Companies Act, 2008 (Act No. 71 of 2008)Chapter 2 : Formation, Administration and Dissolution of CompaniesPart G : Winding-up of solvent companies and deregistering companies82. Dissolution of companies and removal from register |
| (1) | The Master must file a certificate of winding up of a company in the prescribed form when the affairs of the company have been completely wound up. |
| (2) | Upon receiving a certificate in terms of subsection (1), the Commission must— |
| (a) | record the dissolution of the company in the prescribed manner; and |
| (b) | remove the company’s name from the companies register. |
| (3) | In addition to the duty to deregister a company contemplated in subsection (2)(b), the Commission may otherwise remove a company from the companies register only if— |
| (a) | the company has transferred its registration to a foreign jurisdiction in terms of subsection (5), or— |
| (i) | has failed to file an annual return in terms of section 33 for two or more years in succession; and |
| (ii) | on demand by the Commission, has failed to— |
| (aa) | give satisfactory reasons for the failure to file the required annual returns; or |
| (bb) | show satisfactory cause for the company to remain registered; or |
| (b) | the Commission— |
| (i) | has determined in the prescribed manner that the company appears to have been inactive for at least seven years, and no person has demonstrated a reasonable interest in, or reason for, its continued existence; or |
| (ii) | has received a request in the prescribed manner and form and has determined that the company— |
| (aa) | has ceased to carry on business; and |
| (bb) | has no assets or, because of the inadequacy of its assets, there is no reasonable probability of the company being liquidated. |
| (4) | If the Commission deregisters a company as contemplated in subsection (3), any interested person may apply in the prescribed manner and form to the Commission, to reinstate the registration of the company. |
| (5) | A company may apply to be deregistered upon the transfer of its registration to a foreign jurisdiction, if- |
| (a) | the shareholders have adopted a special resolution approving such an application and transfer of registration; and |
| (b) | the company has satisfied the prescribed requirements for doing so. |
| (6) | The Minister may prescribe criteria and procedural requirements that must be satisfied by a company before it may be de-registered in terms of subsection (5). |