Company deregistration by CIPC is a serious matter that can halt your business operations overnight. If your company is flagged for deregistration — or has already been deregistered — don't panic. This guide explains why companies get deregistered, how to prevent it, and the exact steps to get your company reinstated.
Who This Is For
- Companies that have received deregistration notices from CIPC
- Companies that have already been deregistered
- Business owners wanting to prevent deregistration
- Directors seeking to reinstate a dormant company
- Accountants managing CIPC compliance for clients
Understanding Deregistration
Deregistration is CIPC's process for removing companies from the register. Once deregistered, a company ceases to exist as a legal entity. Its assets become "bona vacantia" (ownerless property) and vest in the state.
Why Companies Get Deregistered
| Reason | Trigger | Frequency |
|---|---|---|
| Most Common Failure to file Annual Returns | Missing 2 or more consecutive Annual Returns | ~80% of cases |
| Common Non-filing of Beneficial Ownership | No BO declaration on file (2025 requirement) | Increasing |
| Less Common Company appears to be inactive | No evidence of business activity | CIPC investigations |
| Voluntary Request by company | Company applies for own deregistration | N/A |
| Rare Court order | Court orders company wound up | Legal proceedings |
The Deregistration Timeline
CIPC follows a specific process before final deregistration. Understanding this timeline is crucial for intervention:
Stage 1: Annual Return Due
Annual Return due on registration anniversary. 30-day grace period.
Action: File immediatelyStage 2: In Arrears (1+ years)
Company flagged as "in arrears" on CIPC system. Penalties apply.
Action: File overdue returns + penaltiesStage 3: Intent to Deregister
CIPC publishes notice of intent in Government Gazette. 21-day objection period begins.
Critical: Object within 21 daysStage 4: Final Deregistration
Company removed from register. Assets vest in state. Directors may face personal liability.
Status: Deregistered — Reinstatement requiredConsequences of Deregistration
Business Impact
Immediate Effects
- Company ceases to exist legally
- Cannot trade under company name
- Cannot invoice clients or receive payments
- Bank accounts may be frozen
- Cannot sign contracts
- Cannot employ staff as a company
Tender & Compliance Effects
- CSD registration becomes invalid
- Cannot bid for government tenders
- Existing contracts may be terminated
- Tax clearance cannot be issued
- B-BBEE certificate becomes invalid
- Professional registrations linked to company affected
Legal Consequences
| Consequence | Description | Impact |
|---|---|---|
| Severe Assets vest in state | Company property becomes state property (bona vacantia) | May lose assets permanently |
| Severe Director liability | Directors may become personally liable for company debts | Personal assets at risk |
| Serious Loss of limited liability | No corporate veil protection after deregistration | Personal exposure to claims |
| Serious Cannot sue or be sued | Company has no legal standing in court | Cannot enforce contracts |
| Administrative Company name locked | Name reserved for reinstatement period | Cannot re-use name for new company |
How to Prevent Deregistration
Prevention is always better than reinstatement. Here's how to stay in good standing:
Annual Return Compliance Checklist
Annual Compliance Tasks
- Know your Annual Return due date (registration anniversary)
- Set calendar reminder 60 days before due date
- Ensure Beneficial Ownership declaration is current
- Verify company address is current on CIPC
- Ensure director information is up to date
- Have CIPC login credentials ready
- Budget for Annual Return fee (R100-R4,500 depending on turnover)
Early Warning Signs
Watch for these indicators that your company may be at risk:
- CIPC status shows "In Arrears" or "AR in Arrears"
- Receiving letters from CIPC about outstanding returns
- Tax clearance application rejected due to CIPC status
- CSD registration shows company not in good standing
- Bank requesting updated company registration documents
Checking Your Company Status
How to Check on CIPC
- Go to https://eservices.cipc.co.za
- Click on "Company/CC Search" or use the public search
- Enter your company registration number (e.g., 2020/123456/07)
- View the "Enterprise Status" field
What Each Status Means
| Status | Meaning | Action Required |
|---|---|---|
| In Business | Company is active and compliant | None — maintain compliance |
| In Arrears | Annual Returns overdue | File outstanding returns immediately |
| AR in Arrears | Specifically Annual Return arrears | File outstanding returns + pay penalties |
| Final Deregistration | In 21-day objection period | Lodge objection immediately |
| Deregistered | Company removed from register | Apply for reinstatement |
| Inactive | Company dormant but not deregistered | File returns to reactivate |
Reinstatement Process
If your company has been deregistered, it can usually be reinstated through a formal application to CIPC.
Who Can Apply for Reinstatement
- Former directors of the deregistered company
- Shareholders of the deregistered company
- Creditors with claims against the company
- Any person with a legitimate interest
Requirements for Reinstatement
| Requirement | Details | Notes |
|---|---|---|
| Mandatory Application form (CoR40.1) | Completed and signed reinstatement application | Available on CIPC website |
| Mandatory All outstanding Annual Returns | Every missed Annual Return must be filed | Include penalties |
| Mandatory Beneficial Ownership declaration | Current BO declaration | Required from 2023 |
| Mandatory Reinstatement fee | R175 (administrative fee) | Plus AR fees and penalties |
| If applicable Resolution from shareholders | Resolution authorizing reinstatement | If not applied by all directors |
| If applicable ID copies of applicant | Certified copy of ID | For verification |
Step-by-Step Reinstatement
- Check the reason for deregistration:
- Search company on CIPC eServices
- Review which Annual Returns are outstanding
- Check if BO declaration was filed
- Gather required documents:
- Download CoR40.1 (Reinstatement Application)
- Prepare all outstanding Annual Returns
- Complete Beneficial Ownership declaration
- Prepare ID copies and resolution if needed
- Calculate total fees:
- Reinstatement fee: R175
- Outstanding Annual Returns: R100-R4,500 per year
- Late filing penalties: Variable
- Submit application:
- Lodge via CIPC Customer Service Centre
- Or submit through a registered service provider
- Pay all fees via EFT or approved payment method
- Track application:
- Use tracking number to monitor progress
- Respond to any queries from CIPC
- Wait for reinstatement confirmation
Costs & Timeframes
| Fee Type | Amount | Notes |
|---|---|---|
| Reinstatement application fee | R175 | One-time |
| Annual Return (turnover <R1m) | R100 per year | For each missed year |
| Annual Return (turnover R1m-R10m) | R450 per year | For each missed year |
| Annual Return (turnover >R10m) | R4,500 per year | For each missed year |
| Late filing penalties | 10% of AR fee | Per month overdue (capped) |
Expected Timeframes
- Standard processing: 4-8 weeks
- With queries/issues: 8-12 weeks
- Complex cases: 3-6 months
After Reinstatement
Once your company is reinstated, it's treated as if deregistration never occurred. However, there are important steps to take:
Post-Reinstatement Checklist
- Download updated Company Registration Certificate
- Update CSD registration with current documents
- Notify bank and update account status
- Apply for new Tax Clearance Certificate
- Update B-BBEE certificate with current details
- Notify SARS of reinstatement
- Inform clients and suppliers
- Set up compliance calendar to prevent recurrence
Objection & Appeal Process
Objecting to Deregistration
If your company is in the "Final Deregistration" stage, you have 21 days from the Government Gazette publication to object:
- Lodge objection: Submit written objection to CIPC with reasons
- Provide evidence: Show the company is still trading or has legitimate purpose
- File outstanding returns: Submit all overdue Annual Returns with the objection
- Pay all fees: Clear all outstanding fees and penalties
Court-Ordered Reinstatement
In some cases, you may need to apply to court for reinstatement:
- CIPC refuses administrative reinstatement
- Assets have vested in the state and need recovery
- Third parties have acquired company assets
- Legal proceedings require the company to exist
Frequently Asked Questions
How long after deregistration can I apply for reinstatement?
There's no time limit, but the longer you wait, the more complex it may become — especially if assets have been disposed of or third parties have acquired company property. Apply as soon as possible after becoming aware of the deregistration.
What happens to company debts during deregistration?
Company debts don't disappear. Creditors can still pursue claims, and directors may become personally liable. Upon reinstatement, all debts are revived as if deregistration never occurred. It's not a way to escape debt obligations.
Can I start a new company with the same name?
The deregistered company's name is typically reserved for a period to allow for reinstatement. You cannot register a new company with the same name during this period. After the reservation expires, the name may become available.
Will CIPC notify me before deregistration?
CIPC must publish notice in the Government Gazette before final deregistration. They may also send notices to the registered address. However, if your address is outdated, you may not receive the notice. Always keep your company address current and check your status online periodically.
Can I trade while the reinstatement is pending?
No. Until reinstatement is confirmed, the company remains deregistered and has no legal existence. Trading before reinstatement is confirmed may result in personal liability for transactions. Wait for official confirmation before resuming business activities.
What if I can't afford the reinstatement fees?
Unfortunately, there's no fee waiver for reinstatement. If you cannot afford the fees, consider whether it's more cost-effective to register a new company. However, note that a new company won't have the trading history or contracts of the deregistered company.
Are the directors blacklisted after deregistration?
Directors aren't automatically blacklisted, but a pattern of companies being deregistered under your directorship may affect your CIPC record. Delinquent directors (with declarations under Section 162) may face restrictions on acting as directors.
Next Steps
Need Help With Company Deregistration?
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