Directors change: someone joins, someone leaves, someone dies, a partnership ends. The register does not update itself, and until it does, the world — banks, customers, SARS, courts — treats whoever is listed as the person responsible.
Why it matters more than it looks
A director who has resigned but is still on the register still appears to hold the office. They may be treated as responsible for what the company does, they will show up on any compliance check, and their personal details remain attached to a business they no longer have anything to do with.
Going the other way, someone who has joined but has not been registered cannot properly act for the company. Banks will not accept them as a signatory, and a contract they sign may be challenged later.
Both situations are usually the result of nobody getting round to the form, not of any dispute. Both cause real problems anyway.
What the change involves
The change is notified to the CIPC, and it requires documentation: identity documents, and written evidence of the decision — a resignation letter for a departure, or the resolution appointing someone. The company's own founding documents may set requirements about how directors are appointed and removed, so check them before assuming a simple majority will do.
Keep the paperwork. A signed resignation letter with a date on it is the thing that settles an argument about when somebody stopped being responsible.
Removing a director who does not agree
This is a different matter entirely and it is where small companies get hurt. The Companies Act sets out grounds and processes for removing a director, and they involve notice, an opportunity to be heard, and specific majorities depending on the circumstances.
Do not attempt it informally. Do not simply file the change and hope. A removal done improperly can be reversed, and the dispute that follows is far more expensive than the advice would have been. Where there is disagreement, take advice before you act.
Death or incapacity
A company with two directors, one of whom has died, is a company that may be unable to operate — particularly where the bank requires two signatories or the founding documents require a quorum. The estate process is separate and slow.
The time to think about this is before it happens: know what your founding documents say about quorums and vacancies, and know whether the company could function tomorrow if one person could not act. For many two-person companies the honest answer is no, and there are straightforward arrangements that fix it.
The habit worth having
Whenever a director changes, do three things in the same week: notify the CIPC, tell the bank, and tell SARS. They are separate systems and none of them tells the others.
Then check the register once a year, when the annual return comes round. Confirming the directors is part of that filing anyway, and it is the one moment each year when someone looks.
General guidance, not legal advice. Director removal, disputes and deceased estates are areas to take proper advice on.