The Companies and Intellectual Property Commission (CIPC) announced on 24 March 2020, that it will be closing down all services relating to companies, close corporations and co-operatives as of 16:00 on 24 March 2020 until 1 April 2020. This is to allow the CIPC to finalise its year-end processes (brought forward to 31 March 2020) before the national lockdown, which commences at midnight on 26 March 2020, and ends at midnight on 16 April 2020 (Lockdown Period).

Practically, this means that companies logging onto the CIPC's website will see a server error message from today until 1 April 2020. Limited electronic services will resume from 1 April 2020, with all other services only resuming at the end of the Lockdown Period. The CIPC's offices will remain closed until 30 April 2020.

The following limited electronic services will resume on 1 April 2020:

• filing of annual returns, together with annual financial statements or final accountability supplements;
• filing of compliance checklist;
• registration of a private company with a standard CIPC MOI without a name;
• issue of disclosure certificates;
• filing of financial year-end changes;
• filing of registered office changes;
• filing of auditor and accounting officer changes;
• filing of company name changes (if the name is already reserved);  and
• requests for BBB-EE certificates.

However, until the end of the Lockdown Period, the following services will not be available:

• registration of a shelf company;
• registration of a new company (other than a private company with a standard CIPC MOI and with no name reservation);
• registration of a non-profit company;
• registration of an external company;
• reservation of company name;
• reservation of defensive name;
• filing of amendments to MOI (this includes, among other things, increases or decreases to the authorised shares or other securities and conversion of one type of profit company to another type of profit company);
• conversion of a close corporation to a company;
• changes to directors;
• changes to authorised representative;
• changes to financial year-end;
• deregistration of company; and
• re-instatement of company after deregistration.

We caution companies that these measures may be relevant to their operations and corporate actions.  For example, companies which may be considering urgent capitalisation by way of an issue of securities may not have sufficient authorised securities, requiring amendments to their MOIs.  Many other corporate actions may also require amendments to MOIs.  Companies will, during the Lockdown Period, either not be able to make electronic filings at all or if they are able to do so, will not receive acknowledgments of receipts of filings made to the CIPC.  Companies may wish to consider other approaches to the practical implications of the CIPC's limited services during the Lockdown Period.  Companies are advised to approach their corporate or legal advisers to explore the alternatives available.

Another concern is that directors' details cannot be updated during this time (both appointments and resignations), which may impact on companies' ability to make quick and effective decisions, effect necessary amendments and transact. Directors may get physically impacted by Covid-19 and companies may need to appoint or elect new directors or alternate directors speedily.  Although companies can offline make changes to their boards (by passing the necessary resolutions and signature of consents to act as directors), for the sake of transparency and for disclosure certificates to be up to date (e.g. for tender purposes, broad-based black economic empowerment transactions and ratings, transactional opinions), this service should ideally remain in place during the Lockdown Period.

Companies should note that they will have until 30 April 2020 to file their annual return and compliance checklist if their due date falls during the Lockdown Period. The CIPC will not impose any penalties on companies until then. The CIPC's customers will however face penalties after 30 April 2020 if they file their annual returns late. The CIPC will also neither deregister companies and close corporations that fail to file their annual return, nor finally deregister companies or close corporations that are currently in deregistration process for failure to file their annual returns, until further notice. Companies which are due to file their annual returns outside of the Lockdown Period will need to comply with their original filing date and will not get any reprieve even if they are affected by Covid-19.

It is worth noting that the equivalent of the CIPC in the United Kingdom, Companies House, has put robust plans in place to maintain services for its customers and will therefore remain fully operational online during the UK lockdown.

In addition, if companies file their accounts late with the Companies House because they are affected by Covid-19, they can apply for an automatic and immediate three-month extension to file their accounts so that companies can prioritise managing the impact of Covid-19. Companies must apply for an extension before their filing deadline.

Webber Wentzel has reached out to the CIPC, for the CIPC to consider the possibility of reviewing the services which will be unavailable during the Lockdown Period in order to ease the burden on companies who may be affected by the current events.

Written by Madelein Burger, Elodie Maume, Cindy Leibowitz, Webber Wentzel