Close corporation membership change
No new close corporations have been registered since 2011, but the ones that exist carry on, and members still join, leave, die and change their percentages. The change is lodged on a CK2 within 28 days, and since August 2024 CIPC also wants proof of the transfer of the member’s interest, signed and witnessed. The filing itself is hybrid, part online and part email, and getting the subject line wrong gets it auto rejected.
Close corporation membership change costs R690 at ProperSA. That is our fixed service fee; government and authority fees are charged at cost on top. Turnaround: our part is done within 2 working days. If you give us everything we ask for and we still fail to deliver what this page promises, we refund our fee; a refusal by the authority is not refundable.
What triggers a CK2
- A member joins or leavesPart B of the CK2 covers membership details and Part C covers a member ceasing to be one.
- The percentages changeAny change to the size of a member’s interest, even between existing members with nobody new arriving.
- A member diesThe executor signs, and the Letter of Executorship goes in with the application.
- Not an address changeChanging the registered address is a separate free online transaction, not a CK2. Changing the accounting officer is a CK2A, emailed separately with a consent letter showing the practice number.
The rules that catch people
- The interests must total exactly 100%Section 38 requires it at all times. A transfer that leaves the total at 99% or 101% is not a rounding matter, it is wrong on the face of it.
- 28 days, then a daily penaltySection 15(1) requires lodgement within 28 days of the change, signed by or on behalf of every member and by anyone becoming a member. Section 15(3) allows a penalty of up to R5 a day for late lodgement.
- Proof of transfer since August 2024CIPC Notice 51 of 2024 requires any CK2 that changes a member’s interest to include proof of the transfer showing the place and date, signed by a named witness. This is the newest reason applications come back.
- Members must be natural personsSection 29(1), with the narrow trust exception in section 29(1A). A company cannot hold a member’s interest.
- Ten members maximumSection 28 caps it, so a transfer that would create an eleventh member cannot be registered.
- The email subject line decides itThe signed CK2 goes back to CIPC by email with the tracking number first in the subject line. Put it anywhere else in the line and the system rejects it automatically.
What you get for R690
- The CK2 prepared correctlyThe right parts completed for what is actually changing, with the percentages reconciled to exactly 100 percent before anything is signed.
- The written instrument draftedThe consent signed by all members, including anyone coming in, which CIPC requires certified.
- The proof of transfer preparedIn the form CIPC has required since August 2024, with place, date and a named witness, which is the document most people do not know to bring.
- The certification listExactly which identity documents need certifying, for which people, including resigning members and non residents.
- Lodged through the hybrid flowCaptured on e-Services for the tracking number, then emailed to the right address with the tracking number formatted the way the system expects.
- Followed to confirmationCIPC quotes one working day from receipt of correct documents at the correct address, and we chase until the amended founding statement comes back.
How it works
- 1Order and answer the short formThe registration number, who is joining or leaving, and the percentage each member will hold afterwards.
- 2We prepare and send for signatureCK2, written instrument and proof of transfer, within two working days.
- 3We lodge and follow itCaptured online, emailed correctly, and chased to the amended founding statement.
Not sure whether you need a CK2 or a CK2A? Ask us first and you get a written answer within one business day.
What we will need from you
- The close corporation registration number
- Who is joining, leaving or changingFull names and identity numbers, and the percentage each member will hold afterwards. The total must come to exactly 100 percent, which section 38 requires at all times.
- The date the change actually happenedSection 15(1) gives you 28 days from that date to lodge, and section 15(3) allows a penalty of up to R5 a day after it.
- What was paid or agreed for the interestSince August 2024 CIPC requires proof of the transfer showing the place and date, signed by a named witness. This is the document most people do not know to bring.
- Certified identity copiesFor everyone signing, including members who are resigning.
- If a member has diedThe Letter of Executorship, because the executor signs in their place.
Members must be natural persons under section 29(1), with the narrow trust exception in 29(1A), and there is a cap of ten members under section 28.
Frequently asked questions
What does CIPC charge?
For a pure membership change, nothing. The CK2 form itself states that no fee is payable for changes under Part B, which is the membership part. The R30 CK2 fee applies only to Part A, meaning a change of name or nature of business.
How long do I have?
Twenty eight days from the change, under section 15(1). After that section 15(3) allows a penalty of up to R5 a day, so a change left for a year is not catastrophic but it is not free either.
Can I still register a new close corporation?
No. The Companies Act closed that in 2011 and also repealed the ability to convert a company into a close corporation. Existing close corporations carry on indefinitely until deregistered, and the traffic is one way: a close corporation can convert to a company, not the other way.
What is the proof of transfer CIPC wants?
Since CIPC Notice 51 of 2024, any CK2 that changes the size of a member’s interest must be accompanied by proof of the transfer of that interest, showing the place and the date, and signed by a witness who is named. It is the requirement most applications now fall over.
What if a member has died?
The executor signs on behalf of the deceased member and the Letter of Executorship is lodged with the CK2. If the estate has not been reported to the Master yet, that has to happen first.
Do the member percentages really have to total 100?
Yes. Section 38 says the aggregate of members’ interests expressed as a percentage must at all times be one hundred percent. CIPC does not publish the rejection wording for a total that does not balance, but the statutory rule is unambiguous, so we reconcile it before lodging.
Related
We prepare and lodge the change under your written authority. CIPC decides whether to register it. Sources: Close Corporations Act 69 of 1984 sections 12, 15(1), 15(3), 28, 29(1), 29(1A) and 38; the Companies Act 71 of 2008 Schedule 3 provisions closing new registrations and repealing conversion; the CIPC amended founding statement page, the CK2 form and fee table, the CIPC step by step guide for close corporation members, and CIPC Notice 51 of 2024 on proof of transfer. This is information, not legal advice.