Company Deregistration

Deregistration removes your company from the CIPC register so it legally stops existing. Once it’s done, the company’s annual return and SARS filing obligations fall away. It’s the clean way to close a business you’re no longer using, rather than leaving it open and collecting penalties.

There are two ways a company comes off the register. Voluntary deregistration is when you apply to CIPC to close the company. Automatic deregistration is what CIPC starts on its own once a company has two or more outstanding annual returns, ending in final deregistration at around five outstanding returns. Voluntary is the controlled route; automatic happens by neglect and carries more risk.

You can, and CIPC will eventually deregister it, but it’s the risky route. While those returns sit unfiled, the company is still treated as active, so both CIPC and SARS keep adding penalties and late fees for the missed deadlines. The government can ask for those to be settled later, and directors can stay personally exposed. A voluntary deregistration closes it cleanly instead.

Allow up to 6 months. CIPC processes deregistration requests in batches, and it’s worth following up to confirm they’ve received yours and are working through it. We handle that follow-up as part of the service.

Three things: a deregistration letter signed by at least 50% of the active directors, certified ID copies of the directors, and confirmation from SARS that there’s no outstanding tax liability (a tax clearance certificate / PIN does this). Your CIPC annual returns and SARS returns also have to be up to date before CIPC will process the request.

It goes on your company letterhead, addressed to CIPC, and includes the company name, registration number, and income tax number. It has to state that the company is dormant, is not carrying on business, and has no assets (or not enough to make liquidation worthwhile), and be signed by at least 50% of the active directors. We draft this for you so it’s worded the way CIPC expects.

Yes. CIPC won’t deregister a company with outstanding returns, so both your CIPC annual returns and SARS tax returns need to be filed first. If yours aren’t current, we can bring them up to date before submitting the deregistration, filed separately from the deregistration itself.

Yes. A company sitting in the deregistration process doesn’t stop you from registering a new company. Many people deregister a dormant entity and start fresh at the same time.

Deregistration is for a dormant company with no real assets or debts, which simply comes off the register. Liquidation is a formal process for winding up a company that still has assets or creditors, where those assets are sold and the proceeds distributed. If your company is genuinely dormant and clean, deregistration is the route. If it has debts or assets to settle, that’s liquidation territory.

Often, yes. If the company was active or owned property when it was deregistered, you can apply to CIPC to reinstate it. If it was dormant with no assets, it’s usually cheaper and simpler to register a new company instead. See reinstate or start fresh for how to choose.

You file an Application for Re-instatement (Form CoR40.5) with CIPC, with at least R200 in your CIPC account. You’ll need certified ID copies of the applicant and all directors, a mandate to act, and proof the company was active or owned property when it was deregistered (such as bank statements or a property deed). The application goes to re-instatements@cipc.co.za, and once it’s approved you file any outstanding annual returns to finish the process and move the status back to “in business”. Govchain can handle this for you, get in touch.

Reinstate if the old company held something worth keeping: property, contracts, a trading history, or a track record you need. Start fresh if it was dormant with no assets, since a new registration is faster and cheaper than reinstatement plus all the back-filing. We walk through both in reinstate or start fresh.

Govchain charges R860 to handle a voluntary deregistration, including drafting the deregistration letter and submitting to CIPC. Bringing outstanding annual returns or tax returns up to date, if needed, is quoted separately because it depends on how many are outstanding.