If the company or close corporation was deregistered, can the company or close corporation still be re-instated (restored)?

Yes but only if proofed that the entity was holding property or was active at the time of deregistration.  Once a company or close corporation has been “final deregistered”, the company or close corporation or any other person may apply for re-instatement upon filing of a Form CoR40.5 and supporting documents. Upon the processing of the re-instatement application, the status will be changed to ”re-instatement process” pending the filing of the outstanding annual returns via annualreturns.cipc.co.za at which point the status will change to “in business”.

What is the fee for a re-instatement application (Form CoR40.5)

R200.00

What is the requirement for re-instating (restoring) a company or close corporation if it was finally deregistered?

CIPC will only re-instate a company or close corporation if:

  • The company or close corporation was in business at the time of deregistration (Sufficient documentary evidence in the form of bank statements for a period of six months before and six months after deregistration are required).
  • Immovable property is registered in the name of the deregistered business; or
  • The court issued an order re-instating the company or close corporation.

If none of the above can be proven by documentary evidence, the CIPC will not re-instate the company or close corporation and it is advised that a new company be registered at a cost of R125.00 without a name and R50 for each name reservation application (provided that the standard default option is selected).

The benefits of registering a new company is:

  • Cost benefit, since re-instatement requires the payment for the filing of the re-instatement application (R200.00) and filing of all overdue annual returns (based on entity category and payment scale) while a new company registration requires only a payment of R175.00;
  • After the filing of the overdue annual returns, the records of the entity must be updated by the filing of the required statutory amendment forms (e.g CoR39, CoR 21.1, CK2) and even possible amendments to a company’s MoI;
  • Quicker since not necessary to obtain the necessary supporting documents to the re-instatement application, namely multiple deed search, and possibly letters from the Department of Public Works.

In terms of section 82(4) of the Companies Act, any interested person may apply to re-instate a company or close corporation.  Therefore, for example the company or close corporation itself may apply for re-instatement or any of its creditors or any other person that needs to have the company or close corporation re-instated in order to take further legal action against the company or close corporation.

If the re-instatement application is brought by any person, other than the company or close corporation or it’s duly appointed representative, then it is advisable to approach a court for an order of re-instatement.  In terms of Companies Regulation 40(6) the company or close corporation is only fully re-instated (or its legal personality restored), once all outstanding annual returns are filed. It is only the company or close corporation or its duly appointed representative that can file the annual returns.

 Step 1: Assessment

  • Determine whether the company or close corporation was active at the time of deregistration or immovable property is registered in the name of the company or close corporation.
  • If no immovable property registered in the name of the entity or the entity has not been active, please do not proceed with a re-instatement application.
  • If a creditor, please do not proceed with a re-instatement application. Approach a court for an order re-instating the company or close corporation.

Step 2: Deposit funds

Deposit R200 into the CIPC bank account using your customer code as reference. For the bank account details, click here.

A court order re-instating an entity is free of charge.

Step 3:  Re-instating the company or close corporation

Re-instating by court order

Indicate customer code on court order, scan and e-mail to re-instatements@cipc.co.za.  All attachments must be in PDF or TIFF and application submitted as a single e-mail.

  • If customer code is not indicated on the court order, CIPC will proceed to process the court order but no notification will be issued that it has been processed. A ticket must then be logged to follow up on the processing status.
  • Just submit the court order (or court order and rule nisi or notice of motion, in instances where the court order states that the rule nisi is confirmed).  Please do not include other pieces of correspondence or documents with the court order since such is not used upon processing the court order.

Apply for re-instatement of your company by submitting a CoR40.5

Scan and e-mail the completed and signed Form CoR 40.5 together with supporting information to re-instatements@cipc.co.za. All attachments must be in PDF or TIFF and application submitted as a single e-mail.

The following supporting documents must be included in your e-mail:

  • Certified ID copy of the applicant (director/member);
  • Certified ID copy of the customer filing the application;
  • Multiple Deed search (reflecting ownership of immovable property or not);
  • Letter from the Department of Public Works, indicating that such department has no objection to the re-instatement, if it has immovable property;
  • Mandate from the applicant on whose behalf the application is being submitted; and
  • Sufficient documentary proof indicating that the company or close corporation was in business (Provide evidence that the company was conducting business related activities at the time of deregistration, namely bank statements for a 12 month period that runs over the date of deregistration) or that it had any outstanding assets or liabilities (e.g. property, intellectual property rights) at the time of deregistration.

Step 4: Files Outstanding Annual Returns

Once the Form CoR40.5 is processed, all outstanding annual returns must be filed by the company or close corporation to complete the re-instatement process. If annual returns are not filed, the entity cannot be re-instated (or its legal personality restored) unless a court order for re-instated was submitted.

What is the reason for all the requirements on a CoR40.5?

The reasons for the requirements for a re-instatement are explained below:-

(1)  Certified ID copies of the applicant (directors / members):  to confirm who is the applicant and that such applicant has consented to the re-instatement,

(2)  Certified ID copy of the customer (owner of the customer code): to confirm that the owner of the customer code is submitting the application since there is a financial impact on the customer for submitting such application,

(3)  Multiple Deed search:  to confirm whether there are any immovable property in the name of the entity in order to determine whether consent for the re-instatement must be provided by the Department of Public Works,

(4)  Letter from the Department of Public Works:  the intention is to confirm that such national departments, who take custodianship of property not owned by any person or entity in terms of the common law doctrine of bona vacantia, do not have an objection to the re-instatement,

(5)  Mandate from the applicant on whose behalf the application is being submitted: the purpose is to confirm that the person submitting the application on behalf of the applicant has the necessary mandate to do so.

(6)  Documentary proof that the entity was in business at the time of deregistration:  the purpose is to ensure that proper grounds exist for the re-instatement since deregistration creates the assumption that the entity was inactive, and to ensure that only entities that were active at the time before or during deregistration are re-instated.

The company or close corporation do not have bank statements to confirm that it was conducting business at the time of final deregistration, what other documentary proof may I submit?

Kindly log a ticket via the CIPC online enquiry system and provide a detailed narrative of the circumstances with supporting documents, for the re-instatement team to access whether the company or close corporation can be re-instated and what alternative documentation must be submitted.

How do I conduct a deed search?

A deed search may be obtained from the Deeds Office or any search engine where you may search for property. E.g WinDeed or LexisNexis.

By conducting a Google search with the words “deed search” you will be provided a list of other websites where a deed search may be conducted.

What will happen if the company or close corporation fails to file the annual returns after filing of the CoR40.5?

If the company or close corporation fails to file annual returns within 30 business days from date of the re-instatement, the company or close corporation will be finally deregistered again, without any further notification.  If the applicant wants to proceed with the re-instatement, the applicant will have to apply again for the re-instatement of the company or close corporation by submitting the Form CoR40.5 and supporting documents again (and being billed again) to re-instatements@cipc.co.za.  

Why is the status changed to “re-instatement process” after the processing of the application and not to “in business”?

In terms of Companies Regulation 40(6), - CIPC may only re-instate (or fully effect the re-instatement process) after all the outstanding annual returns have been filed.

 

Therefore, upon the processing of the re-instatement application, the status is changed to “re-instatement process” and only after all annual returns have been filed, to “in business”.

Who qualifies as the applicant in terms of the re-instatement application form?

The applicant may either be,

  • The Directors/members of the company or close corporation,
  • A third person who has an interest in the re-instatement of the company or close corporation,
  • The duly authorised representative of the directors/member/third person.

 The person, whose customer code is used to file and affect payment, may not necessarily be the director/member/third person/representative.

It should be noted that if a third party applies for the re-instatement of the company or close corporation, that they approach the court for a court order re-instating the entity.  The reason for such is that a third party cannot submit outstanding annual returns on behalf of the company or close corporation and therefore cannot complete the re-instatement process.

How would I know whether the re-instatement application has been processed?

A confirmation letter and web certificate will be e-mailed to the e-mail address on the customer code profile.

If such was not received, kindly log an enquiry via the CIPC online enquiry system www.cipc.co.za / enquiries.

How must the annual return be filed?

Annual returns may only be filed on the CIPC Annual Return Website annualreturns.cipc.co.za using any computer, smart phone or tablet, or CIPC Self-Service Terminal (SST). The person filing the annual return must have a valid customer code, and physically submit the information via annualreturns.cipc.co.za or SST.  A step by step guide on how to file is available on annualreturns.cipc.co.za / step 4 / how to guide.

 WARNING:  Just submitting a deposit to the CIPC account, does not constitute filing. The actual information must still be filed via annualreturns.cipc.co.za or SST.

Who may file an annual return on behalf of a company or close corporation?

Due to the nature and the content required on an annual return, such must be filed by the company or close corporation or its duly authorised representative that is in a position to provide the required information.