EFFECT OF FINAL DEREGISTRATION OF COMPANIES AND CLOSE
CORPORATIONS WHICH HAVE BEEN DEREGISTERED DUE TO NONE
COMPLIANCE WITH LODGEMENT OF ANNUAL RETURNS

TO ALL EXTENDED BUSINESS PARTNERS
Number 06/2015
Where a Company or Close Corporation has been finally deregistered by the Companies and Intellectual Property Commission (CIPC), the effect on dealings by the directors / members with immovable property is the following:
  • The assets of the Company or Close Corporation passes to the State as bona vacantia;
  • A debt that is due to a creditor of the Company or Close Corporation is unenforceable (see Barclays National Bank v Kalk 1981(4) S A 291 W), and
  • Summons cannot be issued against a deregistered Company or Close Corporation.
It is therefore imperative to ensure when dealing with a Company or Close Corporation that such Company or Close Corporation is registered with the CIPC, as a creditor of a Company or Close Corporation that has been deregistered will find it extremely difficult and extremely costly to re-instate such entity, in terms of section 82 of the Companies Act (see also Peninsula Eye Clinic (Pty) Ltd v Newlands Surgical Clinic (3) 204 (1) SA 381 (WCC)).

Beware!!

For any queries please contact our property law division at the details below:

Allen Stanley West
Tel: 012 425 3549
awest@macrobert.co.za

Daleen Loubser
Tel: 012 425 3489
dloubser@macrobert.co.za