Registered address conundrum

Section 23(3) of the Companies Act, 71 of 2008 (Companies Act) states that each company or external company must continuously maintain at least one office in the Republic of South Africa and this address of its office, or its principal office if it has more than one office must be registered with the Companies and Intellectual Properties Commission (CIPC).

What changed?

During 2011 in a court case¹ relating to business rescue, Judge Binns-Ward found that “a company’s registered address must be the address of an office maintained by the company and not the office of a third party”.

Following the judgement the CIPC released Practice note 2 of 2012 in which they stated that companies should no longer use another address as their registered office but should ensure that the CIPC records reflect the registered office as the address where the administrative business of the company is conducted.

In February 2024 the CIPC released Practice Note 1 of 2024 setting out additional requirements where CIPC will in future require certified evidence of the registered address or principal office of companies. This is to ensure the correctness and reliability of the submitted information.

The evidence will be required in future with the following applications, effective from 1 March 2024:

• Registration of external companies (form CoR20.1 and supporting documentation),
• Submission of long standard form MOIs for profit companies (form CoR15.1B and supporting documentation),
• Submission of long standard form for non-profit companies without members (form CoR15.1D and supporting documentation ) and long standard form for non-profit companies with members (form CoR15.1E and supporting documentation),
• Conversion of close corporation to company, (form CoR18.1) and
• Transferring the registration of foreign company to South Africa (form CoR17.1 and supporting documentation).

Valid proof of address

To clarify the requirements of what would be accepted as valid proof of address, Notice 10 of 2024 was released setting out the documents  that will be accepted for physical address confirmation by the CIPC.

For company addresses, accounts or statements, must be either in the name of the company or an active director and this includes municipal accounts, phone accounts, mortgages statements, bank statements, tax certificates, etc. These documents must not be older than three months.

Company records can however be kept at a different location and a company must inform the CIPC if their company records are not kept at the registered address by filing a form CoR 22 indicating the date of which the records are kept at the relevant address.

The Companies Amendment Act, 16 of 2024 includes the requirement that the CIPC will in future publish a notice on where a company’s records are kept, to assist in stakeholders accessing these records (Effective date still to be confirmed).

Conclusion

Accounting or auditing firms addresses can therefore no longer be the registered address of companies and close corporations. Directors / members / company secretaries are encouraged to update the entity’s registered address by filing a Notice of Change of Registered Office on Form CoR 21.1 in terms of section 23(3)(b) of the Companies Act.

For more information please contact your relevant Forvis Mazars partner / director and our Forvis Mazars company secretarial division can assist in submitting this application to the CIPC to ensure compliance with these requirements.

^{1_{Sibakhulu Construction (Pty) Ltd v Wedgewood Village Golf and Country Estate (Pty) Ltd 27956/2010) [2011] ZAWCHC 439 (16 November 2011)}}