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
- The court issued an order re-instating the company or close corporation.
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 a letter from the Department of Public Works.
Who may apply for re-instatement
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 its 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.
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.
Deposit R200 into the CIPC bank account. For the bank account details, click here.
A court order re-instating an entity is free of charge.
Re-instating a close corporation by court order
Court order re-instating a company or close corporation must be e-mailed to firstname.lastname@example.org whereafter it will be referred to the relevant processing unit for implementation. For more detail on how to submit a court document or court order to CIPC, refer to Practice Notes 4 and 5 of 2016.
For purposes of a re-instatement court order, the court order itself and all other supporting documents as stated in Practice Notes 4 and 5 of 2016, MUST be in PDF or TIFF and application submitted as a single e-mail.
Apply for re-instatement of your close corporation by submitting a CoR40.5
Print and complete form CoR40_5.
Scan and e-mail the completed and signed documents together with supporting information to email@example.com. 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 reinstatement, if it has immovable property;
- 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.
Step 4: Company Files Outstanding Annual Returns
Once the 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 re-instated (or its legal personality restored) unless a court order for re-instated was submitted.
Service turnaround time:
Cor 40.5 - 30 working days from date of tracking