How to Deregister a Company with CIPC: Complete Guide 2025

Closing a company requires formal deregistration with CIPC. This guide explains voluntary deregistration, requirements, alternatives, and the complete process.

What Is Company Deregistration?

Company deregistration is the formal process of closing a company and removing it from the CIPC register. Once deregistered, the company ceases to exist as a legal entity.

Types of Deregistration

1. Voluntary Deregistration

• Company chooses to close
• Meets deregistration criteria
• Simplified process
• This guide focuses on voluntary deregistration

2. Administrative Deregistration

• CIPC deregisters for non-compliance
• Failure to file annual returns
• Not paying fees
• Company in default

3. Liquidation/Winding Up

• Formal insolvency process
• Company has debts
• Assets distributed to creditors
• Requires liquidator

Can You Deregister Your Company?

Eligibility Requirements

Your company CAN be deregistered voluntarily if:

1. No Business Activity

• No operations in past 12 months
• Not carrying on business
• Dormant company

2. No Assets or Liabilities

• No assets owned
• No outstanding debts
• No liabilities
• All obligations settled

3. Not in Business Rescue

• Not undergoing business rescue
• No pending rescue proceedings

4. Compliance Current

• All annual returns filed
• No CIPC fees owing
• Compliant status

5. Shareholder/Director Agreement

• All shareholders agree
• All directors agree
• No objections from members

Cannot Deregister If

Disqualifying Factors:

• Still trading or operating
• Owns assets (property, vehicles, equipment, IP, bank accounts)
• Has debts or liabilities
• Under investigation
• In business rescue or liquidation
• Non-compliant with CIPC filings
• Subject to litigation
• Employees on payroll

Alternative: Must liquidate (wind up) company formally.

Before Deregistering: Preparation Steps

1. Cease All Business Operations

Actions:

• Stop all trading
• Complete all contracts
• Deliver all outstanding goods/services
• Settle all customer obligations
• Cancel all business activities

2. Settle All Debts and Liabilities

Pay Off:

• Suppliers and creditors
• Bank loans and overdrafts
• SARS tax liabilities
• CIPC fees and arrears
• Employee salaries and benefits
• Lease obligations
• Any other debts

3. Dispose of All Assets

Asset Disposal:

• Sell business assets
• Transfer intellectual property
• Close bank accounts (after all debts paid)
• Cancel insurance policies
• Transfer or sell property
• Sell or transfer vehicles
• Liquidate inventory

Distribution:
Remaining funds distributed to shareholders according to shareholding percentages.

4. Finalize Tax Matters

SARS Requirements:

Income Tax:

• File all outstanding tax returns
• Pay all outstanding tax
• Request tax clearance certificate
• Final income tax return

VAT (if registered):

• Submit final VAT returns
• Deregister for VAT
• Pay outstanding VAT

PAYE (if had employees):

• Submit final PAYE returns
• Issue IRP5s to employees
• Deregister as employer

Tax Clearance:
Request tax clearance from SARS showing all tax obligations met.

5. Cancel Registrations

Deregister From:

• SARS (income tax, VAT, PAYE)
• UIF (Unemployment Insurance Fund)
• Compensation Fund (if registered)
• Bargaining councils (if applicable)
• Industry regulators (if applicable)
• Municipal business licenses

6. Notify Stakeholders

Inform:

• Shareholders
• Directors
• Employees (if any remaining)
• Customers
• Suppliers
• Bank
• Landlord (if leasing premises)
• Insurance providers

7. Resolve Disputes and Legal Matters

Complete:

• Settle any lawsuits or claims
• Resolve disputes with stakeholders
• Withdraw from pending litigation
• Settle arbitrations

Voluntary Deregistration Process

Step-by-Step Guide

Step 1: Ensure Eligibility

• Verify all criteria met
• Confirm no disqualifying factors
• Check compliance status with CIPC

Step 2: Obtain Shareholder Resolution

• Hold shareholders meeting
• Pass special resolution to deregister
• All shareholders must agree
• Document resolution in writing

Step 3: Obtain Director Resolution

• Board of directors meeting
• Pass resolution supporting deregistration
• All directors must agree
• Minutes and resolution documented

Step 4: Prepare Deregistration Application

Complete Form CoR14.3 (Application for Deregistration)

Include:

• Company details (name, registration number)
• Reason for deregistration
• Confirmation of eligibility criteria
• Shareholder resolution
• Director resolution
• Declaration that requirements are met

Step 5: Submit Application to CIPC

Online Submission (Recommended):

• Log in to CIPC e-Services (eservices.cipc.co.za)
• Navigate to "Company Deregistration"
• Complete CoR14.3 form online
• Upload supporting documents
• Submit application

Manual Submission:

• Complete CoR14.3 form manually
• Attach resolutions and supporting docs
• Submit at CIPC office

Step 6: Pay Deregistration Fee

• Fee: R50
• Pay online via credit card or EFT
• Receive payment confirmation

Step 7: CIPC Review

• CIPC reviews application (2-8 weeks)
• May request additional information
• Verifies eligibility criteria
• Checks compliance status

Step 8: Public Notice (if required)

• CIPC publishes notice in Government Gazette
• 60-day objection period
• Creditors/stakeholders may object
• Company must respond to objections

Step 9: Deregistration Certificate

• If no objections, CIPC approves
• Deregistration certificate issued (CoR14.5)
• Company officially deregistered
• Removed from CIPC register

Timeline

Total Process: 3-6 months

Breakdown:

• Preparation: 1-2 months
• Application submission: 1 day
• CIPC review: 2-4 weeks
• Public notice period: 60 days
• Final processing: 2-4 weeks

Deregistration Costs

CIPC Fees:

• Deregistration application: R50
• Government Gazette notice: R300-R500 (if required)
• Total CIPC costs: R350-R550

Professional Fees (Optional):

• Accountant/attorney services: R3,000 - R10,000
• Includes document preparation
• Application submission
• Liaison with CIPC
• Tax clearance assistance

Additional Costs:

• Final tax returns: R1,000 - R5,000
• Asset disposal costs: Varies
• Debt settlement: Varies
• Final audit (if required): R5,000 - R20,000

Total Cost Range:

• DIY: R350 - R6,000
• With professional: R3,500 - R35,000+

What Happens After Deregistration

Immediate Effects

Company Ceases to Exist:

• No longer a legal entity
• Cannot trade or conduct business
• Bank accounts frozen/closed
• Contracts terminated
• Name becomes available for use

Directors Released:

• No longer have director duties
• Released from company obligations (if all debts settled)
• Personal liability only if fraud or reckless trading

Shareholders:

• Shares become worthless
• No longer hold interest in company
• Final distributions (if any) already received

Record Keeping

Keep for 5 Years:

• Financial records
• Tax returns and assessments
• CIPC correspondence
• Deregistration certificate
• Resolutions and minutes

Why: SARS may audit up to 5 years after deregistration.

Restoration (If Needed)

Can Company Be Restored?
Yes, if:

• Deregistered in error
• Assets or liabilities discovered after
• Court order required
• Complex and expensive process

Restoration Process:

• Apply to High Court
• Show good cause
• Pay restoration costs
• CIPC reregisters company

Cost: R10,000 - R50,000+

Alternatives to Deregistration

1. Keep Company Dormant

Option:

• Don't deregister
• Keep company registered but dormant
• Maintain compliance (file annual returns)
• Reactivate when needed

Pros:

• Keep company name
• Reactivate easily
• Preserve company history
• No deregistration complexity

Cons:

• Ongoing annual costs (R125-R2,000/year)
• Must file annual returns
• Director obligations continue

Best For:

• May use company again in future
• Want to keep company name
• Minimal ongoing cost acceptable

2. Sell the Company

Option:

• Sell company to another person/entity
• Transfer shares
• Company continues under new ownership

Pros:

• Recoup some value
• Clean exit
• No deregistration needed
• Buyer assumes obligations

Cons:

• Must find willing buyer
• Valuation needed
• Legal costs for share transfer
• May still have liability if debts concealed

Best For:

• Company has value (brand, contracts, licenses)
• Buyer interested
• Want to exit without deregistration

3. Liquidation/Winding Up

Option:

• Formal insolvency process
• Liquidator appointed
• Assets sold, creditors paid
• Company deregistered after

When Required:

• Company has debts it cannot pay
• Has significant assets to distribute
• Disputes among shareholders
• Creditor objections to voluntary deregistration

Process:

• Apply to High Court
• Liquidator appointed
• Assets liquidated
• Creditors paid in order of preference
• Final liquidation and deregistration

Cost: R50,000 - R500,000+

Best For:

• Company insolvent
• Complex asset/liability situation
• Legal disputes

Common Problems and Solutions

Problem 1: Outstanding CIPC Fees

Issue: Cannot deregister if fees owed

Solution:

• Pay all outstanding fees
• File outstanding annual returns
• Bring company compliant
• Then apply for deregistration

Problem 2: Bank Account Not Closed

Issue: Bank account is an asset

Solution:

• Withdraw all funds
• Distribute to shareholders
• Formally close account
• Obtain closure confirmation

Problem 3: Outstanding Tax Liabilities

Issue: SARS debts prevent deregistration

Solution:

• Pay all outstanding tax
• File all outstanding returns
• Obtain tax clearance certificate
• Submit with deregistration application

Problem 4: Hidden Assets Discovered

Issue: Assets found after deregistration application

Solution:

• Withdraw application
• Dispose of assets properly
• Distribute proceeds
• Reapply for deregistration

Problem 5: Creditor Objects

Issue: Creditor claims debt owed

Solution:

• Settle debt
• Dispute if invalid
• Provide proof of payment
• Creditor withdraws objection

Frequently Asked Questions

Q: How long does deregistration take?
A: 3-6 months from preparation to final deregistration.

Q: Can I reuse the company name after deregistration?
A: Yes, the name becomes available after deregistration.

Q: What if I discover debts after deregistration?
A: Directors may be personally liable if debts concealed. Company may be restored to settle debts.

Q: Is deregistration permanent?
A: Yes, but company can be restored by court order in special circumstances.

Q: Can I deregister if company owns property?
A: No, all assets must be disposed of first. Property must be sold or transferred.

Q: What happens to employees?
A: All employees must be properly retrenched and paid out before deregistration.

Q: Do I need a lawyer?
A: Not required, but recommended for complex situations or if unsure about the process.

Q: Can CIPC reject my application?
A: Yes, if criteria not met, debts exist, or objections raised.

Conclusion

Voluntary deregistration is the cleanest way to close a company, but requires careful preparation and compliance with all requirements. Ensure all debts are settled, assets disposed of, and tax obligations met before applying.

Key Takeaways:

• Only eligible if no business, assets, or debts
• Must be compliant with CIPC filings
• Costs R50-R550 (DIY) or R3,500-R35,000 (professional)
• Process takes 3-6 months
• Tax clearance required
• Shareholder and director agreement needed
• Consider alternatives (dormancy, sale) if appropriate

Action Steps:

1. Assess eligibility for voluntary deregistration
2. Cease all business operations
3. Settle all debts and liabilities
4. Dispose of all assets
5. Obtain tax clearance from SARS
6. Obtain shareholder and director resolutions
7. Submit CoR14.3 application to CIPC
8. Pay R50 fee
9. Respond to CIPC queries if any
10. Await deregistration certificate

For related guides, see our CIPC Annual Returns Guide and CIPC Company Registration Guide.