a company or close corporation
• Only company or close corporation or its duly appointed representative may
–
– File annual returns;
– File Beneficial Ownership Declaration / security register etc.
– File AFS/FAS
– Third parties do not have such information, and therefore cannot complete
re-instatement process since all annual returns and other documents
MUST be submitted to complete the process
• Third parties, must apply to court
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Steps For Re-instatement
1 2 3 4 5 6 7
Step 1: Step 2: Step 3: Source all Step 4: Deposit Step 5: Submit Step 6: Submit Step 7: Ensure
Determine Assessment as the required funds – R200 application and and pay (file) all that all
status (AR Final to economic documentation (must reflect in all supporting outstanding director,
Deregistration) and information customer code documentation annual returns,
value at time (for re- AS A SINGLE E- address etc., is
of final before sending [email protected] latest AFS/FAS updated
instatement, e-mail) MAIL to re- and BO
deregistration annual returns,
[email protected]
instatements@ci
[email protected]
AFS/FAS and pc.co.za with all
beneficial attachments in
ownership) PDF (no WORD,
Excel, or another
e-mail)
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Steps for Re-instatement
• Court order to be e-mailed to [email protected] for service
and recordal
• Important -
– Advised that court order must also mandate company or close corporation
to bring all obligations up to date within a period of time
– Failure of which, company or close corporation will be placed back into AR
deregistration for non-compliance
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Re-instatement Resources
• Re-instatement requirements
– https://www.cipc.co.za/?page_id=1355 / Select the Type of enterprise /
Changes to Management, Admin & Governance / Re-instating a company
– Practice Note - https://www.cipc.co.za/wp-
content/uploads/2022/02/Practice_Note_1_of_2022_Re-
instatement_requirements_v1.0.pdf
• CIPC banking details
– https://www.cipc.co.za/?page_id=976
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Re-instatement Resources
• Beneficial Ownership user guide
• https://www.cipc.co.za/?page_id=4447 / Beneficial Ownership / User
Guide
• Beneficial Ownership Webinars
• https://www.youtube.com/watch?v=ZqBWg1EdpBw
• TheCIPC on YouTube
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Annual Return Resources
• Annual Return step by step guide
– Step-by-step-guide-on-how-to-file-AR_v4.0.pdf (cipc.co.za)
• Annual Return Webinar
– https://www.youtube.com/watch?v=fUhE5QgBxWM
– theCIPC YouTube channel
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COMMON REASONS FOR NON PROCESSING OF RE-
INSTATEMENTS
Common reasons for non processing of
Re-instatements
• Total application size (e-mail and attachments) exceeds 6 MB
– must be less than 6 MB
• Insufficient funds (R200) at the time of indexing/tracking the application
– must have R200 available at all times until indexed
• Customer code illegible
– Clearly indicate for example zeros and o’s, and small caps L’s, I’s and
one’s.
• Company or close corporation name does not correspond with registration
number on the CoR40.5
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Common reasons for non processing of
Re-instatements
• Some or all the attachments are not in PDF
– The system only accepts PDF documents (no Word, Excel, JPEG, WinZip
files or e-mail attachments are excepted) and cannot download from links
and other sites. Ensure that all attachments are in PDF only.
• The application submitted in multiple e-mails
– Must be submitted as a single e-mail
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Common reasons for non processing of
Re-instatements
• Identity documents do not comply with the requirements of Practice Note 2 of 2022
– click on the link - Submissions.indd (cipc.co.za).
– The Commissioner of Oaths MUST be identifiable (full name and surname),
designation (Attorney, Ex Officio), and traceable (physical address). The date of
certification must also be clearly indicated and may not be older than 3 months.
• Poor scanning quality of scans
– Ensure that the scanning quality is of decent quality and the content is legible
upon processing. The entire content must be easily readable.
• No mandate
– If the application is not submitted by the company or a close corporation itself but
by its representative, then the Mandate must be included.
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Common reasons for non processing of
Re-instatements
• Insufficient evidence that company or close corporation was conducting business at the
time of final deregistration
– Examples of possible proof -
• Bank statements (most common evidence)
• Immovable property - Windeed / Letters from land registry
• IP rights e.g., Trade Marks – Extract from Trade Mark registry
• Shares – Letter / notification from issuer of shares that company or close corporation hold shares
• Outstanding liabilities – e.g., letter / notification from SARS that credit/rebate or outstanding tax liabilities
• Lease agreement – must indicate parties and one of the party must be the company or close
corporation AND must not have expired
• Assets – e.g, car then statement of financier or confirmatory letter or notice from Department of
Transport
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INCIDENTAL INFORMATION
Incidental Information
• The submission of the Annual Return Information together with payment
should have been made before final deregistration. Mere timeous payment
or deposit of fee is not regarded as filing of Annual Returns. If payment or
deposit was made, but company or close corporation was finally
deregistered, the company or close corporation may be re-instated provided
it meets the process and document requirements.
• If Annual Returns were filed, but not the latest Beneficial Ownership
Declaration, such must be filed separately failure of which CIPC may initiate
an investigation against the company or close corporation and issue a
compliance notice.
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Incidental Information
• Technical questions on Beneficial Ownership must be logged via the CIPC
enquiry system (https://enquiries.cipc.co.za) – Department Corporate Legal
Services, and the Category Beneficial Ownership.
• Names of companies and close corporations which were finally deregistered
between 19 and 23 January 2024 for Annual Return non-compliance, will be
administratively protected for a period of 6 months only. After the expiration
of the 6 months the name will become available for other customers to
reserve.
• If identical name registered – name objection process with Companies
Tribunal (not CIPC)
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Incidental Matters
• Refund of deposits must be logged via the CIPC enquiry system
((https://enquiries.cipc.co.za) – Department Finance, and the Category
Refund
• Technical questions on Annual Financial Statements / Financial
Accountability Supplement must be logged via the CIPC enquiry system
(https://enquiries.cipc.co.za) – Department Companies and Close
Corporations, and the Category Financial Statements or iXBRL fault logging.
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How to stay in the Know
• Follow CIPC only any of its social media platforms
• Refer to the CIPC website regularly www.cipc.co.za
• Check your company, or close corporation status regularly
– www.bizportal.gov.za / login / View BizProfile
• CIPC online director training course
– https://www.cipc.co.za/?page_id=10431
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How to stay in the Know
• Keep your company, or close corporation information easily
accessible – e.g.,
– Welcome Letter
– Registration Certificate
– All filing confirmations (and content)
– Financial records
– Minutes of meetings
– Share registers
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LEARN-i-BIZ
https://www.cipc.co.za/?page_id=10431
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THANK YOU
