A company or close corporation may be deregistered upon request from the company or close corporation or any other third party, provided that the company or close corporation:-
(a) has ceased to carry on business; and
(b) has no assets or, because of the inadequacy of its assets, there is no reasonable probability of the company being liquidated.
In order for the CIPC to process the deregistration request, the following information is required on an original letter head of either the company, close corporation or any other third person applying for deregistration:-
- Statement confirming that
(i) the company or close corporation is not carrying on business or is dormant and
(ii) has no assets, or because of the inadequacy of its assets, that there is no reasonable probability of the company being liquidated (if third party, the statement must be supplemented with sufficient documentary proof confirming the statement);
- Tax clearance certificate or any other written confirmation from SARS that no tax liability is outstanding; (an affidavit if not registered for tax)
- If the company or close corporation submits the request, the letter must be signed by each active director, or otherwise by the person who is requesting the deregistration;
- Tax number (if available); and
- Certified ID copy of any of the persons signing the letter wherein deregistration is required.
Any person, organ of state or the company or close corporation itself.
Public companies are comparable to companies of the same status under the Companies Act, 1973. They are characterised by the following:
• Their MOI permits them to offer shares to the public but restricts limits or negates their right of pre-emption.
• The name of a public company must end with the word “Limited” or its abbreviation, “Ltd”.
• A public company must have at least three directors.
A company or close corporation may be referred for deregistration:-
- upon application by any party subject to the requirements for a request for deregistration,
- if annual returns are outstanding for more than 2 successive years, or
- if the Commission believes that the company or close corporation has been inactive for 7 years.
Will CIPC provide notification of the pending de-registration?
Yes. During the deregistration process notifications are mailed to the company or close corporation’s registered postal address as per CIPC records, informing it of the intended deregistration and a request to either provide confirmation that it is still active or to file outstanding annual returns. At the time of notification, the company or close corporation’s legal persona is not yet removed. The notification only serves to inform the company or close corporation of the intention to deregister it, if no objection or filing of annual returns occurs.
If deregistration is due to annual return non compliance, the de-registration process will be cancelled if all outstanding annual returns are filed while it is still in such status. If the cause for deregistration is any other reason, a written objection to the de-registration must be filed by posting or hand delivering the objection to CIPC. This objection must be addressed to the Deregistration Unit of CIPC. (the cancellation letter with the certified ID copy of applicant can be emailed to the unit as well)
Once a company or close corporation is “final deregistered” no Annual Return or objection can be processed.
The deregistration process, depending on the cause of deregistration, may take up to 3 months.