The notices appear to have been issued in error, and the affected companies are not at fault. Nevertheless, they must now formally address the matter with CIPC to ensure its records accurately reflect their compliance status and avoid wrongful deregistration.
The consequences of deregistration can be significant, potentially affecting a company’s banking arrangements, contractual obligations, and ability to conduct business. It is therefore crucial that deregistration proceedings do not arise where the relevant statutory requirements have been met.
In the space of just a few days, several cases came to our attention involving companies receiving CIPC Form CoR40.3 demand notices despite their annual returns either having been submitted on time or not yet being overdue.
Newly Registered Companies Among Those Affected
The cases identified suggest that companies registered during 2025 may be among those affected. Their first annual return filing deadline is either approaching or has only recently passed.
According to CIPC’s published guidance, companies are required to submit annual returns within 30 business days after the anniversary date of incorporation, but now they are receiving notices on the very day of their incorporation date.
Three recent cases highlight a concerning discrepancy:
Of particular relevance is section 82(3) of the Companies Act, Act No. 71 of 2008, read with Regulation 40(2) of the Companies Regulations, 2011, which provides for the issuing of a CoR40.3 demand notice where a company has failed to submit annual returns for two successive years.
As companies registered in 2025 would ordinarily only be required to submit their first annual returns in 2026, these cases raise questions about the circumstances under which the notices were issued.
The Responsibility Falls on Affected Companies to Clarify Their Status
Despite the apparent discrepancies, companies receiving these notices should not disregard them.
The covering email issued by CIPC’s Annual Return Team, to which the CoR40.3 notice is attached, includes the warning:
“Continued failure to comply with the filing of all outstanding Annual Returns will result in the final deregistration of the enterprise.”
In one case, a company lodged an electronic query after receiving a CoR40.3 notice, despite having already submitted its annual return and beneficial ownership information.
CIPC responded on 2 November 2026, confirming that all outstanding annual returns had been successfully submitted and paid for on 19 October 2026. However, the response did not explain why the notice had been issued. A subsequent status check showed that the company had been removed from the Annual Return Deregistration process.
During a separate telephonic enquiry, a CIPC consultant indicated that several similar queries had been received and advised affected companies to lodge enquiries through the Customer Enquiry Management System (CEMS).
Although the circumstances suggest a possible administrative or system-related issue, CIPC has not, to our knowledge, formally confirmed the cause.
Affected companies should therefore lodge queries promptly, retain proof of their submissions and follow up until their compliance status has been corrected. Lodging an enquiry does not necessarily suspend deregistration proceedings already initiated.
When an Administrative Discrepancy Becomes a Business Risk
Being incorrectly placed in the deregistration process creates unnecessary administrative pressure and potential business risks.
A company that is finally deregistered ceases to exist as a juristic person, which may affect its ability to trade, maintain banking arrangements and fulfil contractual obligations. Reinstatement, where required, may involve additional costs, documentation, and delays.
For companies that have complied with their filing obligations, or are still within their prescribed filing periods, these complications should not arise.
The recent cases highlight the importance of accurate compliance records and present an opportunity for CIPC to review the circumstances surrounding these notices and provide clarity to affected companies.
In the meantime, companies are encouraged to monitor their CIPC status and seek professional company secretarial assistance where necessary.
A CoR40.3 notice should not be ignored, even where a company is fully compliant. Affected companies should verify their filing status, lodge an enquiry with CIPC, and follow up until their records accurately reflect their compliance position.
