CIPC: New Requirements for Re-instatement of Deregistered Entities

Brought to you by SA Accounting Academy: The CIPC has introduced stricter requirements for the re-instatement of deregistered companies and close corporations, emphasizing economic activity and post-reinstatement compliance.

In terms of section 82(4) of the Companies Act, No. 71 of 2008, read with Companies Regulation 40(6) and (7), the Companies and Intellectual Property Commission (CIPC) has issued Practice Note 3 of 2025. This note provides clarity on the additional information required for applications for re-instatement (Form CoR40.5) via online platforms and replaces Practice Note 1 of 2022 effective from 11 August 2025.

The CIPC will only re-instate companies and close corporations that were in business or had economic value at the time of final deregistration. Re-instatement of dormant or inactive entities is restricted to protect the integrity of the registry and prevent the use of such entities for fraud, money laundering, or terror financing. Evidence of such business activity or economic value must be retained by the entity in accordance with Companies Regulation 168, as the CIPC reserves the right to request this documentation at any time. Failure to provide such evidence upon request may result in the withdrawal of the re-instatement.

Post-Re-instatement Compliance Requirements

Once an application for re-instatement has been processed and the relevant fees paid, the entity must complete the following actions within 30 business days:

• File all outstanding Annual Returns;
• Submit Beneficial Ownership Declarations; and
• File Annual Financial Statements (AFS) or Financial Accountability Supplements (FAS).

Failure to complete these filings within the 30-day period will result in the entity being placed back into its previous deregistered status, necessitating a new application process. Where re-instatement is sought via a court order, the order must be uploaded for back-office verification. Even with a court order, the entity remains obligated to file all outstanding returns and declarations to maintain its status. The CIPC advises that when approaching a court for re-instatement, the order should explicitly mandate the company to comply with these provisions within a set timeframe.

Click here to download Practice Note 3 of 2025.

What this means for you, your business, or your clients

• For yourself: You must ensure that any re-instatement application you manage is followed by the submission of all outstanding returns and Beneficial Ownership declarations within the strict 30-business-day window to avoid the entity reverting to deregistered status.
• For your business: Your firm must implement a document retention policy that specifically secures evidence of a client’s economic value or business activity at the time of deregistration, as required by Companies Regulation 168, to defend against potential CIPC audits of re-instated entities.
• For your clients: Advise clients that dormant or “shelf” entities that were inactive at the time of deregistration can no longer be re-instated; clients with active entities must be prepared to settle all outstanding Annual Return fees and file Beneficial Ownership data immediately upon CIPC approval.

Originally published at https://accountingacademy.co.za/news/read/cipc-additional-information-required-for-application-for-re-instatement-of-deregistered-company-form-cor40-5-via-online-platforms