Liquidating or winding up your company


Liquidating or winding up your company

Business in liquidation

Liquidation and deregistration are not the same thing.

Liquidation

Liquidation implies that the business is not able to pay its debts.

Liquidation further implies that the business will cease to operate (generally as a result of financial problems).

The liquidation may come about:

  • as a result of a legal court process, or
  • by the creditors or
  • it may be voluntary liquidation i.e. applied for by members of the CC.

Voluntary Winding up of a company

Solvent company

A solvent company or close corporation may be wounded up voluntarily by members or by a creditor by the adoption of a Special resolution by the company or close corporation.  The resolution must be filed with the CIPC by filing the CoR40.1 with supporting documents.

Before the resolution is adopted by the company or close corporation, the company or close corporation must set security with the Master of the High Court for the payment of the company’s debts within no more than 12 months after the start of the winding-up of the company or close corporation or obtain consent of the Master to dispense with security.

For consent to dispense with security the following information must be provided to the Master:

  • A sworn statement by a director (if a company) or member (if a close corporation) authorised by the board of the company stating that the company or close corporation has no debts;  and
  • A certificate by the company’s or close corporation’s auditor, or a person who meets the requirements for the appointment of an auditor (if company does not have a auditor) stating that to the best of the auditor’s knowledge and belief and according to the financial records of the company or close corporation, the company or close corporation appears to have no debts.
  • Note:  It should be noted that the above requirements are determined by the Master itself and therefore, the above may not be correct.  Therefore, the above only serves as a guide as to what the Master may require.
  • A company or close corporation remains a juristic person and retains all of its powers as such while it is being winded up voluntarily.  From the beginning of the company close corporation’s winding-up, it must stop carrying on its business except for those activities required for the benefit of the winding up process.  Also all the powers of the company’s directors or close corporation’s members cease, except to the extent specifically authorised,
    • by the liquidator or shareholders in  a general meeting in the case of winding-up by company, or
    • by the liquidator or creditors in the case of winding-up by creditors.
  • A company or close corporation is dissolved as of the date its name is removed from the companies’ or close corporation register.  The removal of a company or close corporation’s name does not affect the liability of any former director or shareholder (for close corporation its members) or any other person in respect of any act or omission that took place before the close corporation was removed from the register.
  • At any time after a company or close corporation has been dissolved, the liquidator or other person with an interest may apply to a court for an order declaring the dissolution to have been void, or any other order that is just and equitable in the circumstances and if the court declares the dissolution to have been void, any proceedings may be taken against the company or close corporation as might have been taken if the company close corporation had not been dissolved.
  • Legal personality is only terminated once the entity is “dissolved”.

To voluntarily liquidate your solvent company, follow these steps:

  1. Register as a Customer

To view information on how to register as a customer, click here.  If you are already registered as a customer, and know your customer code and password, proceed to step 2.

2. Deposit funds

Deposit R250 into the CIPC bank account.  For the bank account details, click here.  Use your customer code as reference when depositing money into the CIPC bank account.

3. Apply for solvent liquidation of your company or close corporation

The following supporting documents must be included in your e-mail for winding up by the company or creditors:

    • Security – JM12 or consent to dispense with security – if winding up is by company or close corporation itself;
    • Original or certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
    • Originally certified ID copy of signatory (active director (company) or member (close corporation)/company secretary/representative)
    • Power of attorney – if representative
Service turnaround time:  10 working days from date of tracking.

Click here to lodge an enquiry.

Important:  Queries relating to  transactions already lodged should only be submitted once the Service Turnaround Time has lapsed.

You can track the progress of your document by clicking on “Track my transactions” on the home page.  Click on  “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Insolvent company or close corporation

To voluntarily wind up your insolvent company or close corporation, follow these steps:

1. Register as a Customer

To view information on how to register as a customer, click here.  If you are already registered as a customer, and know your customer code and password, proceed to step 2.

2. Deposit funds

  • Deposit R80.00 (plus penalty of R150.00 if not lodged within a month after the meeting).  For the bank account details, click here.  Use your customer code as reference when depositing money into the CIPC bank account.

3. Apply for insolvent liquidation of your company or close corporation

Scan and e-mail the completed and signed documents together with supporting information toliquidations@cipc.co.za

  • The following supporting documents must be included in your e-mail:
    • CM25a or CM25 plus notice of the meeting;
    • Original or certified copy of the written special resolution or minutes (accompanied by the agenda/notice) of the meeting at which the decision to wind-up was taken;
    • Security – JM12 or consent to dispense with security – if winding up is by company
    • CM100 – Statement of Company AffairsOriginally certified ID copy of signatory on the CM 26 (active director/company secretary/representative)
    • Power of attorney – if representative
Service turnaround time: 10 working days from date of tracking.
Click here to lodge an enquiry.

Important:  Queries relating to  transactions already lodged should only be submitted once the Service Turnaround Time has lapsed.

You can track the progress of your document by clicking on “Track my transactions” on the home page.  Click on  “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Liquidation or Winding up by Court Order or setting aside of liquidation proceedins or dissolution

To wind up a company close corporation by court order, follow these steps:

1. Register as a Customer  (preferable, but not compulsory)

To view information on how to register as a customer, click here.  If you are already registered as a customer, and know your customer code and password, proceed to step 2.

2. Wind up the company or close corporation by court order

E-mail the following to  liquidations@cipc.co.za

  • Letterhead of person submitting court order indicating contact details of person submitting it and customer code (preferable); and
  • Copy of court order.
Service turnaround time:  10 working days from date of tracking.
Click here to lodge an enquiry.

Important:  Queries relating to  transactions already lodged should only be submitted once the Service Turnaround Time has lapsed.

You can track the progress of your document by clicking on “Track my transactions” on the home page.  Click on  “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.