How to Deregister or Wind Up Your Company

Deregistration vs. Liquidation

• Deregistration is suitable for companies that are dormant and have no assets, liabilities or ongoing business.
• Winding up (liquidation) applies when a company has assets, debts or legal disputes and needs to be formally wound down.

Deregistration Process

1. Ensure Zero Assets and Liabilities
   • Settle all debts, cancel bank accounts and transfer or dispose of assets.
   • File outstanding annual returns with the CIPC.
2. Board Resolution
   • Pass a directors’ or members’ resolution to deregister.
3. Submit CoR 40.1 to CIPC
   • Complete the Application for Voluntary Deregistration form.
   • Provide reasons for deregistration and declare that there are no assets or liabilities.
4. Wait for CIPC Confirmation
   • CIPC publishes a notice of deregistration. After approximately 20 business days, the company is deregistered.

Winding Up (Liquidation)

1. Decision to Liquidate
   • Directors or shareholders must pass a special resolution.
2. Appoint a Liquidator
   • A licensed insolvency practitioner manages the sale of assets and payment of creditors.
3. Court or Voluntary Liquidation
   • For solvent companies, voluntary liquidation is handled through CIPC.
   • For insolvent companies, liquidation is conducted through court proceedings.
4. Distribution and Closure
   • Assets are sold, debts are paid and remaining funds are distributed to shareholders.
   • CIPC cancels the company’s registration once liquidation is complete.

Key Points

• Notify creditors and employees at each stage.
• Consult legal professionals to avoid personal liability.
• Ensure tax obligations are settled with SARS before final closure.