Missed CIPC annual returns: how deregistration happens and how to reinstate
If a company or close corporation misses two or more annual returns in a row, CIPC assumes it is inactive and starts deregistering it. You can stop the process by filing every outstanding annual return and the latest beneficial ownership declaration before the final deregistration date. After that, the company no longer exists and must be reinstated on a CoR40.5, which is only possible if it was in business or had economic value when it was deregistered.
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Key facts
- Trigger
- Two or more successive annual returns outstanding (s 82(3)(a) Companies Act; CIPC Annual Returns FAQ)
- Company filing window
- Within 30 business days after the anniversary of incorporation
- Reinstatement form
- CoR40.5, online only since 11 August 2025, R200 fee paid by card (CIPC Notice 35 of 2025)
- After reinstatement
- File all outstanding annual returns, the latest BO declaration and AFS or FAS within 30 business days
How missed annual returns lead to deregistration
Every company and close corporation must file an annual return with CIPC each year, even if it was dormant. A company has 30 business days after the anniversary of its incorporation; a close corporation files from the start of its anniversary month to the end of the following month. Late filing attracts penalty fees.
When two or more successive annual returns are outstanding, CIPC treats the business as inactive and refers it for deregistration. CIPC says this is now a continuous, automated process. It also links annual returns to beneficial ownership: a company cannot complete its annual return without a current BO declaration, and non-compliance with either can lead to deregistration. CIPC sends SMS and email reminders and legal notices (CoR40.3 and CoR40.4) to the contact details on its records. If those belong to an old accountant or are out of date, you may never see them.
How to check your company's status
Log in to BizPortal and open BizProfile, or use the enterprise enquiry on CIPC e-Services with your customer code. The status shown tells you where you stand. A disclosure certificate from e-Services also shows the enterprise status. BizProfile's history tab lists the filings CIPC has processed.
- In Business: active. Keep filing on time.
- AR Deregistration (AR deregistration process): CIPC has started removing the company for missed returns. File everything now.
- AR Final Deregistered: removed for missed returns. Reinstatement is needed.
- Deregistration / Final Deregistered: a voluntary deregistration in progress or completed.
- Re-instatement process: reinstatement approved; the 30 business day filing window is running.
Stopping deregistration before it is final
While the status is AR deregistration process the company still exists. CIPC cancels the deregistration if all outstanding annual returns are filed while the company is still in that status. File the latest beneficial ownership declaration and the AFS or financial accountability supplement with them. The filings must reach CIPC before the final deregistration date; once that date passes, CIPC cannot accept annual returns or objections and only reinstatement is left.
What final deregistration means
Final deregistration withdraws the company's legal personality. CIPC warns that banks may freeze accounts, suppliers may refuse service and customers may refuse to pay, because the business no longer legally exists. Directors may become personally liable for the company's debts. Any immovable property can pass to the state.
How reinstatement works now
Since 11 August 2025 reinstatement applications are captured online on e-Services, BizPortal or a Self Service Terminal; the old email address no longer accepts them. You do not upload supporting documents unless the application is based on a court order. The application only counts as filed once the prescribed fee is paid by card, and unpaid applications are deleted after five working days.
CIPC only reinstates entities that were in business, or had economic value, when they were finally deregistered. Keep your evidence, such as bank statements, invoices, contracts or property records: CIPC can ask for it at any time and may withdraw the reinstatement if you cannot produce it. A dormant company with no value will not be reinstated; register a new company instead.
After payment the status becomes re-instatement process. Within 30 business days you must file every outstanding annual return, the latest BO declaration and the AFS or FAS. Miss that window and the company returns to its deregistered status and you must start again. Creditors and other third parties usually reinstate through a court order, which is uploaded free; the company must still do the filings itself.
Step by step
- 1
Check the status
Open BizProfile on BizPortal or run an enterprise enquiry on e-Services.
- 2
Update contact details
Make sure CIPC has each director's own email address and cell number so reminders and notices reach you.
- 3
If in AR deregistration
File the latest BO declaration, then every outstanding annual return with the AFS or FAS, before the final deregistration date.
- 4
If finally deregistered
Gather evidence that the company was trading or had value, then submit the CoR40.5 online and pay by card within five working days.
- 5
Complete the 30-day filings
Within 30 business days of reinstatement, file all outstanding annual returns, the BO declaration and AFS or FAS so the status returns to In Business.
Rather have it handled for you?
Reinstate your deregistered companyFrequently asked questions
How many missed annual returns before CIPC deregisters a company?
CIPC starts the deregistration process when two or more successive annual returns are outstanding.
Do dormant companies have to file annual returns?
Yes. The law does not distinguish between active and inactive companies, so a dormant company must still file and pay its annual returns every year.
Can I file annual returns after final deregistration?
No. Once a company is finally deregistered, CIPC cannot process annual returns until the company has been reinstated.
How long does CIPC reinstatement take?
CIPC processes the online CoR40.5 on payment, but you then have 30 business days to bring all filings up to date before the status changes to In Business.
Will my company keep its name after reinstatement?
Usually yes. If someone else has since applied for an identical name, the Companies Tribunal decides.
Official sources
- CIPC — Annual Returns FAQ (version 5.0)
- CIPC — Notice 09 of 2025: AR deregistration and final deregistration
- CIPC — AR deregistration due to AR and BO non-compliance
- CIPC — Automation of reinstatement (Notice 35 of 2025)
- CIPC — Additional information for CoR40.5 reinstatement online
- CIPC — Frequently asked questions
- Companies Act 71 of 2008, section 82
- CIPC — Company & Close Corporation Deregistration webinar (2020)
This guide explains the general rules. Requirements and portal steps change, so check the official source before you file.