Deregistering/closing your company

A business can be referred for deregistration upon request from the company or close corporation or any other third party, provided that the company or close corporation has ceased to carry on business; and has no assets or, because of the inadequacy of its assets, there is no reasonable probability of the company or close corporation being liquidated.

Deregistration will also be triggered when two or more successive annual returns are outstanding, in which case the company or close corporation will be automatically referred by the system and then notified by registered mail or alternative electronic methods of communication.  The contact details as per the Commission records will be used to communicate the deregistration.  If your contact details are outdated or incorrect, the Commission is not liable if you have not received such notification before deregistration.

Companies and close corporations are responsible for informing the Commission of contact details to ensure that they receive relevant notifications and reminders.

To deregister your company or close corporation, follow these steps:

Step 1:  Write a letter to CIPC

The letter must include the following statement confirming that:

    • The close corporation is not carrying on business or is dormant; and
    • Has no assets, or because of the inadequacy of its assets, that there is no reasonable probability of the close corporation being liquidated (if third party, the statement must be supplemented with sufficient documentary proof confirming the statement);
    • If the close corporation submits the request, the letter must be signed by each active member of the close corporation, or otherwise by the third party who is requesting the deregistration; and
    • Tax number (if available).

Step 2:  Prepare supporting information

CIPC will be unable to proceed with the changes unless the following supporting documentation is attached to the letter:

    • Tax clearance certificate or any other written confirmation from SARS that no tax liability is outstanding;
    • Certified ID copy of any of the persons signing the letter wherein deregistration is requested;
    • If a third party is applying for the deregistration, documentary proof must be submitted confirming the statement that:
      • the company or close corporation is not carrying on business or is dormant and
      • 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).

Step 3:  Scan and e-mail

  • Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the letter and supporting documents to deregistrations@cipc.co.za;

The service delivery standard is 10 working days from the date of tracking an application to process the deregistration request.  To complete the entire deregistration process (notifications to interested parties) takes 3 calendar months, whereafter a notification will be posted to the applicant (called a final deregistration letter).  CIPC also publishes a list of all entities that have been finally deregistered on its website.  If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.


You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

  

Note: Full finalisation of deregistration is dependent on statutory advertisement process which is 3 months.

After completion of the deregistration process, the final deregistration notice will be posted to the person requesting the deregistration.  If you did not receive the final deregistration notification after 4 months, please send a query to us by going to “Enquiries” and select the correct option.

Re-instating your close corporation

Once a close corporation (CC) has been deregistered, an application can be made to have it re-instated, provided that the following procedures are followed:

  • First confirm the status of the CC with the office because an application may have been lodged by the South African Revenue Service for the CCs deregistration.
  • If it is confirmed that it is deregistered, the following procedure for re-instatement should be followed:
    • Submitting a re-instatement application on form CoR40.5; and
    • Submitting all outstanding annual returns

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

  • The close corporation or company 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
  • It is in the best interest of a creditor.


If none of the above can be proven by the documentary evidence, the CIPC will not re-instate the business 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 are:-

  • 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 CK2);
  • Quicker since not necessary to obtain the necessary supporting documents to the re-instatement application, namely multiple deed search, affidavits, news paper advertisement and possibly letters from the Department of Public Works and National Treasury.

 

Steps to re-instate a close corporation:

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.

  

Step 2:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

Step 3:  Deposit funds

  • Deposit R200 into the CIPC bank account.  For the bank account details, click here.

Step 4: Apply for re-instatement of your close corporation

  • Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed and signed documents together with supporting information to re-instatements@cipc.co.za
  • 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);
    • 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  (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.

The service delivery standard is 30 working days from the date of tracking an application. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Liquidating or winding up your company or close corporation

In the life cycle of the CC, it may cease to operate and wish to be deregistered or it may be “dissolved” as a result of liquidation. These situations are usually quite complicated and technical and specialist information should be sought.

Liquidation and deregistration are not the same thing.

Liquidation

Liquidation implies that the business is not able to pay its debts.

Liquidation further implies that the business will cease to operate (generally as a result of financial problems).

The liquidation may come about:

  • as a result of a legal court process, or
  • by the creditors or
  • it may be voluntary liquidation i.e. applied for by members of the CC.

 

Voluntary Winding up of a company or close corporation

Solvent company or close corporation

A solvent company or close corporation may be wounded up voluntarily by members or by a creditor by the adoption of a Special resolution by the company or close corporation.  The resolution must be filed with the CIPC by filing the CoR40.1 with supporting documents.

Before the resolution is adopted by the company or close corporation, the company or close corporation must set security with the Master of the High Court for the payment of the company’s debts within no more than 12 months after the start of the winding-up of the company or close corporation or obtain consent of the Master to dispense with security.

For consent to dispense with security the following information must be provided to the Master:

  • A sworn statement by a director (if a company) or member (if a close corporation) authorised by the board of the company stating that the company or close corporation has no debts;  and
  • A certificate by the company's or close corporation's auditor, or a person who meets the requirements for the appointment of an auditor (if company does not have a auditor) stating that to the best of the auditor’s knowledge and belief and according to the financial records of the company or close corporation, the company or close corporation appears to have no debts.
  • Note:  It should be noted that the above requirements are determined by the Master itself and therefore, the above may not be correct.  Therefore, the above only serves as a guide as to what the Master may require. 
  • A company or close corporation remains a juristic person and retains all of its powers as such while it is being winded up voluntarily.  From the beginning of the company close corporation’s winding-up, it must stop carrying on its business except for those activities required for the benefit of the winding up process.  Also all the powers of the company's directors or close corporation’s members cease, except to the extent specifically authorised,
    • by the liquidator or shareholders in  a general meeting in the case of winding-up by company, or
    • by the liquidator or creditors in the case of winding-up by creditors.
  • A company or close corporation is dissolved as of the date its name is removed from the companies' or close corporation register.  The removal of a company or close corporation’s name does not affect the liability of any former director or shareholder (for close corporation its members) or any other person in respect of any act or omission that took place before the close corporation was removed from the register.
  • At any time after a company or close corporation has been dissolved, the liquidator or other person with an interest may apply to a court for an order declaring the dissolution to have been void, or any other order that is just and equitable in the circumstances and if the court declares the dissolution to have been void, any proceedings may be taken against the company or close corporation as might have been taken if the company close corporation had not been dissolved.
  • Legal personality is only terminated once the entity is “dissolved”.

To voluntarily liquidate your solvent close corporation, follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

Step 2:  Deposit funds

  • Deposit R250 into the CIPC bank account.  For the bank account details, click here.

Step 3: Apply for solvent liquidation of your company or close corporation

  • Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed and signed documents together with supporting information to liquidations@cipc.co.za
  • The following supporting documents must be included in your e-mail for winding up by the close corporation or creditors:
    • Security - JM12 or consent to dispense with security – if winding up is by company or close corporation itself;
    • Original or certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
    • Originally certified ID copy of signatory (active director (company) or member (close corporation)/company secretary/representative)
    • Power of attorney – if representative

The service delivery standard is 10 working days from the date of tracking. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

  

Insolvent company or close corporation

 To voluntarily wind up your insolvent company or close corporation, follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code, proceed to step 2.

 Step 2:  Deposit funds

  • Deposit R80.00 (plus penalty of R150.00 if not lodged within a month after the meeting) into the CIPC bank account.  For the bank account details, click here.

Step 3: Apply for insolvent liquidation of your company or close corporation

  • Print and complete form CM26.
  • Scan and e-mail the completed and signed documents together with supporting information to liquidations@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • CM25a or CM25 plus notice of the meeting;
    • Original or certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
    • Security - JM12 or consent to dispense with security – if winding up is by company
    • CM100 – Statement of Company AffairsOriginally certified ID copy of signatory on the CM 26 (active director/company secretary/representative)
    • Power of attorney – if representative

The service delivery standard is 10 working days from the date of tracking. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Liquidation or Winding up by Court Order or setting aside of liquidation proceedins or dissolution

To wind up a company close corporation by court order, follow these steps:

Step 1:  Register as a Customer (preferable, but not compulsory)

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

Step 2: Wind up the close corporation by court order

Click here to upload  and submit the signed forms and supporting documents to CIPC OR e-mail the following to  liquidations@cipc.co.za

  • Letterhead of person submitting court order indicating contact details of person submitting it and customer code (preferable); and
  • Copy of court order.

The service delivery standard is 10 working days from the date of tracking. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Start and manage Business Rescue proceedings for your close corporation

Chapter 6 of the Companies Act 2008 (Act 71 of 2008) provides for the efficient rescue and recovery of financially distressed companies and close corporations, in a manner that balances the rights and interests of all relevant stakeholders.  All businesses that are financially distressed and want to take a decision to start rescue proceedings can file a notice to start business rescue proceedings with the CIPC.

Business rescue can be initiated by:

  • The board of directors (company) or members (close corporation);
  • Various affected persons by application to court (including shareholders, creditors, registered trade unions and employees).

The decision by a board to pass a resolution for business rescue needs to be done urgently to enable the business rescue practitioner to take control for the purposes of investigating the affairs of the business, preparing a business rescue plan, having the plan approved and implementing the plan. 

A business rescue practitioner will be appointed to oversee and supervise on a temporary basis the management, affairs and business of the company and to devise, prepare, develop and implement a business rescue plan.  The plan will be implemented if approved by creditors and shareholders to the extent that the rights of the shareholders will be affected.

A director (company) or a member (close corporation) would have a duty to pass a resolution for a company or close corporation’s business rescue or alternatively resolve to wind up or liquidate as soon as he or she becomes knowingly aware that the company or close corporation is either:

  • financially distressed or
  • is trading in insolvent circumstances (both factually in that its liabilities exceed its assets, and commercially in that it cannot pay its debts to creditors as and when they fall due

During the company or close corporation’s business rescue proceedings, each director (company) or member (close corporation):

  • would continue to exercise the functions of a director or member subject to the authority of the practitioner duly appointed
  • must assist the practitioner that is expected to operate the company or close corporation and to continue to run its business
  • may delegate any power or function to the practitioner duly appointed that would have full management control of the company in substitution for its board and pre-existing management.

Important:  No liquidation proceedings must have commenced against the company when a decision is taken to start business rescue proceedings.

To file for business rescue, follow these steps:

Step 1:  Resolution to commence business rescue

  • The board of directors (company) or members (close corporation) determines that the company or close corporation is financially distressed and resolves to commence business rescue proceedings.  The resolution is documented and signed by the directors (company) or members (close corporation) present at the meeting.

Step 2:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 3.

Step 3:  File for business rescue 

  • Print and complete form CoR 123.1
  • Prepare and commission a sworn statement which contains inter alia the following information:
    • Full name, surname and ID number of person undertaking the sworn statement;
    • Reasons for resolution to start business rescue proceedings (reasons that led to the business being financially distressed and how the business propose to address the distress);
    • Physical address where most of the business activities in the current financial year were undertaken; and
    • All legal proceedings the business is involved in (especially proceedings against the company or close corporation), the nature of such legal proceedings and the status thereof.
  • Scan and e-mail the CoR 123.1, sworn statement and resolution to businessrescue@cipc.co.za

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

  • Certified ID copy of the owner of the customer code;
  • Certified ID copy of the director / member undertaking the sworn statement;
  • Letter from the company or close corporation on its letter head declaring:
    • Public Interest Score break down and total (as indicated in Companies Regulation 26(2));
    • Primary business activities (industry) undertaken in the current financial year; and
    • Nomination of BRP with declaration on his independence
  • Resolution by the company or close corporation to start business rescue;  and
  • Letter from the to-be-practitioner declaring his/her:
    • Capacity to accept the new nomination;
    • Independence from the business;  and
    • Not disqualified as prescribed in the Act.

Note:  If the board decides not to adopt a resolution commencing business rescue proceedings, after considering the financial state of the company or close corporation, the notice of decision not be begin business rescue (CoR123.3) must be filed with CIPC by emailing it to businessrescue@cipc.co.za together with a statement of the criteria for being financially distressed and the reason for not adopting a business rescue resolution.

The service delivery standard is 2 working days of receipt of notice to start business rescue proceedings.

  • Step 4.  File and Publish Notice of Appointment of Practitioner

    Within five days after filing a resolution, the compan or close corporation must appoint a business rescue practitioner, conditionally licensed for the project.

    • Once the nominated practitioner received a registration certificate, then the company applying for business rescue must print and complete form CoR 123.2.
    • The CoR123.2 must be accompanied by a consent letter of the practitioner accepting the appointment.
    • Scan and e-mail the completed and signed documents to businessrescue@cipc.co.za
    • The company must also inform all affected parties of the appointment.

    Step 5:  File a status report with CIPC

    The Practitioner must file a status report (CoR125.1) with CIPC after three months by e-mailing it to businessrescue@cipc.co.za. If business rescue proceedings are not concluded within 3 months, or within the time extension granted by court, the business rescue practitioner must file monthly report updates with the CIPC or to the court, in the case of a court-ordered business rescue process, until the proceedings are concluded.

     The service delivery standard is 5 working days of receipt of notice to start business rescue proceedings. 

    Step 6: File Notice of Substantial Implementation of business rescue plan or business rescue termination

     

    The practitioner must either file a CoR125.2 (Notice of Termination of Business Rescue Proceedings)  or CoR125.3 (Notice of Substantial Implementation of a Business Rescue Plan) as soon as the proceedings has ended.


    E-mail the completed form to businessrescue@cipc.co.za.

    The service delivery standard is 5 working days of receipt of notice to start business rescue proceedings 

Application for License as Business Rescue Practitioner

A person may be appointed as a business rescue practitioner of a company only if that person is a member in good standing of a legal, accounting or business management profession.

A conditional license as a business rescue practioner will only be issued to a person who has been nominated by a company that is financially distressed. 

To apply for a license as a business rescue practitioner, follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

 Step 2:  Deposit funds

  • Deposit R500 into the CIPC bank account.  For the bank account details, click here.

Step 3: Apply for a license as business rescue practitioner

  • The following supporting documents must be included in your e-mail:
    • A comprehensive resume containing full and detailed particulars of the applicant’s history and relevant practical experience in business turn around practice
    • Certified copies of the qualifications of the applicant;
    • Motivation to substantiate the specific group or category that the applicant wishes to be licensed for clearly demonstrating relevant experience for a:
      • senior practitioner (combined period of at least 10 years)
      • experienced practitioner (combined period of at least 5 years)
      • junior practitioner (combined period of less than 5 years)
      • Evidence to substantiate the factual information in respect of history and relevant practical experience
      • Provide applicable references that relate to the years of experience required for the specific category
    • Registration number/s that reflects membership of relevant professional body or bodies
    • Certified copy of your Identity Document or Passport
    • A letter from the business that is applying for business rescue proceedings that nominates the applicant as the rescue practitioner
    • Public Interest score (PIS)_of Company (a breakdown of the calculation of the PI score is required) and Industry affiliation
    • A statement that the applicant is not disqualified from being appointed as a practitioner in terms of section 138(1) (c), (d), (e) and (f)
    • A letter confirming that the practitioner is not under probation and has the capacity to do the business rescue proceedings
    • The practitioner declares that he is independent and has no relationship with the company
    • Tax clearance certificate

The service delivery standard is 5 five working days after lodging the Notice of Beginning of Business rescue proceedings. 

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Conversion from a close corporation to a company

 A close corporation can be converted to a company.  The conversion can be done manually.

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

 Step 2:  Deposit funds

  • To convert a close corporation to a short standard private company (CoR15.1A), deposit R50 for the name reservation and R125 for company registration  the CIPC bank account.  For the bank account details, click here.
  • To convert a close corporation to a company with a customised Memorandum of Incorporation, or using CoR15.1B, deposit R50 for the name reservation and R425 for company registration into the CIPC bank account.  For the bank account details, click here.

Step 3: Convert the close corporation to a company

 Important: Use the name that the company will be using after conversion on all the forms

To convert a close corporation to a company, complete the following:

  • Form Cor 18.1 Application to convert a close corporation to a company
  • A Memorandum of Incorporation for the company to be formed (CoR15.1.A or CoR15.1 B or customized MOI)
  • Form CoR39 to identify the initial directors of the company
  • Form CoR21.1 if a change in registered office is to be made
  • Form CoR25 if a change in financial year end is to be made
  • Form CoR44 if an auditor for the company has been appointed
  • Form CoR44 if an audit committee has been appointed
  • Form CoR 9.4 (reserve a name) if a change of name must take place upon conversion
  • Other supporting documents required are: 
    • The original written resolution or statement of consent
    • Certified identity copy of the applicant
    • Certified copied of the identity documents of all the incorporators and the directors