CoR39: How to Change Company Directors with CIPC

What is the CoR39 form?

The CoR39 (Notice of Change of Directors) is the form prescribed by the Companies Regulations, 2011 for notifying CIPC that the board of a company has changed. Section 70(6) of the Companies Act, 71 of 2008 requires a company to file the notice within 10 business days after the change takes effect.

You need a CoR39 whenever:

• a new director is appointed (by the shareholders, or by the board where the MOI allows it);
• a director resigns;
• a director is removed by an ordinary resolution of shareholders or, in limited cases, by the board;
• a director dies;
• a director’s details change: surname, residential or postal address, ID or passport number corrections;
• a director’s designation changes, for example to or from alternate director.

The CoR39 applies to private companies (Pty) Ltd, public companies, non-profit companies (NPC), personal liability companies (Inc) and state-owned companies. Close corporations do not have directors. Changes to CC members are filed as a CK2 amendment instead.

The 10-business-day deadline

The clock starts on the effective date of the change: the date on the resolution appointing or removing the director, or the date a resignation letter was delivered to the company. Business days exclude weekends and public holidays, so in practice you have about two calendar weeks.

Why the deadline matters:

• Banks rely on the CIPC record. Until the CoR39 is approved, your bank will not add the new director as a signatory, and may keep taking instructions from the old one.
• Resigning directors stay on the public record. Suppliers, SARS and creditors still see them as directors, which is a real problem if the company later gets into trouble.
• Other filings depend on it. Annual returns, beneficial ownership declarations, tenders, B-BBEE affidavits and funding applications are all checked against the director list on CIPC.

A late CoR39 can still be filed. Lodge it as soon as possible with a resolution showing the true effective date. Don’t backdate or forward-date documents to “fit” the deadline.

Documents: when CIPC needs them (and when it doesn’t)

Since CIPC automated director amendments, identity is verified by OTP instead of paperwork for most changes:

Even when CIPC doesn’t ask for them, keep these on the company file: the board or shareholder resolution, the resignation letter, and the notice and minutes if the decision was taken at a meeting. CIPC can request them, and your bank usually will.

Rules that trip people up: every director must have their own email address and cell number (CIPC rejects shared contact details); OTPs go to the contact details on the CIPC record, so outdated details stall the whole application; and choosing “Remove” instead of “Resign” can send the application for manual back-office review.

How to file a CoR39 online, step by step

Director changes are done on CIPC e-Services with a CIPC customer code. This follows CIPC’s current automated process:

1. Log in to e-Services with your customer code, password and the case-sensitive security code, then click Transact.
2. Click More Services, accept the terms and select Director Amendments. Tick Agree and continue.
3. Enter the company registration number (short or long format) and click Search, then click File next to the company.
4. Answer the foreign director question (Yes if you are appointing a non-South African), update the company’s contact details if needed, and continue.
5. To appoint: click New Director, capture the ID number and click Verify. CIPC checks it against Home Affairs, so the ID issue date must match theirs. Then capture the contact details and save.
   To resign or change status: select the director, choose Status Change, pick Resign (or Deceased, Term Expired, Remove) and capture the date and details.
6. Review all directors, continue, attach documents where required (see the table above), and click Confirm once only. Then click OK.
7. The application now shows as Submitted, type OTP. The filer and every director being appointed or resigned receive a “Proposed Changes” email.
8. Each of them opens the attached document, clicks the link, clicks the red Consent button and captures their ID number, SMS OTP and email OTP. Prefix the codes with “S” (SMS) and “E” (email) if the system asks.
9. The last person to submit sees a Finish button. Click it to finalise the application.
10. The change is processed immediately, and all active directors receive the CoR39 by email.

If an OTP doesn’t arrive, the director’s contact details on CIPC are probably outdated. Fix them first: updating director contact details.

Once approved, send the new certificate to your bank, update the company’s details with SARS if the public officer or representative changed, and check whether your beneficial ownership register needs updating.

Resigning or removing a director

Resignation

A director resigns by giving written notice to the company. The resignation takes effect from the date in the letter, or when the letter is delivered. The company must then file the CoR39. If it doesn’t, the resigning director can ask CIPC to update the record, so keep proof that the letter was delivered.

Liability after resignation: resigning doesn’t erase liability for decisions taken while you were a director. It does stop new liability from accruing, which is why getting off the CIPC record quickly matters.

Removal by shareholders

Under section 71 of the Companies Act, shareholders can remove a director by ordinary resolution at a shareholders’ meeting. The director must first get notice of the meeting and the resolution, and a reasonable opportunity to make a presentation before the vote.

Removal by the board

Where a company has three or more directors, the board can remove a director only on specific grounds (for example ineligibility, disqualification, incapacity, or neglect or dereliction of duty), after giving the director notice and a chance to respond.

A company cannot be left without directors

A private company needs at least one director (more if its MOI says so). If the only director is resigning, appoint the replacement in the same CoR39.

Who can be appointed as a director?

Section 69 of the Companies Act sets out who is ineligible or disqualified. Check this before you file, because CIPC and the bank will.

• Ineligible: a juristic person (a company cannot be a director), an unemancipated minor, or anyone the MOI disqualifies.
• Disqualified: an unrehabilitated insolvent; anyone a court has prohibited or declared delinquent; anyone removed from an office of trust for dishonesty; and anyone convicted of fraud, theft, forgery, perjury or a similar offence (disqualified for five years after the sentence is completed, unless a court decides otherwise).

Foreign nationals can be directors of a South African company. Use their passport details and expect your bank to apply its own FICA requirements.

CoR39 cost and turnaround time

How long it takes: CIPC’s service standard for automated director changes is immediate once every affected person has submitted their OTPs. In practice, delays come from people: a director who doesn’t act on the email, outdated contact details, or a “Remove” application referred for back-office review. We prepare and lodge the same day, chase the OTP confirmations, and handle any CIPC query until the CoR39 is issued.

Why CoR39 applications get stuck or rejected

• A director never completes the OTP consent, or the OTPs go to an old cell number or email address.
• Two directors share an email address or cell number.
• The ID issue date doesn’t match Home Affairs’ records, so the new director can’t be verified.
• “Remove” was chosen instead of “Resign”, sending the application for manual review without the mandatory documents.
• The appointment would exceed the number of directors allowed by the MOI. CIPC requires the MOI to be amended first.
• Removal, death or term-expiry applications are filed without the mandatory supporting documents.
• The Confirm button was clicked more than once, creating duplicate applications.
• The company is not “in business” on CIPC, for example because annual returns are outstanding and it is in deregistration.