Director and Shareholder Changes

Directors Changes

The memorandum of incorporation (MOI) determines the number of directors and alternate directors. A customised MOI will set out the eligibility requirements for a director as well as the directors' term of office. In the standard MOI, the term of office is indefinite and there is no restriction on the number of directors. New directors may be elected by the Board of Directors when there is a vacancy, or the company wishes to add directors. Vacancies arise if a director:

  • resigns or dies
  • ceases to hold the office, title or designation in the company that entitles the person to be an ex officio director
  • becomes incapacitated or disqualified or
  • is removed.

Shareholders Changes

CIPC do not keep record of the shareholders neither the issued shares. Share certificates must be drawn up by the company self although such is not mandatory in terms of the Companies Act, 2008.


The new Companies Act, 2008 has amended the basis on which companies are capitalised. Shares issued in terms of the 2008 Act now have no nominal or par value. The board of directors must determine the price or other adequate considerations at which shares may be issued.


Subsequent to the implementation date of the Companies Act, a pre-existing company may not authorise any new par value shares, authorise any shares having a nominal value, or do any subdivision thereof.


Share capital is clearly contained within the first page of the CoR15.1A and B, any decrease or increase of such amount requires that a CoR15.2 must be filed.


The board of directors may, according to section 16 read with section 36(3) of the Companies Act, 2008:

  • increase or decrease the number of authorised shares of any class of shares
  • reclassify any classified shares that have been authorised but are not issued
  • classify any unclassified shares that have been authorised but are not issued, or
  • determine the preferences, rights, limitations or other terms of shares in a class without the approval of the shareholders.

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