Semester 2 2025 - DUE 5 September 2025 ; 100% correct
solutions and explanations.
The Legal Status of Contracts Entered into by Deregistered
Companies: A Critical Discussion
1. Introduction
The Companies and Intellectual Property Commission (CIPC) plays
a central role in regulating companies in South Africa under the
Companies Act 71 of 2008 (“the Act”). One of its functions includes
the deregistration of companies that fail to comply with statutory
requirements, such as the filing of annual returns. Deregistration has
far-reaching legal consequences, the most significant being that the
company ceases to exist as a juristic person. This raises serious
questions regarding the enforceability of contracts entered into
during the period of deregistration.
The present scenario involves Sand-Ton Computer Systems (Pty)
Ltd (“Sand-Ton”), which was deregistered for failing to file its
annual returns. While deregistered, Sand-Ton concluded a
government contract with the Department of Education to supply
computers. Although Sand-Ton later complied with the statutory
requirements and was reinstated to the register, the Department
refused to pay for the goods supplied, arguing that the contract was
invalid because Sand-Ton lacked juristic personality at the time of
contracting.
This discussion evaluates the legal status of the contract with
reference to the relevant provisions of the Companies Act,
prescribed case law, and academic commentary. It also critically