The processes and forms to be used for deregistration of companies and close corporations are identical in the new Companies Act, due to the fact that section 26 of the Close Corporations Act, 1984 was repealed.
A company or close corporation may be referred for deregistration in the following circumstances:
- Upon application by the company / close corporation itself;
- If annual returns are outstanding for more than 2 (two) successive years, in which case the company or close corporation will be automatically referred by the system and then notified;
- If the Commission believes that the company or close corporation has been inactive for 7 (seven) years or more.
Once a company or close corporation has been finally deregistered, it may apply for restoration where after all outstanding information (including annual returns) must be lodged.
Under the regime of the Companies Act, 1973, companies who wanted to restore a company had to apply to the High Court of South Africa for such restoration. The Companies Act, 2008 has simplified this process immensely in order to assist the business world in preserving their companies and close corporations.
When a company and close corporation wants to apply for the restoration of that entity the following documentation needs to be lodged with the Companies and Intellectual Property Commission (CIPC), together with a fee of R200 for re-instatement:
- CoR 40.5 – Application for re-instatement of deregistered company;
- Certified ID copy of the applicant (director/member);
- Certified ID copy of the customer, filing the application;
- Deed search (reflecting ownership of immovable property or not);
- Letters from National Treasury and the Department of Public Works, indicating that such departments have no objection to the re-instatement, if it has immovable property;
- Advertisement in a local newspaper giving 21 days notice of proposed application for re-instatement;
- Affidavit indicating the reasons for the non filing of annual returns, if deregistration was due to non compliance in relation to annual returns;
- Affidavit indicating the reason for the original request for deregistration, if the company or close corporation itself applied for deregistration; and
- Sufficient documentary proof indicating that the company or close corporation was in business or that it had any outstanding assets or liabilities (e.g. property, intellectual property rights), at the time of deregistration.