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Companies Act, 1973 (Act No. 61 of 1973)

Chapter IV: Formation, Objects, Capacity, Powers, Names, Registration and Incorporation of Companies

Deregistration

73. Cancellation of registration of memorandum and articles

 

 

1) If a company has failed, for a period of more than six months, to lodge an annual return in compliance with section 173 or if the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, he, the Registrar shall, in accordance with subsection (7), send to the company by certified post a letter enquiring whether it is carrying on business or is in operation.

 

2) [Subsection (2) deleted by section 5(b) of Act No. 59 of 1978]

 

3) If the Registrar does not within one month after sending the letter receive any answer thereto or receives an answer to the effect that the company is not carrying on business or is not in operation, he or she may publish in the prescribed manner and send to the company by registered post a notice that at the expiration of two months from the date of that notice the company mentioned therein will, unless good cause is shown to the contrary, be deregistered.

 

4) [Subsection (4) deleted by section 5 (d) of Act No. 59 of 1978]

 

5) At the expiration of the period mentioned in any notice referred to in subsection (3) or upon receipt from any company of a written statement signed by every director thereof to the effect that the company has ceased to carry on business and has no assets or liabilities, the Registrar may, unless good cause to the contrary has been shown by the company, deregister the company concerned, and shall give notice of the deregistration and the date thereof in the prescribed manner : Provided that the liability (if any) of every director, officer and member of the company shall continue and may be enforced as if the company had not been deregistered.

 

5A)
a) When any company has been deregistered the books and papers of the company may be disposed of in such way as the Registrar may direct.
b) After five years from the deregistration of a company, no responsibility shall rest on any person to whom the custody of the books and papers has been committed, by reason of the same not being forthcoming to a person claiming to be interested therein.

 

6)
a) The Court may, on application by any interested person or the Registrar, if it is satisfied that a company was at the time of its deregistration carrying on business or was in operation, or otherwise that it is just that the registration of the company be restored, make an order that the said registration be restored accordingly, and thereupon the company shall be deemed to have continued in existence as if it had not been deregistered.
b) Any such order may contain such directions and make such provision as to the Court seems just for placing the company and all other persons in the position, as nearly as may be, as if the company had not been deregistered.

 

6A) Notwithstanding subsection (6), the Registrar may, if a company has been deregistered due to its failure to lodge an annual return in terms of section 173, on application by the company concerned and on payment of the prescribed fee, restore the registration of the company, and thereupon the company shall be deemed to have continued in existence as if it had not been deregistered: Provided that the Registrar may only so restore the registration of the company after it has lodged the outstanding annual return and paid the outstanding prescribed fee in respect thereof.

 

7) A letter or notice under this section shall be addressed to the company at its registered office, its postal address and to the care of the directors or officers and the auditor of the company or may, if there is no director, officer or auditor of the company whose name and address is known to the Registrar, be sent to each of the persons who signed the memorandum of the company, at the address mentioned in the memorandum.