The COVID-19 pandemic has resulted in many companies being necessitated to have their employees working remotely, with very few employees based at the office. Whilst working remotely has many benefits, the management of companies are faced with a hard decision in order to determine whether it would be more feasible to give up the large office space that a company traditionally may have occupied, in exchange for a more affordable, smaller office space. Or, alternatively, give up the idea of an office space all together and fully embrace the work from home approach. However hard such a decision may be, one thing can be certain: either decision will result in a change of the location of the Registered Address of the company.
What the Companies Act says about the Registered Address of a company
Section 23(3) of the Companies Act 71 of 2008 (“the Act”) requires that a company must continuously maintain at least one office in South Africa. Furthermore, the company must register the address of its office with the Companies and Intellectual Properties Commission (“CIPC”). In the event of a change of registered office, the requisite CoR 21.1 must be completed and filed with CIPC.
How do you choose where your registered office address is
- A company’s registered address must be the address of its office.
- If the company has more than one office, its ‘principal office’ must be its registered office in accordance with section 23(3) of the Act.
- The CIPC has released a Practice Note (2 of 2012) stating that the registered address of the company should be where the administrative business of the company is conducted. The practice note is non-binding.
The establishment of a registered address carries with it these important implications
- The address establishes which court has jurisdiction over the company for purposes of the winding up of the company and business rescue proceedings.
- Secondly, it is the address at which legal notices may be served.
How do I update my Registered Address?
A company may notify the CIPC of any change in its registered office by filing a Notice of Change of Registered office, in terms of Section 23(3)(b) of the Act with the CIPC. In terms of regulation 21 of the Act, the effective date of the change must be at least 5 (five) business days after the date on which the notice is filed.
Corporate Statutory Department, RSM South Africa