Introduction
The new Companies and Other Business Entities Act (Chapter 24:31) (“COBE Act” or “the Act”) became effective in February 2020 repealing and replacing the Companies Act (Chapter 24:03) and the Private Business Corporations Act (Chapter 24:11). Pursuant thereto the Registrar of Companies has aligned company secretarial forms used by companies and other entities to register or update their affairs. These are explained hereunder.
CR2 – Name search
This form is used for application for search as to the availability of a name when one wants to register a company or other business entity. A name search can now be done online.
CR3 – Registration of assumed business name
This form is used to register or give notice of a registered entity’s assumed name in terms of section 29(2) of the COBE Act.
CR4- Replacement of documents
Done in the form of an affidavit, the form is used as an application for the replacement of lost, defaced or destroyed documents, in terms of section 16 of the Act.
CR5 – Registered office
The form is used upon initial registration of an entity or upon subsequent change in the registered office. It is one of the commonly used forms.
CR6 – Register of directors and secretaries
Previously known as the CR14 this form is frequently used upon initial registration of a company or upon changes in the directors or secretaries of the entity in terms of sections 217 and 241 of the Act.
CR7- Change of name
The form is completed when an entity changes its registered name in terms of section 26 of the Act.
CR8 – Special resolution
Required in terms of sections 176(1) and 178 of the Act this form is used to register a company’s special resolutions.
CR9 – Consolidation or conversion of shares
The form is used to give notice of consolidation of share capital, conversion of shares into stock, etc, in terms of section 140 of the COBE Act.
CR10 – Increase in share capital
Notice of increase of share capital of a company is done in terms of section 141 of the Act.
CR11- Return of allotments
Previously called CR2, this form which is required in terms of section 121 of the COBE Act, is used to record an allotment of new shares of a company. It shows movement in the issued shares and details of the person to whom the shares were allotted. This is an important document in confirming shareholding read together with other documents such as share certificates, etc.
CR12 – Place where register is kept
This form is used to give notice in accordance with sections 155(3) and 159(3) of the Act of the place where the registers of mortgages, debentures or members of the entity are kept.
CR13 – branch
The form is used to give notice of the situation of the office where a branch register of members or debenture holders is kept or of discontinuance thereof, in terms of section 156 of the Act.
CR14- Statement by directors or members for strike off
Replaced by the new CR6 form this form is used to certify that an entity has ceased to operate and that the entity should be struck off the register in terms of section 52(2) of the COBE Act.
CR15 – Conversion to Private Business Corporation (“PBC”)
A company wishing to convert into a PBC uses this form in terms of section 251 of the Act.
CR16 – Beneficial ownership declaration form
This form is confidential to the Chief Registrar and may not be disclosed to anyone except on grounds in section 72 of the Act. It is meant to disclose the ultimate beneficiary of the company where a nominee shareholder has been used.
CR17 – Declaration of Annual General Meeting
The form is completed to confirm that the Annual General Meeting of a company, in terms of section 167 of the Act, was held.
CR18 – Registration of shelf companies
This is completed when registering a batch of at least 20 shelf companies.
CR19 – shares
The secretary confirms that the shares held subject to payment of the whole amount thereof in cash have been allotted a total amount of not less than the minimum subscription.
CR20 – Consent to act as director
This form is completed by a person who is appointed and consents to act as a director of a public company in terms of section 199 of the COBE Act.
CR21- List of directors
This forms lists the directors of a public company in terms of section 199(4) of the Act.
CR22- Commission on shares
It states the commission in respect of shares per section 122 of the Act.
CR23 – Statutory report
Also known as the annual report, this form is completed annually in terms of section 166(5) of the COBE Act. It captures particulars of shares, directors, auditors and secretary, etc.
CR24 – Continuance of company
The form is used to declare continuance of incorporation of company limited by guarantee in terms of section 82 of the Act.
CR25 – List of delivered documents
Filed in terms of section 241(3) of the Act, the form is used to list documents delivered for registration by a foreign company.
CR26 – Annual return of a foreign company
This form is filed in terms of section 241(8) of the Act.
CR27 – Return of alteration in the charter, constitution, etc, of a foreign company
This form is filed in terms of section 241(4) of the Act.
CR28 – PBC Incorporation statement
It is filed in terms of section 248 of the Act.
CR29 – Declaration of Annual Meeting of a PBC
This is filed pursuant to section 82 of the COBE Act.
CR30 – Amended incorporation statement of PBC
This form is filed in terms of section 25 of the COBE Act.
CR31- PBC to Company
The form is filed in terms of section 250 by a PBC which intends to convert to a company.
CR32 – Voluntary registration of partnership, joint venture, association, etc
The form, which is filed in terms of section 278 of the Act, is used for the voluntary registration of the above entities.
CR33 – Declaration of existence
This form is used to declare that a partnership, joint venture or association, etc, is still in existence, in terms of section 82 of the COBE Act.
Conclusion
This is an introductory, highly summarised article. Please contact your consultant for professional assistance.
Disclaimer
This simplified article is for general information purposes only and does not constitute the writer’s professional advice.
Godknows Hofisi, LLB(UNISA), B.Acc(UZ), CA(Z), MBA(EBS,UK) is a legal practitioner / conveyancer, chartered accountant, registered tax accountant, corporate rescue practitioner, and consultant in deal structuring and is an experienced director of companies. He writes in his personal capacity. He can be contacted on +263 772 246 900 or gohofisi@gmail.com
