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It is a very common misunderstanding that a dormant company does not have to submit returns.

Quite simply, all companies must submit tax returns and CIPC returns, albeit Nils.

So what happens if they don’t?

Tax returns

  • Your company will not be able to obtain a Tax Clearance if there are any provisional or annual tax returns outstanding. But if it’s dormant, then this is not likely to bother you.
  • SARS is hitting dormant companies with a penalty of R250 per return, each month that the return is outstanding. This will not bother you until you start trading, then you’re in big trouble, because, by then, the penalties can have grown to several thousand Rands. If the company never trades, then the penalties don’t matter, because SARS can only go after the company for them and it has no money to lose.

CIPC annual returns

  • If there are 2 or more returns outstanding, then CIPC will put the company into “De-registration process”. Every so often CIPC hits the de-registration button, and all such companies are de-registered. This cannot be reversed if the company was not trading at the time of de-registration.


  1. Thembani majiya

    Hi, can someone help me I registered my company this year february I haven,t start working because I waited for a Tax Clearance Certificate can I do a dormant company return

    1. Hi Thembani,
      If you registered your company in February 2023, then you should have submitted a Nil 2nd Provisional Tax Return 2023 by 28 February 2023, a Nil 1st Provisional Tax Return 2024 by 31 August 2023 and must submit a Nil 2nd Provisional Tax Return 2024 by 28 February 2024.
      Also by 28 February 2024, you need to submit a Nil Annual Tax return 2023.
      And in February 2024 you need to submit your Annual CIPC return.
      And, finally, your Beneficial Ownership return to CIPC is already overdue.
      If you need help with any of these call us on 011 805 0030.


    Govt Gazette is very relevant – it says dormant companies are not required to submit tax returns.


    Why was my comment on the Govt Gazette ignored. It’s very relevant – it says dormant companies are not required to submit tax returns.

  4. Hi Derek, I bought a shelf company in 2013. Never submitted any tax returns. Company hardly made anything and was dormant for the since 2016.I see on cips website it was finally deregistered in 2020. Now today received an sms from sars stating I have 10 days to submit tax returns for this company or they will come after me: Dear Tax Representative of failed to submit your company income tax returns with reference…. Failure to submit the returns is a criminal offence in terms of section 234, (2)(d) of TAA. to avoid more administration penalties being levied against you, kindly submit all the outstanding returns wthin 10 days of this SMS, Should you fail to submit the returns, we will initiate the criminal process and send you a NOTICE OF INTENTION TO SUMMONS. Please ignore if you have since complied. SARS… can they come after me personally for not submitting returns and for penalties etc?The company has not been trading for over 6 years and bank account was closed over 6 years ago too.

    1. Hi Lucy,
      I fail to see how SARS can attack you personally. You are not the company. We have a few of our own companies in the same position and I just delete all such correspondence from SARS.

  5. Govt Gazette 48788 dated 23 June 2023 states in para 2 (a) that every company with assets or liabilities in excess of R1,000 or income in excess of R1,000 is required to submit a tax return. That makes it very clear that dormant companies that meet these criteria should not be required to submit a tax return – yet I have received threatening demands to submit returns for these companies.

  6. Good day,

    I have been sent an SMS from SARS telling me a company I had registered in 2018 hasn’t paid it’s returns and needs to do so in the next 10 days or I’ll be taken to court. I however registered the company as a Pty ltd and it never made money, nor did it actually run and has been dormant since then. How do I approach this as the company was registered and was incorporated but remained dormant.


    1. Hi Skye,
      My apologies for the late response. I have been hospitalised.
      Your best bet is to do nothing, either with SARS or CIPC. Eventually the company will be de-registered and if SARS imposes Administrative Penalties they can’t collect them from a company that has no money. I am doing this with some of own companies that aree in a similar position.

  7. Mthobisi Khumalo

    Good morning.
    I know this might be too late, but for a dormant company what should I submit when SARS asks for supporting documents after submitting returns?

    1. Hi Mthobisi

      If your return stated that the company was dormant then there should have been no such request. I suggest that you either submit a new return, which is the correct thing to do, or for the SD submit a letter in .pdf stating that the company is dormant.

  8. I know this is a very late comment, but if you can help, I really appreciate it. I registered a private company with the CIPC, completed the process, but I’ve never done anything with it since. I assume that counts as dormant, since its’ never traded, or done anything whatsoever.

    Would it be safe for me to just leave it to be de-registered by the CIPC if I don’t submit the annual returns? I’m afraid of finding the company owes SARS thousands of rands it doesn’t have, since it’s dormant, and hasn’t submitted any tax returns. I registered it in August 2022. Would I have to pay that money myself as the only member and shareholder?

    At this point I just want to let it be de-registered, the stress and hassle of trying to figure out all this tax stuff for a company that’s dormant and never traded is not worth it.


    1. Hi Langa,
      SARS will start imposing penalties on the company for non-submission of tax returns. However, you are not personally liable for these penalties or any other charges to the company, so you can ignore SARS. Also you can ignore CIPC and they will eventually de-register the company.

    2. Hi Langa,
      You are not personally liable for the company’s debts, so you can ignore SARS and any penalties that they apply. You can also ignore CIPC and they will eventually de-register your company.
      And by ignore, I mean ignore. If they phone, SMS, email or whatever, do not respond.
      There is an alternative. We could de-register the company at CIPC and then at SARS, but the cost is prohibitive (somewhere around R7 000 in all, but right now I can’t connect to the office server for an exact figure because it shut down with load shedding)

  9. Lethabo Seboni

    Good Day

    I am seeking clarity. Do dormant companies have to pay for their annual returns with CIPC?


    Lethabo Seboni

    1. Hi Lethabo,
      Absolutely, otherwise the company will eventually be de-registered by CIPC.
      Your company must also submit nil provisional and annual tax returns otherwise SARS may start imposing a R200 penalty every month for every outstanding tax return.
      It’s possible that SARS is already doing so without your knowledge. If you want us to assist, call Tumi on 011 805 0030.

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