How to remove a director on CIPC, and everywhere else

You remove a director on CIPC by filing a CoR39 through its e-Services, with a signed resignation letter or a board resolution, certified ID copies and a mandate. The change takes effect the moment the director enters the one-time PINs CIPC sends by email and SMS. Manual filings take three working days, and the Companies Act gives you ten business days from the date the person ceased to be a director.

That is the easy half. The other half is every record in the business that still carries their name, and CIPC does not publish that list because it cannot.

Before you start

• Decide which of two things happened. A director who signed a resignation letter resigns. A director voted out by shareholders, or removed by the board for being disqualified or for neglecting their duties, is removed. CIPC's page on director changes treats them differently, and its back office queries applications where "remove" was chosen for what was a resignation.
• A CIPC customer profile in the name of a remaining director or an authorised person with a company mandate.
• The documents. A signed letter of resignation, or the board resolution signed by a majority of directors and the minutes if there were any. Certified ID copies of the affected director and of the applicant. The company mandate if a third party is filing. A South African resident's ID must be the green book or the smart card; a passport is accepted only for non-residents.

Step 1: get the resignation in writing, dated

The date on the letter is the date that starts the ten business days. Get it signed the day it happens, because a director who has left on bad terms is harder to reach in a fortnight.

Step 2: log in to e-Services and open the director amendment

CIPC's notice on resignations asks companies to file all director amendments through e-Services, the K2 system, because the process there is automated. Select the company, open the director amendment, and choose resign for a resignation.

Step 3: complete the CoR39 and upload the documents

Enter the director's details as CIPC holds them, the date of cessation and the reason. Attach the letter or resolution, the ID copies and the mandate. CIPC's fees page lists a manual CoR39 as free.

Step 4: the director enters the one-time PINs

CIPC sends the resigning director an OTP by email and another by SMS. The director opens the link and enters both. CIPC's service standard for an automated change is "immediate after submission of OTPs by directors". If the director will not or cannot enter them, the application goes to the back office as a manual change, at three working days from tracking and indexing.

Step 5: a removal goes to the back office

Removals, expired terms, retirements and deaths are not automated. CIPC says those applications are forwarded to the back office for processing, with the resolution and the ID copies, and payment where applicable must be made before processing starts. If the company has a sole director who is resigning as a new one is appointed, the resolution must be co-signed by both.

Step 6: download the new disclosure certificate

Once the change shows, download the company's certificate with the current directors and file it. Every institution in the next section will ask for it.

Step 7: file the beneficial ownership amendment if it applies

If the director was also a shareholder above 5%, or the control changed, CIPC's beneficial ownership rules require an amended declaration within ten business days of the change. The director filing and the ownership filing are two filings.

Step 8: change every other record that carries the name

This is the list CIPC does not publish. Work through it the same day.

• The bank mandate and the online banking users. A departed director who can still release payments is the fraud case nobody wants to explain.
• The SARS registered representative. The banked piece on changing banking details with SARS shows that only that person can alter the company's bank account or answer a verification. If it was the departed director, appoint a new one before you need either.
• PSIRA, CIDB or any regulator that registered the directors by name.
• The lease, the insurance policies and the vehicle finance agreements signed in the director's name as surety.
• The supplier vendor forms and the customers' vendor masters that list the director as contact or signatory.
• The B-BBEE certificate or affidavit, where the director's ownership was counted.
• Email, cloud logins and the accounting package's users.

What breaks here

The PIN. A resignation is instant only if the person resigning cooperates. A director who has stopped answering turns a same-day filing into a back-office one, and a hostile removal into a process with a lawyer in it.

The ten days. The Companies Act's clock runs from the cessation, not from when somebody remembers. A late filing is a compliance notice waiting to happen, and CIPC's enforcement route ends at deregistration, which our published piece on what quietly expires at CIPC describes.

The surety. A director who leaves the register does not leave the personal suretyship on the overdraft. That is a separate conversation with the bank, and it is the one departing directors care about most.

When this stops being enough

A director's name appears in a dozen systems, on paper and on screens, and the register of who signs for what exists in most South African businesses only in the founder's head. The CIPC filing is done in an afternoon. The rest takes a quarter, if it is done at all.

Zorah keeps that register as a record. The compliance register lists every mandate, licence and registration with the person named on it and the date it changed. The connected back office pushes one change of signatory to the invoice template, the supplier file and the payroll approver. A departure then produces a checklist, not a discovery.

On Monday, list every document that has a director's name on it as signatory, surety or representative. If you cannot finish the list, you cannot remove a director cleanly.