CIPC's side is free. No application fee, and the deregistration letter costs nothing for 6 months. The real costs sit in the catching up: Outstanding tax returns: R270 per dormant return. Outstanding CIPC annual returns: R100 to R4,000 per year in CIPC fees, plus R320 a year if we file them. The TCS PIN: R480 if we request it. The deregistration itself: we handle it for R860: preparing the application, submitting to CIPC, following up until the status moves, and confirming by email. Back-filing is quoted separately, because it depends on how many returns are outstanding. And the cost of doing nothing instead: SARS admin penalties run R250 to R16,000 per outstanding return, per month. The penalty calculator shows what walking away actually costs.

How to close a company in South Africa: the complete deregistration guide

Closing a company and deregistering it are the same thing. Deregistration is the official word: the company is removed from the register at CIPC (the companies registrar), and once that's final it legally ceases to exist.

The application is free and, since CIPC moved it online in December 2025, faster than it has ever been. The catch is everything around it. Apply in the wrong order and you leave a SARS profile gathering penalties. Apply with money still in the bank account and that money becomes state property. Apply with debts and they don't disappear: the people who signed for them stay on the hook.

This guide covers every leg for a private company (Pty Ltd): checking the company qualifies, filing what's outstanding, emptying the company, the CIPC application itself, and closing off with SARS afterwards. It also covers what to do instead when deregistration is the wrong tool. A close corporation follows the same steps; members confirm instead of directors.

First, check that deregistration is the right exit

The law sets a simple test. A company qualifies for voluntary deregistration when it has stopped doing business and has nothing left in it: no assets, and in practice no debts either. (Section 82(3)(b)(ii) of the Companies Act, if you want the precise wording.)

That test sorts every situation:

The company might trade again. Don't deregister. Keep it dormant and compliant instead; we've weighed the two options.
The company is done, empty, and owes nothing. Voluntary deregistration. That's this guide.
The company still owns things. Deal with the assets first. Anything it owns on the day it's deregistered is forfeited to the state. Step 2 covers this.
The company owes money it can't pay. Deregistration isn't available, and attempting it backfires. Liquidation is the route; more on that below.
CIPC is already deregistering it over unfiled returns. That's the automatic process, a different track with different rules. Here's how to spot it and stop it.

Not sure where the company stands? Run the free company health check: it pulls the CIPC status and outstanding filings into one view.

Step 1: File everything that's outstanding

The returns come first, because they determine what the company still owes.

SARS tax returns first. Every year the company sat on SARS's register counts, including the years it didn't trade; dormant years file as nil returns. We file them for R270 per return. And "we never registered with SARS" is almost never true: every company registered at CIPC gets an income tax number automatically. If nobody can get into the company's eFiling, the company probably has no registered representative on record, and we sort that out for R550.

CIPC annual returns are a different story. Officially, CIPC doesn't list them as a requirement for a voluntary deregistration; even companies already in the automatic deregistration process can apply. But if the application fails or is objected to, the company stays on the register with the arrears still owed. If you're bringing them up to date, the fee calculator shows what the outstanding years come to: CIPC's fees run R100 to R4,000 per year depending on turnover and lateness, plus R320 a year if we file them.

Step 2: Empty the company completely

When a company is finally deregistered, anything it still owns doesn't go to the shareholders. It becomes state property. The legal term is bona vacantia, ownerless goods, and it's a Roman-law leftover: the rule that once sent unclaimed estates to the imperial treasury now sends a forgotten Pty Ltd's bank balance to the South African state. Money in the bank account, a bakkie, a property, a trade mark: whatever is left behind is forfeited, and getting it back means reinstating the company or going to court.

So strip the company while it still exists. Collect what customers owe it. Sell or transfer its assets. Settle the tax assessments from Step 1, and anything owed to suppliers and the bank. Pay out what remains to shareholders. Close the bank account last, once the final debit orders and any SARS refunds have cleared, just before you apply.

Step 3: Get SARS's sign-off

CIPC's long-standing requirement is written confirmation from SARS that no tax is outstanding. That's a tax compliance status (TCS) PIN, the modern form of a tax clearance certificate, or a SARS letter confirming nothing is due. SARS only issues it once every return is filed and every balance is settled, which is why Steps 1 and 2 come first. We can request the PIN for R480.

Step 4: Apply to CIPC online

Since 8 December 2025, voluntary deregistration happens online, on BizPortal, CIPC e-Services, or a CIPC self-service terminal. The old route of emailing a signed letter to CIPC is closed.

The application captures the company's details and tax number, a statement that it has stopped doing business, and an asset-and-liability checklist confirming nothing is left in it. Then at least half of the active directors confirm the application by OTP (a one-time PIN) sent to the directors' contact details on CIPC's records. Keep Step 3's SARS confirmation at hand: the declaration you're making covers the company's liabilities, SARS included. CIPC charges nothing for the application.

Three things to get right before you submit:

Director details must be current. The OTPs go to the contact details CIPC has on record. If a director's cellphone number or email address is outdated, update it (form CoR39) before applying. If a director on record has died or left, fix the directorship record first.
The directors must actually agree. Half is enough — one reluctant co-director out of three can't block the application. But a dissenting director can object later and undo it, and CIPC won't referee disputes; settle it between yourselves first.
The statement must be true. Declaring no assets or liabilities while the company still has either is a criminal offence under the Companies Act, and CIPC can withdraw the application and refer you for prosecution.

Step 5: Wait out the objection window

Deregistration happens in two steps. The application puts the company in deregistration; final deregistration follows about 2 months later, on CIPC's estimate for the online service. In practice, allow up to 6 months. The online service is under a year old and CIPC's stated timeline for it may well shift; check the CIPC notice linked above before you plan around the 2 months. Track the status on BizPortal under BizProfile.

The waiting period exists so anyone with an interest (a creditor, SARS, a director who didn't agree) can object to CIPC, with reasons and evidence, before deregistration is final. A valid objection puts the company back to in business; sort out whatever was raised, then apply again. The same mechanism is how the company cancels its own application if it changes its mind.

Only the status Final Deregistered means the company has legally ceased to exist. CIPC emails the letters to the directors on record, and the final deregistration letter stays free to download for 6 months (R30 after that). Keep it; SARS will ask for it.

Step 6: Close the company's SARS profile

CIPC and SARS keep separate registers, and deregistering at CIPC does not close the company's tax profile. Until you close it separately, SARS still expects returns every year, and adds monthly penalties when they don't arrive. Budget real time for this leg. It takes far longer than the CIPC side; plan on 12 to 18 months. We've covered the whole process, from getting eFiling access to deregistering each tax type (income tax, then VAT and PAYE with UIF if the company had them), in Your company is deregistered. SARS still expects tax returns. Final deregistration letter in hand, that's your next stop.

What does it cost?

CIPC's side is free. No application fee, and the deregistration letter costs nothing for 6 months.

The real costs sit in the catching up:

Outstanding tax returns: R270 per dormant return.
Outstanding CIPC annual returns: R100 to R4,000 per year in CIPC fees, plus R320 a year if we file them.
The TCS PIN: R480 if we request it.
The deregistration itself: we handle it for R860: preparing the application, submitting to CIPC, following up until the status moves, and confirming by email. Back-filing is quoted separately, because it depends on how many returns are outstanding.

And the cost of doing nothing instead: SARS admin penalties run R250 to R16,000 per outstanding return, per month. The penalty calculator shows what walking away actually costs.

When deregistration is the wrong move

The boundary is simple. Deregistration takes an empty company off the register, free. Liquidation is the formal winding-up for a company that still has assets to distribute or debts it can't pay: a liquidator sells what there is, creditors are paid in order, and the company is dissolved. Two situations put you on the liquidation side of that line.

If the company owes money it can't pay, deregistration doesn't cancel the debt. The debt survives, and creditors can have the company reinstated to pursue it. The people behind the company stay exposed too. Personal suretyships (where a director signed personally for the company's debt) remain enforceable. The Companies Act preserves directors' liability for anything that happened before deregistration. And SARS can pursue whoever managed the finances for tax debts their negligence caused. A creditor owed as little as R100 can start forcing a company into liquidation with a three-week demand. If the debts can't be paid, liquidation is the lawful exit, through an attorney or insolvency practitioner, not a CIPC application.

If the company still holds real assets, either strip it first (sell, transfer, distribute, then deregister) or wind it up voluntarily under section 80 of the Companies Act: shareholders resolve to wind up, and a liquidator distributes the assets cleanly, with nothing at risk of falling to the state. Expect quotes of R15,000 to R40,000 and 6 to 18 months, which is why it's reserved for companies with enough left in them to justify it.

Don't let it happen the automatic way

There's a third exit, and it's the worst one: stop filing annual returns and let CIPC deregister the company for you. The automatic process starts once two annual returns are outstanding, and under CIPC's recent bulk sweeps final deregistration has followed within months of the referral, with the SARS profile still open, penalties compounding, and the timing entirely out of your hands. If your company is already on that track, here's how to spot it and stop it: file all the outstanding annual returns, plus the beneficial ownership declarations CIPC now requires with them, before final deregistration cancels the process. Then you can exit properly, on your own terms.

Deregistered by mistake, or changed your mind?

A finally deregistered company isn't always gone for good. If it was still in business or had economic value when it was deregistered (assets, property, even outstanding debts count) you can apply to CIPC to reinstate it on form CoR40.5. We handle reinstatements for R540 plus CIPC's R200 fee, and the outstanding filings then have to be brought up to date. Whether reinstating beats simply registering a new company depends on what the old one held.

Frequently asked, quickly answered

Can I deregister a company that owes money?

No. The application includes an asset-and-liability checklist, and declaring the company clean while debts exist is a criminal offence. A company that can't pay its debts gets liquidated, not deregistered, and the debts don't die with the company.

Do I need a tax clearance certificate to deregister a company?

You need SARS to confirm nothing is owed. That's the TCS PIN (SARS retired the paper tax clearance certificate) or a letter from SARS saying no tax is due. SARS only issues either once every return is filed and every balance is paid.

Is there a form to deregister a company?

No. Voluntary deregistration was a signed letter from the directors until December 2025; now the application is captured online on BizPortal or CIPC e-Services and confirmed by OTP. The form you may have seen mentioned, CoR40.5, is for reinstatement, the opposite direction.

What happens to the company's name?

Once the company is finally deregistered, its name immediately becomes available for anyone to reserve. And you don't have to wait to move on: a company sitting in the deregistration process doesn't stop you from registering a new one.

Can a deregistered company be reinstated?

Often, yes. See "Deregistered by mistake" above.

A company is easy to start and surprisingly easy to close badly. Done in the right order, it's paperwork, not drama: file, empty, deregister, then close off SARS. Run the free health check to see exactly where your company stands, or let us handle the deregistration for R860, the right way round.