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Thread: CIPRO deregisters 764,000 business entities

  1. #1
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    Default CIPRO deregisters 764,000 business entities

    copy of an email i've just received...

    Urgent press release from TPN and Marlon Shevelew & Associates

    In September 2008 the Company and Intellectual Property Registration Office (CIPRO) introduced the need for all companies and close corporations (registered entities) to submit Annual Returns. The Annual Return must be submitted to CIPRO yearly in the month of incorporation of the entity. The need for the Annual Return is two fold, to help CIPRO confirm the registered entity is still in business and maintain up-to-date records of the entity.

    Should the entity fail to lodge and pay for its CIPRO Annual Return for a period of more than 6 months, CIPRO may conclude the company is no longer conducting business and will start the process of deregistering the entity, during this period the entity’s status is updated as “Deregistration Process”.

    TPN Credit Bureau has just received the latest download of CIPRO information and confirms that 760,000 Companies and Close Corporations have been updated to “Deregistration Final.”

    This has serious legal consequences for persons contracting with, and contracted to deregistered entities, such as Lessors.

    Attorney Marlon Shevelew from Marlon Shevelew and Associates provides the following advice:

    The Close Corporations Act and Companies Act provide for different consequences of deregistration for Close Corporations and Companies.

    In the case of close corporations:

    • Deregistration does not terminate the existence of the corporation but it does mean the loss, by the association of members forming the corporation, of legal personality and corporate status.
    • The members of the corporation at the time of deregistration are jointly and severally liable for such liabilities.
    • Therefore the members of the Lessee corporation can be held liable for the erstwhile corporation’s obligations under the lease.


    In the case of companies:

    • Deregistration brings about a formal end to the company which is then considered defunct.
    • The debts due by a company, such as rentals, are not extinguished but are rendered unenforceable while the company is deregistered.
    • The liability (if any) of directors, officers, members and sureties of the company however continues and may be enforced as if the company had not been deregistered.
    • A judgment against a company after it’s deregistration is a nullity and all property, movable and immovable, corporeal and incorporeal, passes automatically, without any necessity for delivery or any order of Court, into ownership of the State.
    • A person who purports to contract in the name of a company that has been deregistered, where both he and the person with whom he transacts believe the company to be still in existence, does not incur personal liability on the contract and the contract is a nullity.


    Implication on Leases

    • A lease with a lessee close corporation will still be enforceable as against the members of a lessee close corporation but a lease will be unenforceable against a lessee company or its directors, officers, members while deregistered, although the liability of sureties will remain.

    Re-registration

    A deregistered corporation or company can however be re-registered.

    In the case of close corporations:

    The registrar may, on application by any interested person (includes creditors and therefore Lessors) and if satisfied that a corporation was at the time of its deregistration carrying on business or was in operation or that it is otherwise just, that the registration of the corporation be restored, provided that the returns have been lodged.

    The registrar must then publish notice of the restoration in the Government Gazette, and the corporation will, from date of publication, be deemed to have continued in existence from the date of deregistration, as if it were not deregistered and all obligations or rights under a lease will be resuscitated.

    In the case of companies:

    A written application may be made to the registrar who may then restore the entity; or an interested party aggrieved by the deregistration (such as a Lessor creditor) may apply to court for its restoration to the register.

    The effect of an order restoring the registration of a deregistered company is that the company is deemed to have continued in existence as if it had not been deregistered. In other words, the company is in the position it would have been in had it not been deregistered and all acts done in the name or on behalf of the company during the period between its deregistration and its restoration will be retrospectively validated.

    Conclusion

    Consequently all Lessors & Property Managers should, without delay, check the legal status of their corporate Lessees:

    Perform a TPN company enquiry on all active corporate Tenants / Lessees

    In the event you have Lessees which have been deregistered you should without delay seek legal advice.

    Kind regards,

    Michelle Dickens
    Managing Director
    TPN Registered Credit Bureau
    T | 0861 876 000
    F | 0861 876 329
    E | michelle @ tpn.co.za
    W | www.tpn.co.za
    NCR Registration: NCRCB08

    Marlon Shevelew
    Tel +27 21 425 7069
    Fax +27 21 418 5488
    Reg. with Cape Law Society
    Member Number 10666
    Help abused and abandoned animals by donating unwanted books, clothing, appliances, furniture, etc. to TEARS
    (The Emma Animal Rescue Society) www.tears.org.za

  2. #2
    Super Grandmaster blunomore's Avatar
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    Very interesting and informative post, thanks.

    The cut-off date was 15 July, I think.

  3. #3
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    Whoops. Guess that old dormant CC of mine's gone with the wind then. No matter, didn't really want it anymore anyway as it was just lying there.

  4. #4

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    Quote Originally Posted by blunomore View Post
    Very interesting and informative post, thanks.

    The cut-off date was 15 July, I think.
    It was, but they still accepted a few last minute payments on the 16th
    RSA Broadband = 1.44 Floppy & Stamp

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