CIPC: GN 1 of 2024 - CM forms vs COR forms

CIPC: GN 1 of 2024 - CM forms vs COR forms

• 24 June 2024
• CIPC
• South African Accounting Academy

Schedule 5, Item 2 of the Companies Act (current) states as follows:

1. As of the general effective date, every pre-existing company that was, immediately before that date-
   1. incorporated or registered in terms of the Companies Act, 1973 (Act 61 of 1973); or
   2. recognised as an ‘existing company’ in terms of the Companies Act, 1973 (Act 61 of 1973), continues to exist as a company, as if it has been incorporated and registered in terms of this Act, with the same name and registration number previously assigned to it, subject to item 4.”

Further to the above, the CM and CoR forms is a reflection of information submitted to the Commission (previously CIPRO) at a specific point in time in either physical or electronic format. Each form under the Companies Acts 1973 and 2008 has its own legal context, provisions and information requirements.

It is clear from the above that companies incorporated in terms of the Companies Act, 1973, with CM forms, remains valid and continue to exist as if it has been incorporated and registered in terms of the Companies Act, 2008. It follows that any issued CM form, applicable to pre-existing companies, must be accepted as valid and binding.

Where there is doubt, any person, organisation or institution may access the CIPC “Enterprise Search” functionality (available via the CIPC website) to ascertain whether an entity is validly registered with the Commission and active.

Click here to download the Guidance Note:

https://www.cipc.co.za/wp-content/uploads/2024/06/NOTICE-TO-CUSTOMERS-CM-vs-COR.pdf

Relevance to Auditors, Independent Reviewers & Accountants:

• The Companies Act is yet another piece of legislation that your clients must comply with, and which you must assess compliance with.  If they don’t comply with the relevant laws and regulations, you have certain reporting obligations in terms of NOCLAR (NOn-Compliance with Laws And Regulations) – this could include reporting to management, qualifying your audit opinion, reporting a Reportable Irregularity, etc.
• As an auditor, independent reviewer and accountant, you also need to monitor your client’s compliance with the Companies Act and all relevant notices/enforcements/practice notes/customer letters issued by CIPC as the regulator.
• Where you perform these compliance tasks on behalf of your client, you need to ensure that you comply with all relevant notices/enforcements/practice notes/customer letters and guidance notes issued by CIPC as the regulator.

Relevance to Your Clients:

• An entity (company or close corporation) has a duty to comply with the Companies Act, and all relevant notices/enforcements/practice notes/customer letters and guidance notes issued by CIPC as the regulator.

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