How to convert a close corporation (CC) to a private company with CIPC

Converting a Close Corporation (CC) to a Private Company in South Africa involves a process with the Companies and Intellectual Property Commission (CIPC). Here’s a step-by-step guide to help you with the conversion:

  1. Draft a Special Resolution: Prepare a special resolution that states the intention to convert the CC to a private company. The special resolution should be signed by all the members of the CC.
  2. Obtain a CoR9.4 Form: Obtain a CoR9.4 form from the CIPC. This form is used for the conversion of a CC to a private company. You can download the form from the CIPC website or visit their offices to collect a physical copy.
  3. Complete the CoR9.4 Form: Fill out the CoR9.4 form with the required information. You’ll need to provide details about the CC, such as its registration number, registered name, and financial year-end date.
  4. Prepare a Memorandum of Incorporation (MOI): Draft a Memorandum of Incorporation (MOI) for the new private company. The MOI sets out the rules and regulations governing the company. You can use the CIPC’s standard MOI template or consult with a legal professional to customize it according to your needs.
  5. Pay the Required Fees: Calculate the applicable fees for the conversion and make the payment to the CIPC. The fees may vary, so it’s best to check the current fee schedule on the CIPC website or contact their offices for accurate information.
  6. Submit the Documents: Gather all the necessary documents, including the completed CoR9.4 form, special resolution, and MOI. Submit these documents to the CIPC along with the payment proof for the fees.
  7. Verification and Processing: The CIPC will verify the documents and process the application. They may request additional information or documentation if required. The processing time can vary, but it typically takes a few weeks.
  8. Confirmation of Conversion: Once the conversion is approved, you will receive a confirmation from the CIPC. The CC will be deemed converted into a private company from the effective date mentioned in the confirmation.
  9. Update Business Information: Update your company’s records and inform relevant stakeholders about the conversion, such as shareholders, employees, and financial institutions. Update your company’s bank account details, tax registration, and any other relevant registrations.

It is important to note that legal and financial implications may arise during the conversion process. It’s advisable to consult with a qualified legal or financial professional who can provide guidance tailored to your specific circumstances.