Changing the Registered Office of Your Company
Then and Now
In the past, it was possible for a company to use a convenient address as its registered address, such as address of its auditor. It is now imperative that Company management ensure that the Companies and Intellectual Property Commission’s (CIPC) records reflect the correct and actual registered office of such a company. If there is more than one office, then the address of the principal or head-office should be the address to use.
The Legal Stuff
The issue of the 'residence' of a company under the new Companies Act was considered in the matter of Sibakhulu Construction (Pty) Ltd v Wedgewood Village Golf and Country Estate (Pty) Ltd by the Western Cape High Court.
In this judgement, it was highlighted by Judge Binns-Ward that changes introduced by the new Act relating to a company's registered office will impact on the court having jurisdiction over proceedings involving the company.
The Court found that under the new Companies Act:
1. A company's registered address must be the address of its office;
2. If the company has multiple offices, its 'principal office' must be its registered office in accordance with the Act. The term 'principal office' is not defined in the Act, however, in consultation with the Act's requirements as to what must be kept at its registered office, the court concluded that the principal office should be the place where "the company's general administration is centered.” This may be translated to the location where the main administrative work of a company commences;
3. The transitional provisions in Schedule 5 of the Act do not deal with a pre-existing company's registered office and accordingly the above applies equally to such companies (a 'pre-existing company' is a company that was incorporated before 1 May 2011 under the 1973 Companies Act); and
4. The place where the company's registered office is situated determines where a company operates from and therefore which court has jurisdiction in proceedings affecting the status of a company, such as liquidation and business rescue proceedings. (Before the new Act came into effect in 2008, it was possible for a company to reside at more than one place and one could elect to institute proceedings using, for example, either the place of its registered office or its principal office.)
A company can change its registered office with the CIPC by filing a notice of change of registered office with the CIPC. To do this, no fee is payable and it’s merely an administrative process. Should you have any further questions about your company’s registered office or any other questions related to commercial law, contact our offices so we may set up a consultation to address your concerns and assist in having any questions resolved.