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Written by: CIPC

Category: Uncategorised

Published: 12 May 2026

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NB: 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 a request of the creditors, or
• the company or close corporation may voluntary decide to be liquidated.

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”.

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Written by: CIPC

Category: Uncategorised

Published: 12 May 2026

Hits: 10

• The memorandum of incorporation (MOI) determines the minimum number of directors and alternate directors, which, in the case of a private company may not be less than one director.  A customised MOI will also set out the eligibility requirements for a director as well as the directors’ term of office.  In the case of a standard MOI, the term of office is indefinite and there is no restriction on the number of directors. New directors may be elected by the Board of Directors when there is a vacancy or the company wishes to add directors.  Vacancies on the board arise if a director:
  • resigns or dies
  • ceases to hold the office, title or designation in the company that entitles the person to be an ex officio director,
  • becomes incapacitated or disqualified or
  • is removed.
  A director may be removed by:
  • An ordinary resolution adopted at a shareholders’ meeting by the persons entitled to exercise voting rights in the election of that director.  The director concerned must be given notice of the meeting and the resolution, at least equivalent to that which a shareholder is entitled to receive, regardless of whether the director is a shareholder.  The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
  • A resolution of the board because it has determined that the director in question has become ineligible or disqualified in terms of section 69 of the Act, is unable to perform the functions of a director and is unlikely to regain that capacity within a reasonable time or has neglected or been derelict in the performance of the functions of a director.
  • An order of the court confirming the resolution of the board or removing the director from office if the court is satisfied that the director is ineligible or disqualified, incapacitated, or has been negligent or derelict.
  A director may be appointed by the Board of Directors unless the Memorandum requires shareholder approval.The following supporting documents must be included in your e-mail:
  • Certified identity copy of applicant
  • Resolution pertaining to the changes (Important – Majority of directors are required to sign the Resolution)
    Notice and minutes if the decision was taken in a meeting (All directors to sign the minutes if decision was taken during a meeting.)
  • Certified ID copies of affected directors
  • Mandate by the company for the third party to submit on behalf of the company for both manual and eservices
  • Signed Letter of consent to accept the appointment as a director in that company, when a director is being appointed.
  • A signed letter of resignation by the director in a case of resignation.
  • In an event that a company has a sole director and the board decides to effect the resignation simultaneous with the appointment of a new director, the resolution must be co-signed by both directors. Refer to practice note 2 of 2021
  Email all relevant documents to CIPC: This email address is being protected from spambots. You need JavaScript enabled to view it. and This email address is being protected from spambots. You need JavaScript enabled to view it.
• NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.Click here for the CIPC service standards. Service Standard is dependent on payment for the transaction being made.
• Click here to log an enquiry (only after the indicated service standard has lapsed).
• Click here for step by step guide for Appointment, resignation or removal of directors
• Please note that the email address This email address is being protected from spambots. You need JavaScript enabled to view it. should only be used if the director amendments (CoR39) is lodged electronically.
• To appoint, resign or remove a director online click here 

Details

Written by: CIPC

Category: Uncategorised

Published: 12 May 2026

Hits: 11

• The memorandum of incorporation (MOI) determines the minimum number of directors and alternate directors, which, in the case of a private company may not be less than one director.  A customised MOI will also set out the eligibility requirements for a director as well as the directors’ term of office.  In the case of a standard MOI, the term of office is indefinite and there is no restriction on the number of directors. New directors may be elected by the Board of Directors when there is a vacancy or the company wishes to add directors.  Vacancies on the board arise if a director:
  • resigns or dies
  • ceases to hold the office, title or designation in the company that entitles the person to be an ex officio director,
  • becomes incapacitated or disqualified or
  • is removed.
  A director may be removed by:
  • An ordinary resolution adopted at a shareholders’ meeting by the persons entitled to exercise voting rights in the election of that director.  The director concerned must be given notice of the meeting and the resolution, at least equivalent to that which a shareholder is entitled to receive, regardless of whether the director is a shareholder.  The director must be afforded a reasonable opportunity to make a presentation in person or through a representative to the meeting before the resolution is put to a vote.
  • A resolution of the board because it has determined that the director in question has become ineligible or disqualified in terms of section 69 of the Act, is unable to perform the functions of a director and is unlikely to regain that capacity within a reasonable time or has neglected or been derelict in the performance of the functions of a director.
  • An order of the court confirming the resolution of the board or removing the director from office if the court is satisfied that the director is ineligible or disqualified, incapacitated, or has been negligent or derelict.
  A director may be appointed by the Board of Directors unless the Memorandum requires shareholder approval.The following supporting documents must be included in your e-mail:
  • Certified identity copy of applicant
  • Resolution pertaining to the changes (Important – Majority of directors are required to sign the Resolution)
    Notice and minutes if the decision was taken in a meeting (All directors to sign the minutes if decision was taken during a meeting.)
  • Certified ID copies of affected directors
  • Mandate by the company for the third party to submit on behalf of the company for both manual and eservices
  • Signed Letter of consent to accept the appointment as a director in that company, when a director is being appointed.
  • A signed letter of resignation by the director in a case of resignation.
  • In an event that a company has a sole director and the board decides to effect the resignation simultaneous with the appointment of a new director, the resolution must be co-signed by both directors. Refer to practice note 2 of 2021
  Email all relevant documents to CIPC: This email address is being protected from spambots. You need JavaScript enabled to view it. and This email address is being protected from spambots. You need JavaScript enabled to view it.
• NB: Lodgement of a passport copy is only accepted as proof of identity for non-residents of South Africa. For South African residents a green bar-coded/ smart  ID copy must be lodged.Click here for the CIPC service standards. Service Standard is dependent on payment for the transaction being made.
• Click here to log an enquiry (only after the indicated service standard has lapsed).
• Click here for step by step guide for Appointment, resignation or removal of directors
• Please note that the email address This email address is being protected from spambots. You need JavaScript enabled to view it. should only be used if the director amendments (CoR39) is lodged electronically.
• To appoint, resign or remove a director online click here