Raising Capital from the Public? CIPC’s New Prospectus Rules
This article will count 0.25 units (15 minutes) of unverifiable CPD. Remember to log these units under your membership profile.
If your client is planning to raise capital from the public, you need to apply CIPC’s tightened rules included in Guidance Note 1 of 2026.
As practitioners, we’re often called in after clients get stuck in the process. But with these new requirements, prevention is better than cure. Here's what we need to know to guide them through prospectus registration before it becomes a compliance headache.
What you need to know
📝 For a draft prospectus, submit:
A prospectus that follows Chapter 4 of the Companies Act
Certified ID copies of all directors and the applicant.
📄 For the final version, CIPC wants:
A signed and initialed copy from all directors (both digital and printed)
A table listing all investment risks
A sworn affidavit from two directors
Consent letters from your attorneys, bankers, auditors, and secretary
Certified ID copies and power of attorney (if applicable)
Copies of key contracts, Cor46.4 form, and proof of special resolutions
Confirmation that your beneficial ownership or securities register has been filed.
📢 After the offer closes, you’ll still need to:
Declare how many securities were issued (and their total value)
Submit a copy of the shared prospectus
Report back after 6 and 12 months, including audited financials and compliance declarations.
Why this matters
Failure to comply could trigger a formal investigation or a CIPC Compliance Notice. More importantly, it's our job to help clients raise capital without regulatory drama.
This is a great opportunity to position yourself as a trusted compliance partner. So if you're advising a startup, restructuring an entity, or working with clients aiming to grow through public investment, make sure you’re across the latest filing checklist.
