A director must be a natural person, at least 18 years old, who has consented in writing to serve and is not ineligible or disqualified. The main disqualifications are being an unrehabilitated insolvent, being declared delinquent or under probation by a court, being prohibited by any law from being a director, being declared of unsound mind, or having been convicted and imprisoned without the option of a fine for offences including fraud, theft, forgery, perjury and offences under company or financial legislation. A private company needs at least one director.
You do not have to be a South African citizen or resident, and you do not have to be a shareholder. Those two beliefs cause more confusion than the actual rules do.
The basic requirements
A natural person. A company cannot be a director of another company in South Africa. Where a corporate shareholder wants representation on the board, it nominates an individual who serves in their own name and carries the duties personally.
At least 18 years old.
Written consent to serve. A person cannot be appointed as a director without consenting. An appointment without written consent can be invalid, which is a real problem where that person then signs contracts on the company's behalf.
Not ineligible or disqualified — the list below.
At least one director for a private company. Public and non-profit companies require more. Your MOI may set a higher minimum, so check it.
Who is disqualified
Ineligible
A juristic person — a company or close corporation cannot be a director
An unemancipated minor, or a person under similar legal disability
A person who does not meet a qualification set in the company's own MOI
Disqualified
An unrehabilitated insolvent. This one catches people. Sequestration disqualifies you until rehabilitated, and rehabilitation is not automatic on any convenient timeline
A person prohibited by any public regulation from being a director
A person removed from an office of trust on grounds of misconduct involving dishonesty
A person declared delinquent or placed under probation by a court under the Companies Act
A person declared by a court to be of unsound mind
A person convicted and imprisoned without the option of a fine, or fined more than the prescribed amount, for theft, fraud, forgery, perjury, or an offence involving fraud, misrepresentation or dishonesty, or an offence under company, competition, securities or financial services legislation
A disqualification generally continues for a period after the event — commonly five years from the date of removal, conviction or release from imprisonment, and a court may extend or shorten it in appropriate cases.
Delinquency is the serious one. A court can declare a director delinquent for gross abuse of the position, serious misconduct, or trading recklessly. A delinquency order can run for a minimum period and in some circumstances for life. See can a director be held personally liable.
What is not a bar
These come up constantly and none of them disqualify anyone.
Not being a South African citizen or resident. A foreign national can be a director of a South African company. There are practical hurdles — FICA at the bank, SARS registration, and possibly immigration requirements if the person will actually work in South Africa — but the Companies Act does not require citizenship or residence.
Not being a shareholder. Directors manage; shareholders own. One person can be both, and in most small companies is, but neither requires the other.
Being blacklisted or having a poor credit record. Bad credit is not a disqualification. Sequestration is. There is a large practical difference between owing money and being an unrehabilitated insolvent.
Being an employee, or being a director of other companies. There is no limit on the number of companies a person may direct, though there is a practical limit on how many they can properly discharge their duties to.
Being under a business rescue plan as a company. That affects the company, not the individual's eligibility.
The consequences of appointing someone disqualified
The appointment is a nullity. A disqualified person's appointment is void, meaning the company may have fewer valid directors than it believes — potentially none.
It is an offence for a disqualified person to act as a director, and knowingly permitting it exposes the company and the other directors.
Decisions taken may be challenged. Board resolutions passed by an improperly constituted board can be attacked, which is exactly the kind of thing that surfaces during a due diligence or a dispute.
Personal liability. A person who acts as a director while disqualified can be held personally liable for loss or damage arising from their conduct.
Practical fallout. Banks, funders and corporate customers screen directors. A disqualified director on your CIPC record fails onboarding, and it is not a conversation you want to have mid-tender.
What to do before appointing a director
1. Ask directly, and get it in writing. The consent to act should include a declaration that the person is not ineligible or disqualified, with the grounds listed. Most people do not know the full list, so set it out rather than asking a general question.
2. Check the MOI for any additional qualification requirements, and for the minimum and maximum number of directors.
3. Verify identity properly — the certified ID that CIPC requires is also your basic verification step.
4. Consider what the role actually involves. Directors carry fiduciary duties, a duty of care and skill, and potential personal liability. Appointing someone as a favour, or to make up numbers, or to improve an ownership profile, is doing them no kindness — they carry real exposure regardless of whether they participate.
5. File within 10 business days. The appointment must be filed at CIPC on a CoR39. See how to add or remove a director at CIPC.
If a serving director becomes disqualified
Disqualification is not only an entry test. A director who is sequestrated, convicted of a qualifying offence, or declared delinquent while in office ceases to be eligible to serve.
The company must act. Remove them, file the CoR39, and check whether decisions taken during the affected period need to be ratified by a properly constituted board.
This is a live risk in family and partner-run companies, where a personal sequestration is rarely thought of as a company matter. It is one.
Frequently asked questions
Who can be a director of a company in South Africa? Any natural person aged 18 or over who has consented in writing to serve and is not ineligible or disqualified. You do not need to be a South African citizen or resident, and you do not need to be a shareholder.
Can a foreigner be a director of a South African company? Yes. The Companies Act does not require citizenship or residence. There are practical hurdles at the bank and with SARS, and immigration requirements may apply if the person will work in South Africa, but foreign nationals can serve as directors.
Who is disqualified from being a director? Unrehabilitated insolvents, people prohibited by any law, those removed from an office of trust for dishonesty, those declared delinquent or under probation by a court, those declared of unsound mind, and people convicted and imprisoned without the option of a fine for offences including theft, fraud, forgery, perjury and offences under company or financial legislation.
Can a company be a director of another company? No. A director must be a natural person. Where a corporate shareholder wants board representation, it nominates an individual who serves in their own name and carries the duties personally.
Does bad credit stop you being a director? No. A poor credit record or being blacklisted is not a disqualification. Being an unrehabilitated insolvent following sequestration is — the distinction between owing money and being sequestrated matters here.
Do you have to be a shareholder to be a director? No. Directors manage the company and shareholders own it. One person can be both, and usually is in a small company, but neither role requires the other.
How many directors does a private company need? At least one, unless the company's Memorandum of Incorporation requires more. Public and non-profit companies have higher minimums.
What happens if a disqualified person is appointed as a director? The appointment is void, it is an offence for that person to act as a director, board decisions taken may be challenged, and the person can be held personally liable for loss arising from their conduct.
Get the consent and the declaration in writing
Almost every problem here traces to the same thing — someone was appointed without anyone asking the disqualification questions, and it surfaces years later during a bank review or a dispute.
Smartbook handles director appointments and removals at CIPC, with a proper consent and declaration on file, and updates the SARS registered representative where it changes.
Last reviewed: 28 July 2026. Written by the Smartbook team — SAIPA and SAICA accredited, SARS registered tax practitioners. Director eligibility, disqualification and delinquency are legal questions governed by the Companies Act 71 of 2008 — where there is any doubt about a specific person's position, take legal advice. General guidance, not legal advice.
Primary sources: Companies Act 71 of 2008 · CIPC · CIPC e-Services