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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 2 : Formation, Administration and Dissolution of Companies

Part G : Winding-up of solvent companies and deregistering companies

82. 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).