Chapter 2: Formation, Administration and Dissolution of Companies
Part G: Winding-up of solvent companies and deregistering companies

s82: Dissolution of companies and removal from register

  • (1) The Master must file a certificate of winding up of a company in the prescribed form when the affairs of the company have been completely wound up.
    • (2) Upon receiving a certificate in terms of subsection (1), the Commission must:
      • (a) record the dissolution of the company in the prescribed manner; and
        • (b) remove the company's name from the companies register.
        • (3) In addition to the duty to deregister a company contemplated in subsection (2)(b), the Commission may otherwise remove a company from the companies register only if:
          • (a) the company has transferred its registration to a foreign jurisdiction in terms of subsection (5), or;
            • (i) has failed to file an annual return in terms of section 33 for two or more years in succession; and
              • (ii) on demand by the Commission, has failed to;
                • (aa) give satisfactory reasons for the failure to file the required annual returns; or
                  • (bb) show satisfactory cause for the company to remain registered; or
                • (b) the Commission;
                  • (i) has determined in the prescribed manner that the company appears to have been inactive for at least seven years, and no person has demonstrated a reasonable interest in, or reason for, its continued existence; or
                    • (ii) has received a request in the prescribed manner and form and has determined that the company;
                      • (aa) has ceased to carry on business; and
                        • (bb) has no assets or, because of the inadequacy of its assets, there is no reasonable probability of the company being liquidated.
                    • (4) If the Commission deregisters a company as contemplated in subsection (3), any interested person may apply in the prescribed manner and form to the Commission, to reinstate the registration of the company.
                      • (5) A company may apply to be deregistered upon the transfer of its registration to a foreign jurisdiction, if-
                        • (a) the shareholders have adopted a special resolution approving such an application and transfer of registration; and
                          • (b) the company has satisfied the prescribed requirements for doing so.
                          • (6) The Minister may prescribe criteria and procedural requirements that must be satisfied by a company before it may be de-registered in terms of subsection (5).

                            Related Sections

                            s33: Annual return

                            Related Regulations

                            R40: Winding up, dissolution and de-registration of companies and external companies

                            Related Notes

                            No related note.

                            Related Forms

                            CoR40.1: Notice of resolution to wind up solvent company
                            CoR40.2: Notice of transfer of company registration to foreign jurisdiction
                            CoR40.3: Demand letter to inactive company
                            CoR40.4: Commission notice of pending de-registration
                            CoR40.5: Application for re-instatement of de-registered company