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Can a company, once “dead”, be brought back to life?

In law, a company has perpetual succession, which means it is capable of existing indefinitely, unaffected by changes to its directors or shareholders.

However, there are various ways in which the existence of a company, as a legal person, can be terminated. For example, if a company is placed in liquidation, the liquidator, at the end of the process, issues a certificate stating that he has completed all his legal duties and the Registrar of Companies then takes the company off the register of companies and it is dissolved. In other words, it ceases to exist.

In Pieterse v The Master 2004 (3) SA 593 (C) an official in the office of the Master of the High Court, had erroneously issued a letter stating that the affairs of the company had been completely wound up. When the Registrar of Companies received this letter, he had no reason to doubt its accuracy. He therefore took it at face value, dissolved the company and took it off the register.

In fact, the company in question (though it was in the process of liquidation) was still engaged in litigation, in which it was suing another company for damages. Clearly, the litigation could not continue, as the plaintiff was non-existent. Could the company be brought back to life, so that the litigation could proceed to its conclusion?

The court held that the granting of the certificate in question by the Master’s office was an administrative act which, in
law, the High Court has the power to review and if appropriate, set aside.

The liquidator’s application to the High Court to set aside the certificate granted by the Master’s office was successful,
since it was clear that the certificate had been issued in error. The setting aside of the certificate had the effect that the
company was, as it were, restored to life and was able to continue with the litigation.

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