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  If your contact details are outdated or incorrect, the Commission is not liable if you have not received such notification before deregistration.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 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 close corporation being liquidated (if third party, the statement must be supplemented with sufficient documentary proof confirming the statement);
    • If the company or 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 a company

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
  • 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 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 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 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, affidavits, news paper advertisement and possibly letters from the Department of Public Works and National Treasury.

 

Steps to re-instate a company:

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:  Deposit funds

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

Step 3: Apply for re-instatement of your company

  • 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

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

Solvent company

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”.

Business Rescue

Chapter 6 of the Companies Act 2008 (Act 71 of 2008) provides for the efficient rescue and recovery of financially distressed companies, 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;
  • By an application to court when the business is financially distressed;
  • 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 having a business rescue plan approved and thereafter implemented.

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 or a member would have a duty to pass a resolution for a company’s business rescue or alternatively resolve to wind up or liquidate as soon as he or she becomes knowingly aware that the company 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’s business rescue proceedings, each director of the company:

  • would continue to exercise the functions of a director subject to the authority of the practitioner duly appointed
  • must assist the practitioner that is expected to operate the company 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:  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:  File for business rescue 

  • Scan and e-mail the completed and signed documents together with supporting information to businessrescue@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • Sworn statement with reasons for resolution set out in detail.
    • Indication of primary business activities, PI Score break down and total
    • Resolution by company (directors)
    • Practitioner Nomination letter by company 
    • Acceptance letter of the nomination from Practitioner (A business rescue practitioner has to be licensed as a practitioner before he can be appointed.  See "Application for License as Business Rescue Practitioner".
    • If the board decides not to adopt  a resolution commencing business rescue proceedings, after considering the financial state of the company, 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. 

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”.

 

Step 3.  File and Publish Notice of Appointment of Practitioner

Within five days after filing a resolution, the company 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 4:  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.

 

Step 5: File Notice of Substantial Implementation of business rescue plan or business rescue termination


Print and complete CoR125.2 (Notice of Termination of Business Rescue Proceedings)  or CoR125.3 (Notice of Substantial Implementation of a Business Rescue Plan)


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

 

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”.

Amalgamation or merger of companies

Two or more profit companies (including holding and subsidiary companies) may merge, if upon implementation of the merger, each of the companies satisfies the solvency and liquidity test .

To be able to merge, two or more profit companies (including holding and subsidiary companies) must enter into a written agreement setting out in particular the following : (a)-(h)

(a)    The proposed MOI of the new company to be formed by the merger.

NOTE:   Where two or more companies merge one of two things can happen.

  • In the first instance:
    • Where a company merges with another with the aim of retaining one the merging companies. Eg. Company X merges with company Y with the aim of retaining company X.
    • In this instance, company Y must apply for deregistration but not necessary for company X (as it will be the operating business).
    • A new MOI may not be necessary, but optional.
  •  In the second instance:
    • Where two or more companies merge with aim of creating a new company. Eg. Company X merges with company Y with aim of creating a new company Z.
    • In this instance, company X and Y must deregister and register company Z. A new MOI is compulsory.

Amalgamation or Merger may only be registered manually.

To amalgamate or merge companies, 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: Register your company manually

  •  Print and complete the following forms relating to incorporation:
  • 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 companydocs@cipc.co.za;
  • The following supporting documents must be included in your e-mail:
    • Certified identity copy of applicant and directors
    • Letter authoring deregistration of company
    • Signed Agreements form the Merging companies (confirming that all Assets , securities have been transferred to the remaining company)
    • Special Resolution containing minutes of the meeting held when changes take place
    • Statement declaring that the company is solvent


The service delivery standard is 25 working days from the date of tracking.  If you do not receive your certificate of incorporation 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”.

Conversion from one type of company to another

The conversion from one type of company to another constitutes an amendment of the companies Memorandum of Incorporation (MOI).  The MOI of the converted company must comply with the requirements of the Companies Act, 2008 for that  A company can convert to any other type of profit company (private, public, state-owned or personal liability).  A non-profit company cannot convert to a profit company.  If a personal liability company wants to convert to any type of profit company, it must provide notice to its professional body or regulator 10 business days before applying to amend the MOI.

After conversion, the company must amend its suffix for the specific type of company.

To convert to a private or personal liability company, 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: Amend the MoI

 Print and complete form CoR15.2.

  • 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 moiamendments@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • certified copy of the written resolution or minutes of the meeting at which the decision to amend was taken
    • Certified copy of ID of signatory (active director/company secretary or representative)
    • Power of attorney – if representative
    • Certified copy of ID of applicant

The service delivery standard is 25 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”.

 

Conversions from company to a co-operative

A company can be converted to a co-operative.

Steps to follow:

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 R245 for co-operative registration into the CIPC bank account.  For the bank account details, click here.

Step 3: Convert a company to a co-operative

A company can be converted to a co-operative.  (Section 66 and 64 of the Co-operative Act (Act 14 of 2005).

  • Print and complete the following forms:
  • It is compulsory to appoint an auditor upon registration of a co-operative unless an exemption has been obtained.  In order to appoint an auditor, download and complete form CR4.  In order to obtain exemption from the audit requirements for an initial period of three years, download and complete form CR8.   
  • A constitution must be submitted as part of the application.  Select a relevant model constitution from our website.   Download the constitution and complete all the blank spaces.  The last page of the constitution must be signed by all the founder members of the co-operative.  Please note that you need to keep your original constitution.
     
  • Scan and e-mail the completed and signed documents together with supporting information to Cooperativesonline@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • Confirmation notice of name reservation - CoR9.4 (if applicable)
    • Certified identity copy of members
    • Power of attorney (if applicable)
    • Proof of payment
    • A sworn statement by a person who acted as the chairperson of the general
      meeting:
      • that the meeting has passed a resolution authorising the conversion of
        the company into a co-operative of the required kind and form;
      • that the meeting was specially convened to consider the resolution; and
      • that the chairperson has satisfied himself or herself that proper notice of
        the meeting was given to the members of the company;
    • A copy of the resolution and reasons for the conversion
    • Proof of the company registration
    • Certified copies of the company’s memorandum and articles of association/Memorandum of Incorporation
    • Two copies of the proposed new co-op constitution
    • Certified copy of the company’s latest audited financial statements
    • A schedule containing the full names and addresses of the company, the number and class of shares held by each  one of them in the company and the occupations of the members
    • A schedule containing the full names and addresses of the directors of the company
    • A schedule stating the extent of the company’s interest in other companies.
    • Written notice of at least three months of the proposal has been given to each known creditor who has a claim exceeding one thousand rand

The service delivery standard is 21 working days from the date of tracking. If you do not receive your certificate of incorporation within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.