CIPC have recently changed the filing requirements for director amendments. Their rationale for this is to prevent fraudulent transactions in relation to directors of companies – it was apparently too easy in the past for a person to fiddle with director details and then effectively “hi-jack” a company.
There is now a multi factor authentication process for director amendments. Effectively, an intermediary such as Boardserv could still process the director change application on CIPC’s e-services, but before an application to appoint, resign or change the details of any active director can be finalised, some action is required by affected directors. Each director affected by the changes, as well as the filer, receives an sms OTP and an email OTP. The email will contain a link which the director must follow in order to insert the OTPs. Once all OTPs, which are valid for 96 hours, have been successfully inserted, CIPC will issue a COR39 confirming the changes.
Where we are dealing with the death, term expiration or removal of a director (i.e. a removal by the shareholders, for instance, as opposed to a resignation), the process is slightly different and certain supporting documents need to be uploaded for processing with CIPC’s “back office”. In such cases an OTP will logically only go to the filer, given the potential for a removed director to refuse to co-operate.
The difficulty comes in where CIPC does not have up to date contact information for existing directors. There have been numerous complaints about directors not receiving OTPs. To avoid any loopholes, CIPC only allows the relevant directors themselves to change their contact information on e-services.
What’s more, CIPC has also introduced a new verification system for foreign directors. While South African directors are immediately verified by virtue of the link between e-services and the department of home affairs, passport copies of foreign directors must now be submitted for verification with CIPC’s “back office” before such director can be appointed.
Feel free to reach out to Boardserv for assistance with these filings.