CIPC: Additional information required for application for re-instatement of deregistered company (form CoR40.5) via online platforms

CIPC: Additional information required for application for re-instatement of deregistered company (form CoR40.5) via online platforms

• 10 October 2025
• CIPC
• South African Accounting Academy

Summary:

The Companies and Intellectual Property Commission (CIPC) has issued a new Practice Note to provide clarity on the additional information required for application for re-instatement of deregistered company (form CoR40.5) via online platforms.

Article:

CIPC will only re-instate companies and close corporations that were in business or had economic value at the time of final deregistration. Re-instatement of dormant, inactive or companies and close corporations that had no economic value at the time of final deregistration poses a risk to the integrity of the companies’ registry and poses a risk of such entities being used for fraud, money laundering, terror financing or any other criminal activities.

This evidence must be retained by the company or close corporation, and CIPC reserves the right to request it at any time in accordance with Companies Regulation 168. Failure to provide such evidence may result in the withdrawal of the re-instatement application and subsequent annual return filings.

Once the application to re-instate has been processed and paid, the company or close corporation MUST file all outstanding Annual Returns, Beneficial Ownership Declarations and AFS/FAS within 30 business days to complete the re-instatement process; failure of which the company or close corporation will be placed back into its previous deregistered status and the re-instatement application process must start again.

Re-instatement court orders must be uploaded onto the service for back office to confirm the content and validity of the court order, and it is free of charge. Court orders can only be implemented once by the CIPC, and therefore once implemented, the company or close corporation must still file all its outstanding Annual Returns, latest Beneficial Ownership Declaration and AFS/FAS.

Since third parties do not have a mandate or the information, they cannot file such on behalf of the company or close corporation re-instated by court order. If the outstanding Annual Returns, latest Beneficial Ownership Declaration and AFS/FAS is not filed, the company or close corporation will be placed back into AR deregistration for non-compliance with Annual Returns. When approaching the court for an order to re-instate, it is advised that the court order mandate the company to comply with such provisions within a set period of time.

Practice Note 1 of 2022, is hereby withdrawn and replaced with this practice note effective from 11 August 2025 – as per the date communicated on the CIPC website for the release of the automation of Application for Re-instatement of Deregistered Company (Form CoR40.5) in terms of Regulation 4(2)(b) of the Companies Regulation, 2011 (which was communicated via Notice 35 of 2025 – Refer to our previous Alert dated 14 August 2025). 

This Practice Note is applicable to the re-instatement of companies and close corporations in terms of Section 82(4) of the Companies Act, 2008 read with Companies Regulation 40(6) and (7).

Click here to download Practice Note 3 of 2025:

https://www.cipc.co.za/wp-content/uploads/2025/10/Practice-note-3-of-2025_Government-Gazette-publication-pages-1.pdf 

Relevance to Auditors, Independent Reviewers & Accountants:

• The Companies Act is yet another piece of legislation that your clients must comply with, and which you must assess compliance with.  If they don’t comply with the relevant laws and regulations, you have certain reporting obligations in terms of NOCLAR (NOn-Compliance with Laws And Regulations) – this could include reporting to management, qualifying your audit opinion, reporting a Reportable Irregularity, etc.
• As an auditor, independent reviewer and accountant, you also need to monitor your client’s compliance with the Companies Act and all relevant notices/enforcements/practice notes/customer letters issued by CIPC as the regulator.
• Where you perform these compliance tasks on behalf of your client, you need to ensure that you comply with all relevant notices/enforcements/practice notes/customer letters issued by CIPC as the regulator.

Relevance to Your clients:

• An entity (company or close corporation) has a duty to comply with the Companies Act, and all relevant notices/enforcements/practice notes/customer letters issued by CIPC as the regulator.

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