Deregistration of companies and close corporations occurs when a company is removed from the Companies and Intellectual Property Commission (CIPC) register. The CIPC publishes in the Government Gazette the list of companies and close corporations that would have been deregistered. In terms of the Companies Act 71 of 2008, section 82(3)(a)(i), the CIPC may refer companies and close corporations for deregistration if it has failed to file annual returns for two or more years.
Companies and close corporations that fail to submit annual returns in terms of section 82(3)(a)(i), read with Companies Regulation 40(2) to 40(4) 2011, will be referred for deregistration and eventual final deregistration.
Companies Act section 82(3)
‘In addition to the duty to deregister a company contemplated in subsection (2)(b), the Commission may otherwise remove a company from the companies register only if −
(a) the company —
(i) has failed to file an annual return in terms of section 33 for two or more years in succession.’
Companies Regulations 40(2)
‘(2) If a company or external company has failed to file an annual return for two years in succession, as contemplated in section 82(3)(a), the Commission may deliver a demand in Form CoR 40.3 to the company or external company by registered post, or other means of verified communication, requiring the company or external company to provide the satisfactory information contemplated in section 82(3)(a)(ii).’
The CIPC published a notice on 22 June 2022 that will allow companies / close corporations that are classified as ‘in deregistration’ due to not filing their annual return, to transfer their deregistration from 1 July 2022 by the CIPC due to non-submission of annual returns to voluntary deregistration
The recent notice 15 of 22 − Voluntary deregistration of companies and close corporations states that:
In addition to the standard documentary and supporting document requirements for a voluntary deregistration application, the letter requesting the deregistration of the company or close corporation must also contain the below two statements:
- The reason why the company or close corporation did not file its annual returns in time, and
- Request to change the status of the company or close corporation from AR Deregistration to voluntary deregistration.’
The notice does not imply that companies and close corporations will automatically be deregistered after failing to submit the annual returns. Companies and close corporations’ representatives need to submit the supporting documents as set out on the CIPC website and the previous notice, referred to below.
Companies / CCs can wait for the CIPC to deregister the company, but the process can take up to nine years, during which the company would have other compliance obligations. Under normal circumstances, if companies wish to deregister, they must bring the annual returns up to date and pay the fees prior to being able to deregister.
The CIPC published a notice in 2015 that outlines the procedure by which companies and close corporations can voluntarily deregister. The duly authorised representative of the company or close corporations is required to submit a written request, on a company letterhead via email, with supporting documentation, which includes:
- A certified ID copy of the person submitting the request
- The company’s tax number
- A tax clearance confirmation from SARS that no tax liability is outstanding, and
- A statement confirming that the company is not carrying on business, and has no or, alternatively, negligible assets
The CIPC released general frequently asked questions dealing with deregistration.
You may also find these links helpful:
- Notice 15 of 2022 – Voluntary deregistration of companies and close corporations
- Notice 53 of 2021 – Commencement of deregistration notification to companies and close corporations
Viola Sigauke, SAICA Project Manager: Regulatory Reporting