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

Companies Regulations, 2011

Chapter 2 : Formation, Administration and Dissolution of Companies

Part G : Winding up and Deregistering companies and external companies

40. Winding-up, dissolution and de-registration of companies and external companies

 

 

See sections 79 to 83

 

(1) A resolution by a solvent company to wind up must be filed with Form CoR 40.1.

 

(2) If a company or external company has failed to file an annual return for two years in succession, as contemplated in section 82 (3)(a), the Commission may deliver a demand in Form CoR 40.3 to the company or external company by registered post, or other means of verified communication, requiring the company or external company to provide the satisfactory information contemplated in section 82 (3)(a)(ii).

 

(3) If a company or external company responds to a demand sent to it in terms of subregulation (2), the Commission—
(a) may deregister the company or external company if the information received in response to the demand confirms that the company or external company is no longer active; or
(b) if the information received in response to the demand confirms that the company or external company is active—
(i) may require additional information if the information provided is unsatisfactory in terms of section 82 (3)(a)(ii); or
(ii) may issue a compliance notice requiring the company or external company to file an annual return for every year that it has failed to do so; or
(iii) must issue a compliance certificate, if the information is satisfactory and the company or external company has filed an annual return for every year that it had failed to do so.

 

(4) If a company or external company fails to respond within 20 business days after receiving a demand under sub-regulation 2(a) or a request or, in responding, fails to provide satisfactory additional information required in terms of sub-regulation (3)(b)(i), the Commission may—
(a) issue a Notice of Pending Deregistration in Form CoR 40.4 to the company or external company; and
(b) deregister the company or external company at any time more than 20 business days after delivering the Notice of Pending Deregistration, unless during that time the company or external company has filed its annual return for every year that it had failed to file.

 

(5) When any company or external company has been deregistered the books and papers of the company or external company may be disposed of in such way as the Commission may direct.

 

(6) The Commission may re-instate a deregistered company or external company only after it has filed the outstanding annual returns and paid the outstanding prescribed fee in respect thereof.

 

(7) An application to re-instate a de-registered company or external company must be made in Form CoR 40.5 and must comply with such conditions as the Commission may determine.

 

(8) A notice by a company to transfer its registration to a jurisdiction outside the Republic, as contemplated in section 82 (5), must be filed in Form CoR 40.2, and must be accompanied by—
(a) a copy of a special resolution approving the transfer of the company's registration to that jurisdiction;
(b) satisfactory evidence that the company satisfies the requirements to register in that jurisdiction; and
(c) The fee set out in Table CR 1.