Director changes are filed at CIPC on a CoR39, supported by a board or shareholder resolution, certified ID copies, and either written consent to act for an incoming director or a written resignation for an outgoing one. The change must be filed within 10 business days of the event, and it is not effective at CIPC until filed — a resignation that was never filed leaves that person on the register and exposed.
The filing itself is straightforward. What causes problems is everything that has to be updated afterwards.
What you need
For every director change:
A resolution — board or shareholder, depending on the change and what your MOI requires
Certified copy of the ID of the incoming or outgoing director
The CoR39 — Notice of Change of Directors
Company registration documents
For an incoming director, additionally:
Written consent to act as director. A person cannot be appointed without consenting
Confirmation they are not disqualified — not under 18, not an unrehabilitated insolvent, not a delinquent director, and not convicted of certain offences. See who can be a director
For an outgoing director, additionally:
A written resignation, dated, or the resolution removing them
The filing
1. Pass the resolution. Check your Memorandum of Incorporation for the required majority and whether shareholder approval is needed. The standard MOI and a customised one can differ. See what is an MOI.
2. Obtain the supporting documents — consent or resignation, certified IDs.
3. File the CoR39 through CIPC e-Services or BizPortal, with the supporting documents uploaded.
4. Check the CIPC record once processed, to confirm the change reflects correctly.
Timing: the change must be filed within 10 business days. Processing typically takes a few days to a few weeks depending on CIPC volumes and whether documents are queried.
The four things to update afterwards
Filing at CIPC does not update anything else. Each of these is separate.
1. SARS — the registered representative
The one that causes the most damage when missed.
If the departing director was the registered representative, SARS still recognises them as the person authorised to act for the company. Every assessment, verification request and final demand continues going to them.
The consequence: you stop receiving SARS correspondence while the deadlines keep running. This is behind a large share of unnoticed enforcement, including third-party appointments on bank accounts.
Update it through the RAV01 process on eFiling, or at a SARS branch by appointment. Allow up to 21 business days. See what is a SARS registered representative.
2. Beneficial ownership
If the director change also affects who controls the company — for instance where they held the right to appoint directors — beneficial ownership must be updated within 10 business days.
Note that beneficial ownership turns on control and shareholding rather than directorship alone, so not every director change triggers it. But where it does and you miss it, CIPC blocks your annual return entirely. See what is beneficial ownership.
3. The bank
Signing authority, mandates and card access. A departed director with live banking access is a real exposure, and one banks will act on quickly once notified.
4. Everywhere else your directors are listed
CSD registration, if you tender
CIDB registration, for construction
COIDA records
Insurance policies and any professional indemnity cover
Leases, contracts and supplier accounts where the director signed or is named
Personal sureties — see below
For the departing director
Three things that protect them, and that are frequently overlooked.
Confirm the CoR39 was actually filed. A director who resigned but remains on the CIPC register is still held out as a director. Check the record yourself rather than assuming.
Seek written release from every surety signed. A deed of suretyship is a separate contract with the creditor and generally survives resignation unless formally released. Resigning does not cancel it, and banks and landlords rarely volunteer a release.
Understand that past liability continues. Directors remain accountable for conduct during their period of office. In a personal liability company — an "Inc" — past directors remain jointly and severally liable with the company for debts contracted while they held office. See can a director be held personally liable.
Common problems
The resignation was never filed. Years later the person discovers they are still a director of a company they left, with the exposure that carries. File promptly, and check.
No written consent from the incoming director. The appointment can be invalid.
The MOI required a majority that was not obtained. Check before passing the resolution rather than after.
The company is non-compliant at CIPC. Where annual returns are outstanding, other filings can be blocked. Bring the returns and beneficial ownership up to date first. See how to check if your company is CIPC compliant.
The last remaining director resigns. A company cannot have no directors. Where the only director is leaving, a replacement must be appointed as part of the same process, not afterwards.
Frequently asked questions
How do I change directors of a company in South Africa? Pass the required resolution, obtain written consent to act from an incoming director or a written resignation from an outgoing one, and file a CoR39 with CIPC together with certified ID copies and the resolution. The change must be filed within 10 business days.
How long do I have to file a director change with CIPC? Within 10 business days of the change. Until it is filed, the CIPC register does not reflect it, and an outgoing director remains recorded as a director of the company.
Does resigning as a director remove my liability? Not for the period you served. Directors remain accountable for conduct during their period of office, and in a personal liability company past directors remain jointly and severally liable with the company for debts contracted while they held office. Personal sureties also generally survive resignation unless formally released.
What do I need to update after changing directors? The SARS registered representative if the departing director held that role, beneficial ownership if control changed, bank signing authority and mandates, and any registrations listing directors such as CSD, CIDB, COIDA, insurance and contracts.
What happens if a director resignation is never filed at CIPC? The person remains on the register as a director and continues to be held out as one, with the exposure that carries. Directors leaving a company should confirm the CoR39 was filed rather than assuming it was.
Can a company have no directors? No. A company must have at least one director, so where the sole director is resigning a replacement must be appointed as part of the same process rather than afterwards.
Why is my director change not processing at CIPC? Most commonly because the company is non-compliant — outstanding annual returns or beneficial ownership can block other filings — or because a required document such as written consent, a certified ID or the resolution is missing or does not meet requirements.
File it, then update everything else
The CoR39 takes a morning. What causes problems is the SARS registered representative that nobody updated, and the surety nobody was released from.
Smartbook handles director changes at CIPC and the SARS registered representative update that has to follow, so correspondence keeps reaching someone who is actually there.
Sort out your SARS registered representative →
Last reviewed: 26 July 2026. Written by the Smartbook team — SAIPA and SAICA accredited, SARS registered tax practitioners. CIPC forms and processes change from time to time — confirm current requirements at cipc.co.za. Questions about director liability and release from suretyship are legal matters — take advice. General guidance, not legal advice.
Primary sources: CIPC · CIPC e-Services · Companies Act 71 of 2008 · SARS