Grant Thorton SA explains consequences of company deregistration

By: Hospitality Partners Association  06-12-2013
Keywords: CIPC, close corporation deregistration

Introduction to the CIPC deregistration process We are all aware that companies or close corporations need to file annual returns with the CIPC and when you fail to do so, the CIPC has the power, to deregister the company or close corporation. The CIPC confirmed on 7 May 2013 that it continues to experience residual difficulties on its annual return system and therefore will not finally deregister any company or CC that was referred for deregistration due to non-compliance with annual returns before 30 June 2013. A company or CC which however was deregistered or placed in the deregistration process before 24 April 2013 will continue to be deregistered. Consequences of deregistration? Deregistration is equivalent to death as the business organisation ceases to exist and their assets pass to the State. If they own immovable property, it would not be possible for it to sell or pass transfer of the property. What to do if the company or close corporation has been deregistered? The good news is that Section 82(4) read with Schedule 3 of the Companies Act provides that an application can be made to reinstate the registration of a company or close corporation if it was deregistered as result of non-filing of annual returns. Such reinstatement will have the effect of reviving the company or close corporation’s rights and obligations. The CIPC will require the following documents for reinstatement:

  • An original form CoR 40.5;
  • A deed search reflecting the ownership, or non-ownership of immovable property;
  • If a company or close corporation is the registered owner of immovable property at the time of its deregistration, a letter from the Department of Public Works and National Treasury on the reinstatement process for companies and close corporations;
  • A copy of the advertisement in a local newspaper giving 21 days’ notice of the proposed application for re-instatement;
  • An affidavit indicating the reasons for not filing annual returns if the deregistration of the company or close corporation was due to non-compliance in relation to annual returns;
  • Sufficient documentary proof indicating that the company or CC was in business or that it had any outstanding at the time of the deregistration;
  • Upon the successful processing of the re-instatement application of the , all outstanding annual returns must be filed in order to complete the process.
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Keywords: CIPC, close corporation deregistration

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