How to Deregister a Close Corporation in South Africa
Last updated: 2026-03-19
Deregistering a Close Corporation follows a similar process to deregistering a PTY Ltd, but with some CC-specific considerations. Since no new CCs can be registered, deregistering your CC means that registration number and entity are gone permanently — you cannot get it back after 7 years, and you cannot register a replacement CC.
The voluntary deregistration process requires the CC to have no outstanding debts, no assets, no employees, and all SARS obligations settled. Members must pass a resolution to deregister, and the application is filed with CIPC using the CoR40.1 form (the same form used for PTY Ltd deregistration since CIPC unified its processes).
An alternative to deregistration is converting the CC to a PTY Ltd before closing, which may simplify matters if the CC has complex affairs. Some CCs also choose to remain registered but dormant, filing nil returns with CIPC and SARS each year. However, this still costs R100/year to CIPC and requires annual SARS returns, so full deregistration is usually preferable if you have no intention of trading again.
Step-by-Step Process
Member resolution to deregister
All members must agree to deregister. Document the resolution in writing, signed by all members.
Settle all obligations
Pay all creditors, collect receivables, terminate employees with proper notice and pay, and settle all tax obligations.
File final tax returns
Submit final ITR14, EMP501, VAT return, and any other outstanding SARS submissions.
Obtain SARS tax clearance
Apply for a tax compliance status letter confirming all CC taxes are settled.
Distribute remaining assets
Distribute remaining CC assets to members according to their member interest percentages.
File CoR40.1 with CIPC
Submit the deregistration application to CIPC with the member resolution and required documentation.
Await final deregistration
CIPC publishes a notice and, if no objections, deregisters the CC after the notice period.
Key Requirements
- Unanimous member resolution to deregister
- No outstanding debts or liabilities
- All SARS obligations settled
- SARS tax clearance obtained
- All employees terminated with proper process
- CoR40.1 filed with CIPC
Important Deadlines
- No fixed deadline — voluntary process
- CIPC processing: 6–12 months typically
- Final SARS returns due per normal deadlines
Fees & Costs
- CIPC deregistration (CoR40.1)R75
- SARS tax clearanceFree
- Professional assistanceR5,000–R15,000
Non-Compliance Penalties
- Continued CIPC annual return fees while CC remains registered
- Continued SARS obligations until deregistration is final
- Member personal liability for CC debts if deregistration is premature
Frequently Asked Questions
Should I convert my CC to PTY Ltd before deregistering?
Can a single member deregister a CC against other members' wishes?
What happens to the CC registration number after deregistration?
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