The Companies and Intellectual Property Commission CIPC has intensified its automated deregistration programme, targeting companies and close corporations that fail to submit annual returns or beneficial ownership information. Entities that do not meet these statutory requirements face swift removal from the register, an outcome that carries serious legal and financial consequences.
Why Compliance Matters
To remain in good standing, every registered entity must consistently file both its annual returns and its beneficial ownership declaration. A failure to do so results in the CIPC initiating deregistration processes. Once an entity is finally deregistered, it no longer enjoys juristic personality and cannot legally transact, contract, own property, or be sued.
For this reason, any business entering into agreements with another company should first conduct a BizPortal status search. Verifying that an entity is still active helps prevent disputes, losses, or complications in litigation.
Reinstating a Deregistered Entity
Although deregistration has far-reaching effects, companies may apply for reinstatement. Reinstatement applications are made on Form CoR40.5, and the applicant must show that the business was active or held economic value when it was deregistered. The CIPC may demand proof of this at any stage, in line with Regulation 168 of the Companies Regulations 2011.
Importantly, reinstatement is not limited to the company itself. Under section 83(4) of the Companies Act 71 of 2008, an affected person such as a creditor, shareholder, or litigant may approach a court to restore a deregistered company. Once a court order is granted, it must be filed with the CIPC for implementation.
CIPC’s Customer Notice 35 of 2025 introduced a major procedural change. From 11 August 2025, all reinstatement applications must be submitted online via e-services, BizPortal or a CIPC Self Service Terminal. Email submissions have been permanently discontinued.
Practical Implications for Businesses
The fallout from deregistration can be immediate and severe.
• Banks may freeze company accounts
• Directors may face personal exposure for company debts
• Suppliers may refuse to contract with the entity
• Creditors may decline to release payments
• The company cannot litigate or defend itself, as it legally does not exist
Once reinstated, an entity must clear all outstanding compliance obligations including annual returns and beneficial ownership submissions within 30 business days, or it risks slipping straight back into deregistration.
Final Thoughts
Given the CIPC’s strict enforcement stance, proactive compliance is essential. Directors and members should monitor their filing obligations throughout the year and promptly submit all required information. Likewise, anyone considering a commercial relationship with an entity should verify its current status on BizPortal to avoid unnecessary risk.
Regular compliance not only keeps the company active, it protects its ability to operate, trade, enforce contracts, and safeguard the interests of all stakeholders.
