CIPC: Deregistration of companies and CCs in annual return deregistration process

CIPC: Deregistration of companies and CCs in annual return deregistration process

• 06 February 2024
• CIPC
• South African Accounting Academy

The systematic final deregistration commenced on 19 January 2024 and continued until 23 January 2024. Notification of final deregistration will commence after the systematic final deregistration has been completed and will take approximately 2 weeks to complete.

Companies and CCs that have been finally deregistered may apply for reinstatement provided it meets the process and documentation requirements. Once the re-instatement has been processed, all Annual Returns together with the latest Beneficial Ownership Declaration and Annual Financial Statements/Financial Accountability Supplement must be filed within 30 business days.

Customers are urged to take note of the following important information (e.g. on Reinstatement) listed in the Notice.

• The submission of the Annual Return Information together with payment should have been made before final deregistration. Mere timeous payment or deposit of fee is not regarded as filing of Annual Returns. If payment or deposit was made, but the company or close corporation was finally deregistered, the company or close corporation may be reinstated provided it meets the process and document requirements.

• If Annual Returns were filed, but not the latest Beneficial Ownership Declaration, such must be filed separately failure of which CIPC may initiate an investigation against the company or close corporation and issue a compliance notice.

• Technical questions on Beneficial Ownership must be logged via the CIPC inquiry system (https://enquiries.cipc.co.za) – Department Corporate Legal Services, and the Category Beneficial Ownership.

• Names of companies and close corporations which were finally deregistered between 19 and 23 January 2024 for Annual Return non-compliance, will be administratively protected for 6 months only. After the expiration of the 6 months, the name will become available for other customers to reserve.

• Technical questions on Annual Financial Statements / Financial Accountability Supplement must be logged via the CIPC inquiry system (https://enquiries.cipc.co.za) – Department Companies and Close Corporations, and the Category Financial Statements or iXBRL fault logging.

• The list of finally deregistered companies and close corporations will be published on the CIPC website in due course under Other / Gazettes - https://www.cipc.co.za/?page_id=5045 

• If the company or close corporation did not receive Form CoR40.3 via e-mail, the contact details of the directors of the company or members of close corporation are outdated and should be updated once the company or close corporation has been re-instated. Failure of which, the company or close corporation will not receive Annual Return Reminders or any other communication from the CIPC.

Notices relating to this final deregistration:

• Notice 74 of 2024 - Final de-registration of companies and close corporations in the annual return de-registration process

• Notice 67 of 2023 - Turnover validation and beneficial ownership information on annual return filings

• Notice of 47 of 2023 - Commencement of deregistration notification for companies and close corporations

• Government Gazette, No 3805 - Domicilium Et Executandi Requirements

Customers are urged to take note of the information links listed in the Notice.

Click here to download Note 3 of 2024:

https://www.cipc.co.za/wp-content/uploads/2024/02/Notice_Final-Deregistration-January-2024_v1.0.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) must comply with the Companies Act, and all relevant notices/enforcements/practice notes/customer letters issued by CIPC as the regulator.

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