What is annual returns?

All companies (including external companies) and close corporations are required by law to file their annual returns with the CIPC on an annual basis, within a prescribed time period. The purpose for the filing of such annual returns is to confirm whether a company or close corporation is still in business/trading, or if it will be in business in the near future.  The annual return may be regarded as a type of annual “renewal” of the company or close corporation registration.

 

Therefore, if annual returns are not filed within the prescribed time period, the assumption is that the company or close corporation is inactive, and as such CIPC will start the deregistration process to remove the company or close corporation from its active records. The legal effect of the deregistration process is that the juristic personality is withdrawn and the company or close corporation ceases to exist.   

Will my personal detail as a director or member be disclosed on the annual return?

Due to security concerns relating to the disclosure of personal information CIPC has affected the following changes relating to annual returns:

  • Only the first 6 digits of a director’s or member’s identity number will be displayed; and
  • The annual return filing certificate will not display the identity number, addresses, or contact details     of  a director or member.
Can annual returns be filed manually?

No.  Annual returns can only be filed electronically via the CIPC Annual Return Website annualreturns.cipc.co.za or CIPC Self Service Terminal.  It should be noted that the CIPC Annual Return Website is mobile and tablet enables and therefore the annual return can be filed using a smart phone or tablet.

How do I file annual returns?

Annual returns can only be filed electronically via the provided application on the CIPC website.

 For the step by step guide on how to file annual returns kindly go to annualreturns.cipc.co.za and click on “how to”.

What will happen if the company or close corporation does not comply with annual returns?

The CIPC will assume that the company or close corporation is inactive, and as such CIPC will start the deregistration process to remove the company or close corporation from its active records. The legal effect of the deregistration process is that the juristic personality is withdrawn and the company or close corporation ceases to exist.   

Who may file an annual return on behalf of a company or close corporation?

Due to the nature and the content required on an annual return, such must be filed by the company or close corporation or its duly authorised representative that is in a position to provide the required information.

When must a company or close corporation file its annual returns?

It is an annual filing and it differs for companies and close corporations.  Companies must file (regardless as to whether it was active or not) within 30 business days starting from the day after its date of registration.  Close corporations must file (again regardless as to whether it was active or not) starting from the first day of the month it was registered up until the month thereafter. It may still file after such period, but an additional penalty fee will be applicable.  

If a company or close corporation has filed its tax returns with SARS, is it still required to file annual returns with CIPC?

A clear distinction must be made between an annual return and a tax return.  An annual return is a summary of the most relevant information regarding the company or close corporation and is filed with CIPC while a tax return focuses on taxable income of a company or close corporation in order to determine its tax liability to the State and is filed with SARS. 

 Compliance with the one does not mean that there is compliance with the other.  It is two different processes, administered in terms of different legislation by two different government departments.

Will the annual return replace the filing of other prescribed or statutory forms?
  1. An annual return is not an amendment form and therefore, the annual return must be followed by the appropriate statutory form(s) to update the CIPC registers after filing, if there are changes to the information on the annual return.  Only the following fields of the company or close corporation are updatable:
  • E-mail address;
  • Telephone number;
  • Cell phone number;
  • Website address;
  • Business description; and
  • Principle place of business.

 

For more information on how to amend company or close corporation information, kindly refer to the CIPC website www.cipc.co.za / maintain your business.

What is meant by business description?

It is the industry that the company or close corporation mainly operated in for the annual return period, for example construction, catering, cleaning services, import/export, transport, financial services, investment, mining, agriculture, marketing.  The indicated examples are not a complete list of all industries.

What is the annual return used for?

Annual returns are used to determine whether the business is still doing business or will be doing business in the future.  If annual returns are not filed, CIPC assumes that the business is dormant and starts the process to remove the business from the register of active businesses.  Also, annual returns may be used to gauge the level of compliance with the Companies Act especially financial reporting.

How will I know when to file?

CIPC does provide e-mail / sms reminders to directors (for companies) and members (for close corporations) PROVIDED that correct contact details have been provided to the CIPC when registering the business or updating its detail.  If CIPC does not have the correct information, reminders cannot be issued.  To confirm the status with annual return filings an AR Fee Calculation can be done via annualreturns.cipc.co.za or by utilising the CIPC USSD functionality.

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How must the annual return be filed?

Annual returns may only be filed on the CIPC Annual Return Website annualreturns.cipc.co.za using any computer, smart phone or tablet, or CIPC Self-Service Terminal (SST). The person filing the annual return must have a valid customer code, sufficient funds in his/her bank account, and physically submit the information via annualreturns.cipc.co.za or SST.  A step by step guide on how to file is available on annualreturns.cipc.co.za / how to guide.

What fee should be paid when filing annual returns?

 

In determining the appropriate fee for the filing of an annual return, a distinction must be made between a company and close corporation filing, and the date on which the annual return became due, since different fee structures are used for companies and close corporations.  Further, in order to determine the year from which the company or close corporation became liable to file annual returns, the roll out date for the specific category of entity must be used together with its registration date. 

 

Examples (Companies)

Examples (Close Corporations)

The company was registered on 26 June 1995.  If it is a public or external company, its first annual return became due in June 2003.  Therefore, annual returns should have been filed on an annual basis as from June 2004 until June 2011, and should then continue to be filed annually every year thereafter.

 

If the company is a private company, its first annual return became due June 2005.  Therefore, annual returns should have been filed on an annual basis as for June 2005 to June 2011, and every year thereafter.

 

If the company was registered 26 June 2009 and it is any other type of company, the first annual return became due in June 2010.  Therefore, annual returns should have been filed on an annual basis for June 2010 and June 2011, and every year thereafter.

If the close corporation was registered on 26 June 1995, its first annual return became due in June 2009.  Therefore, annual returns should have been filed on an annual basis for June 2009 to June 2011, and every year thereafter.

 

If the close corporation was registered on 26 June 2009, its first annual return became due in June 2010.  Therefore, annual returns should have been filed on an annual basis for June 2010 and June 2011, and every year thereafter.

If the annual return became due 1 May 2011 or thereafter, the fee structure under the Companies Act, 2008 must be used.  If it became due before 1 May 2011 the Companies Act, 1973 fee structure must be used.

 

Companies Act, 1973 fee table:

 

Annual Turnover

Private and Incorporated Companies

Public Companies

External Companies

Less than R10 million

R450

R4000

R4000

More than R10 million but less than R50 million

R2500

R4000

R4000

R50 million or more

R4000

R4000

R4000

Penalty fee for each late lodgment

R150

R150

R150

Re-instatement Application (Form CoR40.5)

R200

 

Companies Act, 2008 fee table:

 

Annual Turnover

Filing within 30 business days after anniversary date

Filing more than 30 business days after anniversary date

Less than R1 million

R100

R150

R1 million but less than R10 million

R450

R600

R10 million but less than R25 million

R2000

R2500

R25 million or more

R3000

R4000

Re-instatement Application (Form CoR40.5)

R200







 

Close Corporations Act, 1984 fee table:

Annual Turnover

Filing within 2 months from beginning of  anniversary month

Penalty for each late lodgment

Between 0 to R50 million

R100

R150

R50 million and above

R4000

R150

Re-instatement Application

R200

The fees payable for annual returns can also be determined by consulting the CIPC Annual Return website annualreturns.cipc.co.za / AR Calculator.  For assistance on how to conduct a fee calculation refer to the published step by step guide annualreturns.cipc.co.za / how to guide.


How does the Pay-As-You-Go payment option work?

For more information on the Pay-As-You-Go payment option kindly refer to www.cipc.co.za / online transacting / banking details.

What sections of the legislation governs annual returns?

Companies:

Filing Requirement:

  • Section 33 of Companies Act
  • Regulation 30 of Companies Regulations

Deregistration Requirement:

  • Section 82(3) of Companies Act
  • Regulation 40 of the Companies Regulations

Re-instatement Requirement:

  • Section 82(4) of Companies Act
  • Regulation 40 of the Companies Regulations

Filing of Financial Information:

  • Section 30 of Companies Act
  • Regulation 40 (2) – (4) of Companies Regulation
  • Regulations 28 and 29 of Companies Regulations

Close Corporations

Filing Requirement:

  • Section 15A of Close Corporations Act
  • Regulation 16 of the Close Corporations Administrative Regulations

Deregistration Requirement:

  • Section 82(3) of Companies Act
  • Regulation 40 of the Companies Regulations

Re-instatement Requirement:

  • Section 82(4) of Companies Act
  • Regulation 40 of the Companies Regulations

Filing of Financial Information:

  • Section 30 of Companies Act
  • Item 5 of Schedule 5 of Companies Act (relating to the amendments of section 58 of Close Corporations Act)
  • Regulation 40 (2) – (4) of Companies Regulation
  • Regulations 28 and 29 of Companies Regulations
Can a company or close corporation request exemption for the filing and payment of annual returns?

A company or close corporation is mandated by law to file annual returns annually and therefore, CIPC cannot exempt companies and close corporations from filing/complying with such requirement.

The prescribed filing fees for annual returns are legislated, and therefore such cannot be waived by the CIPC.  The CIPC also cannot make arrangements for payment of annual returns in “installments” since the prescribed fee must accompany the filing.  If the prescribed fee does not accompany the filing, the filing is invalidated and must be refiled.

If the company or close corporation was dormant/inactive for an annual return period, should it still file and pay annual returns?

Yes.  The Companies Act, 2008 (and its predecessor Companies Act, 1973) and Close Corporations Act, 1984 does not make a distinction between an active and inactive company or close corporation.  Therefore, even if the company or close corporation was inactive, it is still legally required to file and pay annual returns.

How can a company or close corporation confirms which annual returns are outstanding?

The outstanding annual return years and fees payable for annual returns may be determined by consulting the CIPC Annual Return website annualreturns.cipc.co.za / AR Calculator or by utilising the CIPC USSD functionality. 

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What will happen if the company or close corporation do not file annual returns?

As indicated above, there are cost implications for late filings. Continuous non-filing will result in the company or close corporation being placed into deregistration and eventually being finally deregistered. During the deregistration process or final deregistration, government departments, SARS, banks and other organisations or the service providers of the company or close corporation may refuse to do business with the company or close corporation until such time that outstanding annual returns have been submitted. 

 Deregistration will be automatically triggered by the CIPC when two or more successive annual returns are outstanding.  During deregistration companies and close corporations will be notified by registered mail or alternative electronic methods of communication of the pending deregistration.  The contact details as per the CIPC records will be used to communicate the business status.  If your contact details are outdated or incorrect, you will not receive such notification.

 If finally deregistered, the business will have to be re-instated first before it can continue doing business.

The fields on the annual return is inactive (“greyed out”), what must be done?

The current version of annual return filing application does not allow customers to update certain information, which is indicated in grey.  The annual return filing application will be changed overtime to accommodate such functionality as well as others required of the Companies Act, 2008 and the Close Corporations Act, 1984.

 The fields that are active should be completed and the annual return submitted.

The incorrect turnover was provided when the annual return was filed, how can that be corrected?

Once an annual return is filed, none of the information provided can be updated.  In cases where the incorrect turnover has been provided the customer code used for the original filing may be issued with either a credit note (indicated turnover larger than the actual turnover) or a debit note (indicated turnover less than the actual turnover).

In order for CIPC to credit/debit the customer code the following documents are required:-

(1)  the financial statements for the annual return year in question,

(2)  the entity name, registration number and the annual return year in question, 

(3)  indication of the reason for the incorrect turnover being provided, 

(4)  certified ID copy of the owner of the customer code used to file the annual return, and

(5)  a letter providing permission to the CIPC to credit/debit the difference.

 This request and information must be logged via the CIPC online enquiry system www.cipc.co.za / enquiries.

How can the reason for deregistration of my company or close corporation be determined?

The request must be logged via the CIPC online enquiry system www.cipc.co.za / enquiries.

Must financial statements be filed with the annual returns?

Companies (except external companies) are required to either file its audited financials, reviewed financials or financial supplement with its annual returns. 

All companies (except external companies) and close corporations, if it is required in terms of Companies Regulation 28 read with Companies Regulation 26 to prepare audited financial statements, must file such with CIPC at the same time of filing is annual returns via www.cipc.co.za / e-services / logon using customer code and password / transact / document upload / annual financial statements

Companies and close corporations that is neither required to file its audited financial statements, nor voluntarily filed its audited financial statements or reviewed financial statements, must file a financial accountability supplement (CoR30.2) after filing its annual returns by completing the online form via the CIPC website www.cipc.co.za / Maintain Your Business / Financial Statements and Independent Review

When must a company file audited financial statements, reviewed financial statements or a financial supplement with its annual returns?

All companies must prepare annual financial statements (“AFS”).  Public and State Owned companies (SOC) must have audited AFS while a Private, Personal liability and Non-Profit company and close corporation is not required to have its AFS audited unless –

  • in the ordinary course of its business, it holds assets in a fiduciary capacity for persons who are not related to the company, in excess of R5 million in value at any time during the year;
  • it is a non-profit company and was directly or indirectly incorporated by the state, a state owned company or foreign entity;
  • it is a non-profit company and was incorporated primarily to perform a statutory or regulatory function in terms of any legislation or to carry out a public function; or
  • its public interest score in that financial year, as calculated in accordance with Regulation 26 (2), is 350 or more or is at least 100 if its AFS have been internally compiled.

 Any other company must have its AFS independently reviewed in accordance with ISRE 2400 unless –

  • it is exempt, in terms of section 30 (2A) to have its AFS audited for that year or reviewed (every person who is a holder or has a beneficial interest in any securities issued is also a director of the company);
  • it is required by its own Memorandum of Incorporation (“MoI”) to have its AFS audited; or
  • it has voluntarily had its AFS audited for that year.

 A company or a close corporation that is required to have its AFS audited, as indicated above, must file a copy of its latest approved audited AFS with its annual return while a company or a close corporation that is not required to have its AFS audited as indicated above, may file a copy of its audited, reviewed AFS or a financial accountability supplement  (CoR 30.2) after its annual return.

How do I determine the entity’s turnover?

Annual Turnover is referred to in table CR 2B – Commission Fee Schedule of the Companies Regulation 2011 and Schedule 1: Fees of the Close Corporation Administrative Regulations.

Section 223 read with Regulation 164 of the Companies Act, clearly sets out what constitutes turnover and the method required to calculate turnover for the purpose of determining the correct annual return fee to be paid to the CIPC.

Which set of financial statements should be used to determine the turnover of the company or close corporation for purposes of filing annual returns?

A company or close corporation must use its latest approved financial statements for purposes of determining the turnover for purposes of filing annual returns.

Will CIPC provide notification of the pending deregistration?

Yes. During the deregistration process notifications are mailed to the company or close corporation’s registered postal address as per CIPC records, informing it of the intended deregistration and a request to either provide confirmation that it is still active or to file outstanding annual returns.  At the time of notification, the company or close corporation’s legal persona is not yet removed.  The notification only serves to inform the company or close corporation of the intention to deregister it, if no objection or filing of annual returns occurs.

Can deregistration be cancelled if the company or close corporation has been placed in deregistration due to annual return non compliance?

Yes.  If deregistration is due to annual return non compliance, deregistration process will be cancelled if all outstanding annual returns are filed while it is still in such status.

WARNING:  The outstanding annual returns must be filed before the date the company or close corporation is finally deregistered.

 

If a voluntary deregistration, an objection letter must be e-mailed to deregistrations@cipc.co.za.  The objection letter must clearly state the reason for objecting to the deregistration and must be signed by the person who is objecting to the deregistration.  Once signed, it must be scanned in either PDF or TIFF and e-mailed as a single e-mail with all attachments in PDF or TIFF to deregistrations@cipc.co.za.

 

WARNING:  The objection letter must be submitted to the CIPC before the date the company or close corporation is finally deregistered.  If the company or close corporation was finally deregistered, the company or close corporation must apply for re-instatement.  No supporting documents are required to object to the deregistration. 

If the company or close corporation was deregistered for non compliance with annual returns, can the company or close corporation still be re-instated (restored)?

Yes.  Once a company or close corporation has been finally deregistered, the company or close corporation or any third person may apply for re-instatement upon filing of a form CoR40.5 and if required, supporting documents. Upon the processing of the re-instatement application, the status will be changed to “in re-instatement process”.  

Should all annual returns be up to date before a close corporation converts to a company?

If a close corporation converts to a company and the conversion application on form CoR18.1 is received on or before the last day before the start of the anniversary month of the close corporation, then the annual return for such year does not need to be filed.  The reason for this is that no obligation has yet arisen for the filing of the annual return for the current year.  All other outstanding years must be brought up to date.

 For future filing of annual returns, the anniversary month will then be the month within which the close corporation was converted.

 Should the close corporation file its application for conversion within the month of the anniversary of its incorporation or the month thereafter then all annual returns must be brought up to date including the annual return for the current year

Should all annual returns be up to date if the company converts from one category of company to the other?

No.  The company does not have to be up to date with annual returns before converting but it should not be in “deregistration process” or “final deregistered”.  If in “deregistration process” the company must first object to deregistration in writing (if not due to annual return non compliance) or file all outstanding annual returns (if due to annual return non compliance) before applying to convert.

If the company is final deregistered it must first be re-instated.  Kindly refer to the Re-instatement section of the FAQ’s for the requirements to apply for re-instatement.

What sections of the legislation governs annual returns?

Companies:

Filing Requirement:

  • Section 33 of Companies Act
  • Regulation 30 of Companies Regulations

 Deregistration Requirement:

  • Section 82(3) of Companies Act
  • Regulation 40 of the Companies Regulations

 Re-instatement Requirement:

  • Section 82(4) of Companies Act
  • Regulation 40 of the Companies Regulations

 Filing of Financial Information:

  • Section 30 of Companies Act
  • Regulation 40 (2) – (4) of Companies Regulation
  • Regulations 28 and 29 of Companies Regulations

 

Close Corporations

Filing Requirement:

  • Section 15A of Close Corporations Act
  • Regulation 16 of the Close Corporations Administrative Regulations

 Deregistration Requirement:

  • Section 82(3) of Companies Act
  • Regulation 40 of the Companies Regulations

Re-instatement Requirement:

  • Section 82(4) of Companies Act
  • Regulation 40 of the Companies Regulations

 Filing of Financial Information:

  • Section 30 of Companies Act
  • Item 5 of Schedule 5 of Companies Act (relating to the amendments of section 58 of

Close Corporations Act)

  • Regulation 40 (2) – (4) of Companies Regulation
  • Regulations 28 and 29 of Companies Regulations