In order to avoid deregistration, a company must timeously file its beneficial ownership declaration and annual returns. The effect of a company being placed under deregistration is that the company ceases to exist as a legal entity, as the company loses its juristic personality.

Re-instatement

It is possible to apply for reinstatement of a company following deregistration using the Form CoR40.5 (Application for Re-instatement of Deregistered Company). In order to apply for reinstatement, the company must have been in business or have economic value at the time of deregistration, and evidence of this must be retained by the company as the CIPC reserves the right to request this information at any time, in accordance with Regulation 168 of the Companies Regulations, 2011.

Companies that have been placed in deregistration cease to exist as legal entities; therefore, such entities cannot be litigated against. Accordingly, there are circumstances where another party can apply for the reinstatement of a company. In terms of section 83(4) of the Companies Act 71 of 2008 (Companies Act), any affected party may apply to court for an order to reinstate a deregistered company, and can file such court order with the CIPC for implementation.

An important update was provided in Customer Notice 35 of 2025, that with effect from 11 August 2025, all applications to reinstate deregistered companies (whether by the company itself or an affected party) must be submitted online via e-services, BizPortal or on the CIPC Self Service Terminal, and submissions of applications for reinstatement via email will no longer be accepted.

Key takeaways

The consequences of deregistration can be severe, resulting in directors being personally liable for company debts, company bank accounts being frozen by the bank, service providers refusing to render services and creditors refusing to pay the company. It therefore remains important that directors of companies (and members of close corporations) ensure timeous compliance with the requirements to file annual returns and to file beneficial ownership information, to avoid deregistration.

In the event that a deregistered company has been successfully reinstated, it is imperative that the company files its outstanding annual returns and/or beneficial ownership declaration within 30 business days, to avoid being placed back into deregistration.

It is also advisable that when deciding to do business with a company or close corporation, parties should conduct a BizPortal search to confirm that the entity is not deregistered, so as to avoid financial losses and difficulty in the event of litigation that may arise.