Changing the members of a Close Corporation (CC) in South Africa is done by filing a CK2 (Amended Founding Statement) with CIPC. Whether you are adding a new member, removing one who is resigning or has passed away, or simply adjusting the percentage interest between members, the change must be recorded correctly so your combined member interest still totals 100%. This guide explains how to change CC membership at CIPC, what documents you need, and how the process works.
📋 In this guide
→ What a CC membership change is
→ Documents you need
→ Step-by-step process
→ CC membership rules
→ Cost and turnaround time
→ Frequently asked questions
What Is a CC Membership Change?
A Close Corporation is owned by its members, each holding a percentage of “member interest” (the CC equivalent of shares). A membership change updates who those members are, or how much interest each one holds, and is filed with CIPC on the CK2 Amended Founding Statement. Common triggers include a new partner joining, a member selling their interest and leaving, a member passing away, or the existing members simply re-splitting their percentages.
Note that since 1 May 2011, when the Companies Act came into force, no new Close Corporations can be registered. Existing CCs, however, continue to operate indefinitely and can change their membership as often as needed.
Documents You Need to Change CC Members
| Document | Why It’s Needed |
|---|---|
| Certified ID copy of new member | All members must be natural persons; CIPC verifies identity. |
| CC registration number | Identifies the Close Corporation and its current founding statement. |
| Sale / transfer of interest agreement | Records the transfer of member interest between the parties. |
| Members’ written consent | Existing members approve the change; new member consents to join. |
| New member interest split | The updated percentage per member — must total exactly 100%. |
How to Change CC Members: Step by Step
Step 1 — Agree the change and the new interest split
The existing members must agree to the change and decide on the new percentage of member interest for everyone once it takes effect. If a member is leaving, their interest is either bought by an incoming member or redistributed among those who remain. The total must always come to 100%.
Step 2 — Record the transfer in writing
Put the change on paper: a sale-of-interest agreement or members’ resolution recording who is joining or leaving, and the interest each member holds afterwards. Where a member has passed away, the executor of the estate transfers the interest to the heir or the remaining members.
Step 3 — Complete the CK2 Amended Founding Statement
The CK2 form updates the CC’s founding statement at CIPC with the new members and their interest percentages. Accuracy matters here — the member details and percentages must be exactly right, and the interest column must balance to 100%, or CIPC will reject the filing.
Step 4 — Submit to CIPC and receive updated records
The CK2 is submitted to CIPC. Once processed, the CC’s records are updated to reflect the new membership. Keep the updated records — banks, SARS, and tender boards will ask for them as proof of who the current members are.
Want us to handle the whole CK2 for you?
We prepare the CK2, balance the member interest, submit it to CIPC, and send you the updated records — R1200, in 5–10 business days.
Change CC Members — R1200 →CC Membership Rules to Know
- A Close Corporation can have between 1 and 10 members
- Every member must be a natural person — a company or trust cannot be a member (with limited exceptions for a trustee holding on behalf of a trust)
- The combined member interest must total exactly 100% at all times
- New CCs cannot be registered, but existing ones can change members freely
- The CC must still file annual returns each year to stay in good standing
- An accounting officer must be appointed for the CC
Cost and Turnaround Time
Through Bekin Consulting, a CC membership change costs R1200, which includes the CK2 preparation, balancing of member interest, CIPC submission, and updated CC records. The turnaround is typically 5–10 business days, depending on CIPC’s processing queue.
Related Services
- CC Membership Change — add or remove CC members (R1200)
- CIPC Director Amendment — add or remove company directors (R590)
- Company Registration — register a new Pty Ltd
- CIPC Annual Returns — keep your CC in good standing
Frequently Asked Questions
The CK2 (Amended Founding Statement) is used to change the members of a Close Corporation at CIPC. It records new members, resignations, and changes to each member’s percentage interest.
Bekin Consulting charges R1200 for a CC membership change, which includes CK2 preparation, CIPC submission, and updated CC records.
No. New CCs cannot be registered since 1 May 2011. Existing CCs continue to operate and can change their members. If you need a new entity, register a Pty Ltd company instead.
A Close Corporation can have between 1 and 10 members, and all members must be natural persons. The combined member interest must always total exactly 100%.
When a member passes away, the executor of the estate transfers the member’s interest to the heir or to the remaining members, and a CK2 is filed with CIPC to update the membership.
A CC membership change typically takes 5 to 10 business days from submission, depending on CIPC’s processing queue and whether any queries arise.
