Director & Shareholder Governance Shield
Standard short-form CIPC registrations (CoR 15.1A) leave companies vulnerable to 50/50 deadlock paralysis, forced share transfers, and joint personal liability under Section 77 of the Companies Act 71 of 2008.
Regulated TCSP ID: 65232 | D-U-N-S® Registered: 933356652
Risk Audit from R1,850 · Custom CoR 15.1B MOI Upgrade from R3,850
Nobody warns you at registration. CIPC gives you a default, and the default is what a court will read.
Off-the-shelf CIPC registrations contain NO Right of First Refusal (ROFR), NO Tag-Along / Drag-Along exit rights, and NO tie-breaker mechanisms for equal-shareholder deadlocks. Shareholders can legally sell equity to competitors without consent.
Translation: a co-shareholder can sell to a stranger, and a 50/50 board can simply stop functioning.
Under Section 15(7) of the Companies Act, any private “handshake” or unfiled Shareholders' Agreement that conflicts with your registered CIPC MOI is legally VOID. Public CIPC filings always override private side contracts.
Translation: the agreement in your drawer may already be unenforceable.
Directors face 100% personal financial liability for reckless trading or unauthorised debt incurred by co-directors or silent partners.
Translation: you can be sued for a decision you never made.
South African law has no “silent director”. Read the Silent Director Liability guide → · Foreign Director Compliance →
Lending your ID or passport to a relative, or collecting dividends as a passive partner, does NOT shield you from financial ruin under South African law.
• No Legal Concept of “Silent Director”: The moment your ID or passport is on CIPC records, you carry 100% fiduciary responsibility.
• SARS & Creditor Attachment: SARS can hold directors personally liable for unpaid VAT, PAYE and tax penalties under tax administration law.
• Ignorance is No Defence: Stating in court that you “weren’t involved in daily operations” does not discharge Section 77 personal liability.
Specialised verification and compliance management for non-resident directors, SADC cross-border founders and passport holders requiring CIPC Foreigner Assurance Verification (FAV) and SARS Public Officer alignment.
A board that spans borders compounds the Section 77 problem: a non-resident director cannot be your SARS Public Officer, and an unverified foreign director cannot be filed at CIPC at all.
Three questions. Submit your answers and a consultant reviews them against your CIPC record and comes back with a fixed-price remediation path.
Exposure Reading Key
🚩 1+ “Yes” or “Unsure”: Moderate Risk — Operating on default CIPC rules without transfer or deadlock protection.
🚨 2+ “Yes”: Severe Risk — High exposure to Section 15(7) contract invalidation or Section 77 personal director liability. Immediate remediation required.
Start with the audit, then upgrade the MOI. Both are fixed-price, and every audit ends with a written remediation report.
Tier 1
R1,850
Forensic CIPC MOI audit · Section 15(7) agreement alignment check · Section 77 director liability assessment · written remediation report.
Tier 2 — Most Selected
From R3,850
Drafting a bespoke CoR 15.1B MOI · embedding Right of First Refusal (ROFR) · 50/50 deadlock tie-breakers · Tag-Along / Drag-Along exit rights · board resolution shielding · formal CIPC filing.
Add-on fee schedule
+ R450 per additional director above 2 | + R650 per year of active trading with an unaligned CoR 15.1A MOI | + R1,200 Foreigner Assurance Verification (FAV) & SARS Public Officer alignment.
Complex multi-shareholder or cross-border structures scale upward from your audit findings. Aftercare available on the Promise to Pay plan.
If your risk audit reveals overdue CIPC annual returns, unfiled BOREG registers, or SARS Public Officer misalignment, browse our SA-Biz Shop for the Business Facilitation & Aftercare Package (R2,850) and full statutory cleanup options.
🛡️ Verified Corporate Execution: TCSP ID: 65232 | D-U-N-S® Registered: 933356652 | POPIA-Compliant | Refund Guarantee | 100% CIPC & SARS Audit-Ready
Tell us how your company is structured. A registered TCSP consultant will confirm your tier, quote any risk add-ons, and scope the CoR 15.1B upgrade if one is needed.
Thank you — an advisor will contact you on WhatsApp or phone shortly.
Prefer to read first? Silent Director Liability · Foreign Director Compliance · CIPC Annual Returns
Or call/WhatsApp +27 68 073 6785 · info@maltechafrica.co.za
By submitting this form you accept our Privacy Policy.