Skip to content

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

  1. 1

    Member resolution to deregister

    All members must agree to deregister. Document the resolution in writing, signed by all members.

  2. 2

    Settle all obligations

    Pay all creditors, collect receivables, terminate employees with proper notice and pay, and settle all tax obligations.

  3. 3

    File final tax returns

    Submit final ITR14, EMP501, VAT return, and any other outstanding SARS submissions.

  4. 4

    Obtain SARS tax clearance

    Apply for a tax compliance status letter confirming all CC taxes are settled.

  5. 5

    Distribute remaining assets

    Distribute remaining CC assets to members according to their member interest percentages.

  6. 6

    File CoR40.1 with CIPC

    Submit the deregistration application to CIPC with the member resolution and required documentation.

  7. 7

    Await final deregistration

    CIPC publishes a notice and, if no objections, deregisters the CC after the notice period.

Key Requirements

Key requirements
Requirement
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

Important deadlines
Deadline
No fixed deadline — voluntary process
CIPC processing: 6–12 months typically
Final SARS returns due per normal deadlines

Fees & Costs

Fees and costs
ItemAmount
CIPC deregistration (CoR40.1)R75
SARS tax clearanceFree
Professional assistanceR5,000–R15,000

Non-Compliance Penalties

Non-compliance penalties
Penalty
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?
Generally not necessary if you are closing down. Converting adds cost and complexity. However, if you have complex affairs or pending transactions that benefit from Companies Act provisions, converting first may simplify the winding down process.
Can a single member deregister a CC against other members' wishes?
Voluntary deregistration requires all members to agree. If there is a dispute, a member can apply to court for a winding up order under the CC Act, or seek dissolution through arbitration if the CC founding statement provides for it.
What happens to the CC registration number after deregistration?
The CK registration number is permanently retired. Since no new CCs can be registered, the number cannot be reissued. If reinstated within 7 years, the same number is restored. After 7 years, the CC is gone for good.

Related Calculators

More Close Corporation (CC) Guides