Annual Returns

 cipc_infographic.gifAll companies (including external companies) and close corporations are required by law to lodge their annual returns with CIPC within a certain period of time every year. An annual return is a statutory return in terms of the Companies and Close Corporations Acts and therefore MUST be complied with.
Failure to do so will result in the Commission assuming that the company and/or close corporation is not doing business or is not intending on doing business in the near future. Non-compliance with annual returns may lead to deregistration, which has the effect that the juristic personality is withdrawn and the company or close corporation ceases to exist.

  • Close corporations are required to lodge their annual returns within the anniversary month of its incorporation up until the month thereafter before it is in non compliance with the Close Corporations Act.
  • Annual returns can only be filed electronically.  
  • Always use your customer code to transact with CIPC.

To calculate outstanding AR fees, click here.   First log in using your customer code and password, and then click on AR calculator.

 

Steps to file Annual Returns

Annual returns must either be lodged electronically on CIPC's website or on a CIPC Self-Service Terminal (SST).  The process of lodging an annual return at a SST is simpler than the online process, as it allows for payments after completion of the transaction.  However, the SST process is only suitable for companies and close corporations where the director or member lodges the annual return him/herself. 

To lodge your annual return online on CIPC’s website, follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

Step 2: Calculate your annual return fee

  •  Calculate the outstanding Annual Return fee by using the Annual Return Calculator.  First log in using your customer code and password, and then click on AR calculator.
    • Visit the annual return website: http://annualreturns.cipc.co.za;
    • Select "Customer Login" and follow the indicated prompts;
    • Select "AR Fee Calculator";
    • Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue.
    • A screen will be displayed indicating lodged annual returns as well as outstanding annual returns.  Type in the relevant turnovers for each outstanding year and click on "Calculate Outstanding Amount";
    • The screen will display the total amount due. 

Step 3:  Deposit funds

  • Deposit the correct amount into the CIPC bank account.  For the bank account details, click here.  Use your customer code as reference when depositing funds into the CIPC account.

Step 4:  File annual return and generate certificate

  • Visit the annual return website: http://annualreturns.cipc.co.za;
  • Select "Customer Login" and follow the indicated prompts;
  • Select "File/Lodge AR";
  • Type in the registration number (year/sequence/type) at the Enterprise Number field and click Validate.  Confirm whether the provided registration number corresponds with the enterprise detail being displayed.  If not, reconfirm registration number by typing it in at the Enterprise Number field and click Validate.  If correct, click Continue.
  • A screen will be displayed indicating lodged annual returns as well as outstanding annual returns.  Type in the relevant turnovers for each outstanding year and click on "Calculate Outstanding Amount";
  • The screen will display the total amount due.  Click on "Pay";
  • The screen will summarise the transaction detail.  Click on "Update Details to Pay";
  • The annual return is pre-populated except for the empty fields under the Enterprise Details heading.
  • Select [+] Expand to open details of each section of the annual return and confirm if information is correct.
  • If the information displayed has changed, tick the appropriate tick box at the relevant heading.
  • Then click on File Annual Return(s).
  • Close corporations may be required to submit audited financial statements via financialstatements@cipc.co.za. 
  • Please include the CIPC reference number provided when lodging the Annual Return in the email to CIPC.
  • Click on Generate Certificate for the annual return filing confirmation to be generated and keep this copy.
  • For further assistance, kindly contact annualreturns@cipc.co.za


Useful Links

Appointment of Accounting Officers

Every close corporation have to appoint an accounting officer.  If a vacancy occurs, whether as a result of a removal, resignation or otherwise, a new accounting officer has to be appointed within 28 days. 

Appointment of CCs as Accounting Officers

Requirements relating to appointment of close corporations as accounting officers (Practice note 1 of 2006)

Section 60 (4) of the Close Corporations Act, 1984, in its amended form, provides:–

  1. A corporation may appoint as its accounting officer –
    1. any person who is a member of a recognised profession listed in a notice referred to in subsection (2);
    2. a firm as defined in subsection (1) of the Public Accountants’ and Auditors’ Act, 1991 (Act No. 80 of 1991);
    3. any other firm, if each partner in the firm is qualified to be so appointed; or
    4. any other corporation, if each member of such corporation is qualified to be so appointed.

From these provisions it is evidently clear that for a firm to be appointed as an accounting officer it must either be a common law partnership or a firm of accountants and auditors as defined in the Public Accountants’ and Auditors’ Act, 1991. A sole proprietor conducting his or her business under a business name (i.e. a name other than the name of its proprietor), therefore, cannot be appointed as a firm but will have to be appointed in his or her personal capacity

In the past this distinction was not clearly drawn and a number of appointments of firms as accounting officers were allowed where the “firm” was in fact a sole proprietor that had to be appointed in a personal capacity. These appointments will be regarded as appointment in a personal capacity of the person whose particulars appeared in the relevant letter of consent and any reference to the firm will be deemed to be a reference to the relevant person. No re-appointment will be required but such accounting officers must ensure that all future acts performed by them as accounting officers under the Close Corporations Act, 1984, or any other law must be performed in their personal capacities and not by or on behalf of a “firm”. Of particular importance in this regard is the use of the correct letterhead by accounting officers who are deemed to be or are appointed in their personal capacities – such a letterhead should reflect the personal particulars of the appointed accounting officer and not that of a firm.

In order to ensure that a firm or a close corporation qualifies for appointment as accounting officer of a close corporation, the firm or close corporation to be appointed must furnish the following additional information in its letter of consent to its appointment:–

  • The names of all the partners of the firm or members of the close corporation;
  • the recognised professions to which each such partner or member belongs;
  • the individual membership or practice number of each such partner or member; and
  • the practice number of the firm or close corporation allocated by the relevant recognised profession to the said firm or close corporation (Note: the membership or practice number of individual partners or members will not be accepted as the firm or close corporation will be appointed as accounting officer and not the individual partners or members).

Prospective accounting officers must, furthermore, note that the letter of consent to their appointment must be typewritten –

  • on a letterhead containing the personal particulars of the accounting officer, if the appointment is made in a personal capacity [section 60 (4) (a) (i)];
  • on the letterhead of the firm, if a firm is appointed [section 60 (4) (a) (ii) and (iii)]; or
  • on the official letterhead of the close corporation, if a close corporation is appointed [section 60 (4) (a) (iv)]; and that it must be dated not earlier than three months prior to the date of lodgment.

 

Recognised Professions for Accounting Officers

The Companies and Intellectual Property Commission (CIPC) is recognising the following accounting professions for purposes of appointment as accounting officers in terms of the Close Corporations Act, 1984:

  1. The South African Institute of Chartered Accountants (SAICA)
  2. Auditors registered in terms of the provisions of the Auditing Profession Act, 2005(CA)
  3. The Southern African Institute of Chartered Secretaries and Administrators (ICSA)
  4. The Chartered Institute of Management Accountants (CIMA)
  5. The South African Institute of Professional Accountants (SAIPA)
  6. THE IAC who have obtained the Diploma in Accountancy (IAC)
  7. The Association of Chartered Certified Accountants (ACCA)
  8. The Chartered Institute of Business Management (MCIBM)
  9. The South African Institute of Business Accountants (SAIBA)
  10. The South African Institute of Government Auditors (SAIGA)

Steps to appoint an Accounting Officer

To appoint or effect changes to the Accounting Officer, follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

 Step 2:  Deposit funds

  • Change in accounting officer is free of charge.

Step 3: Apply for change in accounting officer

 

To do the electronic part of the application, follow these steps:

  1. Click on "Login to E-Services".
  2. Login as Customer with your customer code and password.
  3. Select Close Corporations, Amend details of close corporation under the "Start Here" menu on the left.
  4. A message will be displayed, reminding the customer that certified copies of ID documents of active and resigning members must be attached, as well as the ID of the customer who lodges on behalf of the Close corporation.  Click on OK.
  5. Fill in the required fields, Enterprise name and Enterprise number (without any back or forward slashes) as well as the Security Code and click on New amendment.
  6. The information of the members (the CK2/CK2A) detail will appear on the screen.  Complete the fields and required changes in the fields displayed.
  7. Click on Accept changes and minimize.
  8. To add an accounting officer, click on the Accounting Officer button and complete the required fields.  Once all the required fields are completed, click on "Save" and "Submit Amendment".
  9. A tracking number will appear on the screen.  Write the tracking number down for future reference and enquiries.
  10. Click on "Open" in order to open and print the application, or Click on "Save" to save the application.  Print the application.
  11. The CK2A must be signed by all members of the close corporation in the event of changes in the appointment of the accounting officer, however, if the changes are on the details of the current accounting officer, then the accounting officer can sign.
  •  Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed, signed and certified documents together with supporting information to ck2@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • Certified identity copy of applicant
    • Certified ID copies of all members and resigning members
    • Change in accounting officer - attach a consent letter to the appointment reflecting the practice number of accounting officer
    • Certified copies of passports and in the case of refugees or asylum seekers – a certified copy of valid prescribed documentation.

The service delivery standard is 5 working days from the date of receipt. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Changes to address of close corporation

Steps to change the address of the close corporation

To change the address of the close corporation, follow these steps:

Step 1:  Register as a Customer

  • If you are already registered as a customer, and know your customer code and password, proceed to step 2.

 Step 2:  Deposit funds

  • Change in address of close corporation, is free of charge.

Step 3: Apply for address change

 

To do the electronic part of the application, follow these steps:

  1. Click on "Login to E-Services".
  2. Login as Customer with your customer code and password.
  3. Select Close Corporations, Amend details of close corporation under the "Start Here" menu on the left.
  4. A message will be displayed, reminding the customer that certified copies of ID documents of active and resigning members must be attached, as well as the ID of the customer who lodges on behalf of the Close corporation.  Click on OK.
  5. Fill in the required fields, Enterprise name and Enterprise number (without any back or forward slashes) as well as the Security Code and click on New amendment.
  6. The information of the members (the CK2/CK2A) detail will appear on the screen.  Complete the fields and required changes in the fields displayed.
  7. Click on Accept changes
  8. A tracking number will appear on the screen.  Write the tracking number down for future reference and enquiries.
  9. Click on "Open" in order to open and print the application, or Click on "Save" to save the application.  Print the application.
  10. The CK2A must be signed by all members of the close corporation or the accounting officer.
  •  Click here to upload  and submit the signed forms and supporting documents to CIPC OR Scan and e-mail the completed, signed and certified documents together with supporting information to ck2@cipc.co.za
  • The following supporting documents must be included in your e-mail:
    • Certified identity copy of applicant
    • Certified ID copies of all members and resigning members
    • Certified copies of passports and in the case of refugees or asylum seekers – a certified copy of valid prescribed documentation.

The service delivery standard is 5 working daysfrom the date of receipt and tracking respectively. If you do not receive your certificate of amendment within the service delivery standard, please send a query to us by going to “Enquiries” and select the correct option.

You can track the progress of your document by checking on our website. Go to “Additional Services”, select “Customers” and then select “Document Status”. To check the tracking number, go to “Customer Transactions” under “Customers”.

Financial Statements

Close corporations that are required to be audited by the Companies Act, 2008 or regulation 28, must file a copy of the latest approved Audited  Financial Statements on the date that they file their annual return with the CIPC.

Close corporations that are not required to have their financial statements audited, may elect to voluntarily file their audited or reviewed statements with their annual returns.  If such close corporation choose not to file a full set of financial statements, they must file a financial accountability supplement with their annual return.

Steps to file your annual financial statements

  • For filing audited financial statements, please click here, complete the required fields and attach a pdf copy of your audited financial statements.
  • To file reviewed financial statements, please click here, complete the required fields and attach a pdf copy of your reviewed financial statements.
  • To file a financial accountability supplement, click here and complete the required fields.