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 The legal effect of the deregistration process is that the juristic personality is withdrawn and the company or close corporation ceases to exist.  

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 identification number will be displayed; and
• The annual return filing certificate will not display the identity number, personal address, or contact details of a director or member.

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 smartphone or tablet.

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”.

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 The legal effect of the deregistration process is that the juristic personality is withdrawn and the company or close corporation ceases to exist.   

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.

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.  

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.

Practice note 1 of 2014

The Companies Act, 2008 provided that a company can be registered with the company number as its name. This is the quickest way to secure a company registration in order to start doing business.  

The process of doing the consequent name change was found by the public to be cumbersome and requires additional costs, and the CIPC strive to assist in always streamlining processes.

Therefore, the CIPC has approved a separate name change process to be followed in instances where the company registration was done without a name reservation and was awarded a registration number as the name of the company. In such instances, the company in question still need to apply for a relevant name reservation and lodge the necessary name change application documentation with the CIPC, but the name change process will be free of charge.

The requirements for the waived fee to be applicable are as follows:

• Company must have been incorporated with its registration number as its name;
• Only companies amending its name for the first time after being incorporated with its registration number as a name;
• Applicable from 3 March 2014

Companies meeting the above criteria will be allowed the waiver of the R250 amendment fee and must ensure that the correct documents are lodged via the dedicated e-mail address for this purpose, namely namechange@cipc.co.za.

Important to note is that only the amendment fee is waived, and it is still the responsibility of the relevant company to see to the name reservation following the normal process protocols, prior to lodgment of the name change application.

Required documentation:

• COR15.2 (completed and signed by active director/company secretary)
• Copy of the resolution confirming the approval of the name change
• Copy of the approved name reservation – COR9.4
• Copy of the certified ID of the COR form signatory
• Approved names which include the word “sure” (e.g telesure, insurance, etc) must lodge an approval by the Financial Services Board (FSB) to use the name
• Ensure the customer code is clearly visible on the COR form for tracking purposes

Follow these steps to view your account statement online:

• Visit the CIPC website – www.cipc.co.za
• Log in using your customer code and password
• Click on “Additional services”
• Click on the second link on the left menu, i.e. “Customers Transactions”
• Select the relevant icon to download your statement

CIPC is committed to customer service, and to communicate important information and developments to our customers.

1. Updating customer contact details

To enable CIPC to reach customers, all customers are requested to update their customer profile (customer code details) with CIPC.  Updated e-mail address and cell phone numbers are of special importance for communication purposes.

Steps to view and edit your customer profile:

• Log in as CIPC customer on the Home page by clicking on Customer login. 
• In the top left corner of the screen, click on your customer name displayed.  This will display the customer profile information.
• Review all information and update.

2. Updating company details

Updating of company contact details is very important from a compliance perspective.  Enterprises should ensure that CIPC are always kept up to date with the latest company information.  To view information on how to update private company details, click here.

Customers are able to confirm the status of applications and reprint confirmation letters and certificates for processed companies and close corporation application from the CIPC website.  These functions are accessible on the CIPC website as follows:

 Visit the CIPC website www.cipc.co.za

• Sign in with your customer code and password
• Click on “On-line transacting”
• Click on “Additional services”
• On the left menu, click on “Customers”, and then on “Customer Confirmation Letter”

Note 1:  You will only be able to use this function if the application was submitted under your customer code.

Note 2:  If the confirmation letter did not go through Dispatch, it will not reflect on the confirmation letter function.

To obtain a copy of documents or certified copies, click here to request it.

Duties of accounting officers

62.(1) The accounting officer of a corporation shall, not later than three months after completion of the annual financial statements-

(a) subject to the provisions of section 58 (2) (d), determine whether the annual financial statements are in agreement with the accounting records of the corporation;

[Para. (a) substituted by s. 13 (1) (a) of Act 38 of 1986.]30

(b) revi ew the appropriateness of the accounting policies represented to the accounting officer as having been applied in the preparation of the annual financial statements; and

[Para. (b) substituted by s. 13 (1) (a) of Act 38 of 1986 and by s. 4 (a) of Act 17 of

1990.]

(c) report in respect of paragraphs (a) and (b) to the corporation.

(2) (a) If during the performance of his duties an accounting officer becomes aware of any contravention of a provision of this Act, he shall describe the nature of such contravention in his report.

(b) Where an accounting officer is a member or employee of a corporation, or is a firm of which a partner or employee is a member or employee of the corporation, his report shall state that fact.

(3) If an accounting officer of a corporation-

(a)   at any time knows, or has reason to believe, that the corporation is not carrying on business or is not in operation and has no intention of resuming operations in the foreseeable future; or

(b) during the performance of his duties finds-

(i) that any change, during a relevant financial year, in respect of any particulars mentioned in the relevant founding statement has not been registered;

(ii) that the annual financial statements indicate that as at the end of the financial year concerned the corporation’s liabilities exceed its assets; or

(iii) that the annual financial statements incorrectly indicate that as at the end of the financial year concerned the assets of the corporation exceed its liabilities, or has reason to believe that such an incorrect indication is given,

[Sub-para. (iii) added by s. 13 (1) (d) of Act 38 of 1986.]

he shall forthwith by registered post report accordingly to the Registrar.

[Sub-s. (3) amended by s. 14 of Act 22 of 2001.]

(4) If an accounting officer of a corporation has in accordance with subparagraph (ii) or (iii) of paragraph (b) of subsection (3) reported to the Registrar that the annual financial statements of the corporation concerned indicate that as at the end of the financial year concerned the corporation’s liabilities exceed its assets or that the annual financial statements incorrectly indicate that as at the end of the financial year concerned the assets of the corporation exceed its liabilities, or that he has reason to believe that such an incorrect indication is given, and he finds that any subsequent financial statements of the corporation concerned indicate that the situation has changed or has been rectified and that the assets concerned then exceed the liabilities or that they no longer incorrectly indicate that the assets exceed the liabilities or that he no longer has reason to believe that such an incorrect indication is given, as the case may be, he may report to the Registrar accordingly.

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

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

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

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.

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.

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. 

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”. 

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.

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

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

• As part of CIPC’s continues improvement strategy, further enhancements have been made on name reservation service. Some of the enhancements include: –

• Automated name reservation approval for names consisting of only commonly used words and limited characters.
• Card payment facility.
• Better search results and improved service delivery.

• CIPC website www.cipc.co.za   Click on the Online transaction New E-Services. Electronic proposed name filing non-refundable fee is R50.
• Separate registration as a customer (from e-Services) is required to access this platform.

• Recommended browsers are Internet Explorer or Chrome.

(FireFox is not advised)

•  Non-refundable name reservation filing fee – R50.
• Name reservation transactions MUST be paid for by midnight of the day the application was submitted, otherwise, it will be deleted and the application will have to be restarted.

NB: Kindly note that in order to be able to transact on this platform you should first registered as a customer on the New E-services and verify your details.
1. Visit the CIPC website www.cipc.co.za and click on On-line transacting/New e-Services.
2. Complete your Username (e-mail address and Password). Click on Login.

3. Click on Name Reservation, and then on Start a New Name Reservation.

4. Type your proposed name in the required field and click on Check Proposed Name Availability.

IMPORTANT NOTE: it is advisable to conduct a Trade Mark Search (https://iponline.cipc.co.za) and a general web search using a search engine like Google, Yahoo etc. before submitting your name reservation application.

5. IMPORTANT NOTE: Names may only contain Alphabetical and numeric characters and the following special characters: () . –

If the proposed name is NOT AVAILABLE, the message below will display, with the reason why the name is not available.
Note: The proposed name is not available.
• The proposed name contains forbidden word/s and cannot be submitted for review.
• The proposed name contains prohibited word/s and cannot be submitted for review.
• The proposed name has already been registered with an enterprise.
Click on “Clear Proposed Name” to enable you to continue.

6. If the name is available, a green flag will display with the words: Note: The Proposed Name is Available and can be added to the list of names being submitted for Name Reservation Approval. Click on “Add Proposed Name”

7. Follow the same process to add more unique names (Up to four proposed names can be added in order of priority or preference).
8. Once all names have been added, you can “Add to Cart” if you want to add more transactions. You can finalise all transactions and pay only once. Click on “Submit & Pay” if it is the only transaction that you would like to process.

9. Take note of the disclaimer: This is only a preliminary search and does not guarantee that one of the proposed names will be reserved. You will be notified via email of the final results. Click on OK to submit the name reservation request.

10. You will receive a name reservation reference number. Click on OK.

11. When clicking on “Shopping Cart”, all unpaid cart items will be listed. Select the transactions that you would like to pay, and click on “Add Item”. The relevant items will move to the bottom of the screen under “Selected Items to pay”.

Complete required payment information and click on Pay.

12. The total amount will be reflected. Click on Proceed to Payment. 

Authenticate the transaction and click on Continue.
Examples FNB and Capitec

13. A message will display, confirming that the cardholder has been authenticated. Click on OK.

14. A payment confirmation message will display. Click on OK.

15. To continue, click on the relevant menu button to proceed to the following transaction.

Please find a step by step guide here

End

• No, you can only start to use your name once it is confirmed (CoR 9.4) and registered by CIPC.

• No, names approved via New E-services platform cannot be used on any other platform e.g Mobile App, BizPortal or e-Services at the moment.

• Yes, you can download the name reservation confirmation. The confirmation is free of charge for the first 30 calendar days for the customer who reserved the name reservation, whereafter it carries a R30.00 fee as per Item 9 (Issuing of electronic certificate) of Table CR2B of the Companies Regulations, 2011 (as amended).

• Defensive name registration will be released at a later communicated date on New E-Services.Defensive name registration requires proof of material interest in such a name and still must be filed manually to e-mail (namereservationsandregistrations@cipc.co.za).

• Such will be released at a later communicated date on New E-Services.
• Application for a name with associations and or part of your already registered must still be filed via e-mail (namereservationsandregistrations@cipc.co.za) together with proof of association as well as certified ID copy of directors or members of the said associated entity.

• Any review relating to a name reservation should be directed to the Companies Tribunal. For contact information refer to www.companiestribunal.org.za

• Card payments can be used at this stage. More electronic payment methods will be implemented at a later stage e.g. EFT.

• Name reservations MUST be paid for by midnight of the day the application is submitted, failure of which the transaction will be deleted.

• A ticket must be logged via the CIPC online enquiry system www.cipc.co.za/enquiries. Select the correct Department.
• Alternatively, contact the CIPC call centre, 086 100 2472.

• Is Workflow Business Process Automation tool

  • Enable Customer to register a Company without submission of documents (fully automated) only if appointed directors are South African.
  • Pay Company Registration fee using card payment
  • Improve Turnaround time(same time registration)

• Customer Registration Entrance Page

  • Access web address to be updated closer to the time.

  Customer Portal

  • Access web address to be updated closer to the time.

• Customer login
•  Creates a company application
• The system approves immediately ( only if directors are South African) or sends the application to back-office for approval ( only if passport attached for foreign nationals directors)
•  Finalise payment
•  Registration certificate email
•  The transaction can be queried by CIPC users.

• • Customer login
  • Capture Customer information
  • Capture company Type
  • Click Company Registration Tab (Select name reservation number / apply for a name/ continue without a name) (NB. If customer started name reservation on e-services, they will have to use the e-services new company registration function to complete the registration. If used new e-services for name reservation then they must use new e-services platform to register a new company).
  •  Capture Financial Year End
  • Capture Enterprise and Customer email address
  • Capture Business and Postal address
  • Capture director’s details (ID, Name, surname, cell phone, residential and postal address (NB. The company e-mail address and director’s cell phone numbers will be required to be validated via return e-mail or cell phone confirmation).
  •  Capture auditors details ( Name and Practice Number)
  • Capture payments information ( card number and payment amount)
  • Finalise payment
  • Submit transaction
  Please find a step by step guide here

   End

• No, it is a fully automated system.

• Company documents are ONLY submitted when there is a foreign director appointed and a passport is attached for back-office processing.

• Yes, CIPC does not accept passports or driver’s licenses for South African citizens as proof of identity. Passports are only accepted for foreign nationals.

• CIPC needs to confirm the identity of the directors/members who are applying using New e-Services Company Registration and confirming such information in real-time with the Department of Home Affairs.

• The New e-Services company registration to go live is short standard private company only. 
• CoR15.1C to go live at a later date.

• Card payments can be used at this stage, more electronic payment methods will be implemented at a later stage e.g. electronic EFT.

• The registration will only be finalised and the necessary registration information issued, if the payment was successful. 
• You have 5 calendar days to make a payment, failure of which the transaction will be deleted and you will have to restart the process.

• Yes, you can download the new company registration information. The registration information is available free of charge for the first 30 calendar days for the customer who submitted the new company registration documents and the appointed directors, whereafter it carries an R30.00 fee as per Item 9 (Issuing of electronic certificate) of Table CR2B of the Companies Regulations, 2011 (as amended).
• Any other person who wants to download the new company registration information can also download the new company registration information at a cost of R30.00.

• Yes. Can register as a customer through any of the CIPC channels:

  • SST (Self Service Terminal);
  • Banks
  • Bizportal

• A ticket must be logged via the CIPC online enquiry system www.cipc.co. za/enquiries. Select the Department as Companies and Close Corporations /Company Registrations.
• Alternatively, contact the CIPC call centre, 086 100 2472.

In respect of a company, means an individual (warm body) who, directly or indirectly, ultimately owns that company or exercises effective control of that company.

An individual/ natural person who, directly or indirectly, ultimately owns 5% and more of a company or exercises effective control of a company.

No, only a natural person can be considered a beneficial owner

Any person designated/mandated in writing by a company to file BO information on its behalf.

Yes, without a valid mandate a filer is not permitted to transact on the BO Register. Filers are required to have a valid CIPC customer code in order to login to the CIPC e-services platform and file BO-information.

No, there is no limit, as there could be more than one person considered a BO in a company

5% (five percent) – shareholding, beneficial interest, voting rights, etc.

Yes, whenever there are changes on the BO, a company has 10 (ten) days to update its BO/securities register – Regulation 32(3A) (non-affected companies) AND Regulation 32A (affected companies).

It is a regulated company as set out in section 117(1)(i) and a private company that is controlled by or a subsidiary of a
regulated company as a result of any circumstances contemplated in section 2(2)(a) or 3(1)(a).
• An affected company includes-
• A public company;
• A state-owned company;
• A private company – in terms of the transfer of securities when exceeding the percentage prescribed by Minister (10%)
within a 24-month period;
• A private company that is controlled by an affected company (regulated company) or is a subsidiary of an affected
company.

A listed company is considered an “affected company”, however, an affected company must file its beneficial interest register and/or securities register as prescribed in the regulations.

A subsidiary of a listed company is also considered an “affected company”, it has to file its securities register as prescribed in the regulations.

A listed company is considered an “affected company”, required to file its beneficial interest register as prescribed in the Regulations.

The Minister in the event of 100% shareholding. However, in circumstances where an SOC has other shareholders and possible beneficial owners, the information must be declared.

No, CoR39 deals with directors, tasked with the day to day business and affairs of the company, whilst BO deals with unknown owners who ultimately owns a legal entity or exercises effective control of an entity.

10 business days.

Entities incorporated before 24 May 2023, must file the required information within 30 days from its anniversary date (FYE). Entities incorporated after 24 May 2023, must file their BO-information within 10 (ten) days of incorporation, as applicable.

Mandate of the filer; Securities Register; Beneficial Interest Register (as applicable); Certified ID Copies of the BO’s and filer; Certified Passport Copies of the BO’s (as applicable); any other supporting document the Commission may demand.

Yes, the filing is complete and the entity is considered BO-compliant, however, the Commission reserves the right to make further enquiries, validate and verify information submitted and request further documentation.

Yes, every company prescribed to file, must ensure the register is up to date, including making annual filings confirming validity of the filed information.

Yes, there is a reference number/ tracking number for every filing.

The filing is confirmed immediately, provided identity can be verified.

No, this is a web based form with an embedded upload capability.

No, unless the country comes to a different policy position, the public will not have access to Beneficial Ownership information.

Law enforcement agencies and vetted competent authorities.

This is a requirement by the Financial Action Task Force, a requirement imposed by the General Laws (Anti- Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022.

No, the filing process is fully online, supporting information is also filed online.

How long before Back Office pronounces on the completeness of a process?

PDF Format is an acceptable format.

A non-profit company does not have shareholders but has members. Therefore, NPC’s with members must file its member’s register. Non-profit companies with no members, must still declare beneficial owners, i.e. effective
control, etc.

No, not yet, the current amendments brought about through the General Laws Amendment Act do not cover Co-Operatives.

Legal ownership is that which is known, shareholders in a company, members of a CC, etc. Beneficial owners refers to the natural person that is possibly not reflected as a shareholder (for example) but ultimately benefits
from the company (receives dividends, control in terms of decision making etc.)

Close Corporations have been found by the FATF to be one of the corporate vehicles most used for moneylaundering activities, etc. and beneficial ownership declaration of CC’s is required. The GLAA also amended to the Trust Property Control Act, 1988 which requires trustees of ALL trusts to keep and report information on beneficial ownership of trusts to the Master of the High Court. In the event of CC’s having a trust as a member, beneficial ownership declaration requirements apply. Information received on BO will be consolidated between different Regulators and authorized institutions for verification and validation purposes.

However, any change of accounting officers and addresses must be made on forms CK2A. An original letter of consent must accompany such forms from the accounting officer. No fees are applicable to a CK2A form. All members of the close corporation must sign the documents requesting amendments to the founding statement. For appointment of a new accounting officer, the certified ID copies of all the members must be attached and for the changes in addresses the person who signed the document must attached his/her certified copy of ID (accounting officer/member).

• Date of birth, (also to be filled in on the form in place of the identity number)
• Reason why no identity documents can be supplied/which nationality they belong to.
• Expired passports are not accepted.

Yes, but please bear in mind that such documents can only be kept at the counters for a period of two months after which they will automatically be sent to the address on the forms, or pay R30 for a re-print.

Please apply for a copy for your records from our Disclosure Department. To view their contact details, click here. Otherwise all the banks are expected to have access to our website as bank customers.

• The South African Institute of Chartered Accountants (SAICA)
• Auditors registered in terms of the provisions of the Auditing Profession Act, 2005(CA)
• The Southern African Institute of Chartered Secretaries and Administrators (ICSA)
• The Chartered Institute of Management Accountants (CIMA)
• The South African Institute of Professional Accountants (SAIPA)
• THE IAC who have obtained the Diploma in Accountancy (IAC)
• The Association of Chartered Certified Accountants (ACCA)
• The Chartered Institute of Business Management (MCIBM)
• The South African Institute of Business Accountants (SAIBA)
• The South African Institute of Government Auditors (SAIGA)

Upon receipt of an application for voluntary liquidation of a close corporation on prescribed form CoR 40.1 signatures of members, the name of that particular close corporation will be verified as well as its status. During liquidation by court, information on the court order is verified, district, case no, name of close corporation, status of order and the status of that close corporation until registration.

Member’s liquidation application can only be considered upon receipt of a certificate from the Master of the High Court in terms of section 80 of the Companies Act, Act 71 of 2008, whilst in the case of creditor’s liquidation application, a correctly completed CoR 40.1form can warrant registration.

Click here to view the Annual Return FAQs.

The change in Act has resulted in the:

• Fee for registration of a co-operative which also include a name reservation being reduced from R215 to R175.
• The minimum number of members required to register:
  • A PRIMARY co-operative is 5 natural persons, or 2 juristic persons or a combination of any 5 persons.
  • A  SECONDARY co-operative 2 operational PRIMARY co-operatives.
  • TERTIARY co-operative 2 operational  SECONDARY co-operatives.
  • The NATIONAL APEX Co-operative: 3 operational sectoral tertiary co-operatives operating on a national level and 5 operational multi-sectoral tertiary co-operatives operating on a provincial, district or local level. Secondary co-operatives may join where there are no tertiary co-operatives.  “Operational” means a co-operative that has held its annual general meeting and has submitted its annual report, audited report, or independently reviewed report as applicable, to the registrar in its last financial year.

For example the co-operative could buy in bulk the inputs the members need to produce a certain product (e.g. flour to bake bread and cakes).  The members then produce the product and the co-operative market and sell it on their behalf (e.g. the bread and cakes are sold to the public by the co-operative).

• To register a primary, secondary and tertiary co-operative online follow the steps in terms of the step by step guide. which is available on the CIPC website.Refers to notice 14 of 2021,

On the website (www.cipc.co.za), go to Enterprise Registration and select Register a co-operative.

Conversion of Co-operative must complete form CO-OP1 and relevant documents as per Act requirements and model constitution. Lodgement can be send at Conversions@cipc.co.za

NB: Conversions soon to be online (New eservices)

Remember to submit CO-OP1 and a single copy of constitution

Please note that constitutions will not be retyped and reprinted during the registration process.  Therefore it is very important that the parts that are completed by hand are written neatly and legible.  The constitution will be registered as submitted.

Yes, it is compulsory to Reserve a Name and obtain approval for the name before registering a co-operative. A fee of R50-00 is payable for this service.

To reserve a name click here

Things to know before submitting a Reservation of Name application

• The name must always indicate what the main business objective of the Co-operative is.  For example a co-operative that does Catering, the name must have a word like Catering as part of the name.
• If the co-operative does multiple objectives the main objective must still appear as part of the name but words like “Multi-Purpose” or “ Other Projects” could also form part of it.

The words “Co-operative Limited” must always appear at the end of the name

The registration fee is R125-00  and name reservation is R50.  The total cost is therefore R175-00 and its card payment method only for new e-services.

Turnaround time is 3 working days from when the signed documents are uploaded on new eservices portal.

Visit www.cipc.co.za

Click on Login/Register then select New eservices, login using your email address as a username and your password. Under SERVICES, start by reserving the name and then move to Co-operative registration.

NB: Names reserved on old eservices cannot be used in this portal.

Step by step guide 

https://cipcservices.cipc.co.za/Customers/Runtime/Form/CIPC.Customer.Form.CustomerRegistrationLandingPage

A minimum of two Operational primary co-operatives; Go to www.cipc.co.za. Click on login, then select New eservices, login using your email address as a username and your password. Under SERVICES, start by reserving the name and then move to Co-operative registration.

NB: Names reserved on old eservices cannot be use in this portal.

Step by step guide

A minimum of two operational secondary Co-operatives;

Go to www.cipc.co.za. Click on login, then select New eservices, login using your email address as a username and your password. Under SERVICES, start by reserving the name and then move to Co-operative registration.

NB: Names reserved on old eservices cannot be use in this portal.

Step by step guide

Consult SARS for tax number when you have lost your registration documents since it is the competence of SARS.

A fee of R 22.50 per co-operative plus R 1.50 per page photocopied

Complete form CO-OP 3 in full and email completed form to: Co-op3an4@cipc.co.za

No fee payable

The form is available on www.cipc.co.za under Resources

Complete form CO-OP4 in full and attach a signed consent letter with letterhead from auditor/independent reviewer.

Email completed form with consent letter to: Co-op3an4@cipc.co.za

No fee payable

 The form is available on www.cipc.co.za under Resources

Complete form CO-OP 2 in full and attach signed minutes of directors’ meeting showing resolutions, signed resignation letters, signed appointment letters of new directors, certified ID copies of all directors.

Compliance with Notice No. 61 0f 2019 and Notice 18 of 2022 in case of removal of directors. in case of removal of director(s)

Completed form and supporting documents must be emailed to: Co-op2@cipc.co.za

No fee is payable

The form is available on www.cipc.co.za under Resources.

Complete special resolution form CO-OP 6.1 only in full clearly indicating clause (s) to be amended and how the clause (s) should be amended.

Completed form and supporting documents must be emailed to: Co-op6@cipc.co.za

A fee of R 17.50 per section is payable with a maximum of R125.00

The form is available on www.cipc.co.za under Resources

Electronic name reservation application (Form CoR 9.1) must first done on e-Services for R 50.00

Complete special resolution form CO-OP 6.1 only in full clearly indicating two clauses to be amended.

Completed form CO-OP 6.1 and CoR 9.4 must be emailed to: Co-op6@cipc.co.za

A fee of R 35.00 is payable

The form is available on www.cipc.co.za under Resources

Complete special resolution form CO-OP 6.1 only in full clearly stating that the co-operative passed special resolution to replace constitution.

Completed form and signed model constitution must be emailed to: Co-op6@cipc.co.za

A fee of R 125.00 is payable

The form is available on www.cipc.co.za under Resources

Complete special resolution form CO-OP 10 in full accompanied by a declaration and signed minutes of meeting of members (75%)

Copy of notice convening the meeting and setting out the proposed resolution and the reasons thereof is attached

A statement of assets and liabilities of the co-operative and where these are more than R10 000 then we may have to follow liquidation process.

Completed form and supporting documents must be emailed to: cooperativesonline@cipc.co.za

The form is available on www.cipc.co.za under Resources

P O Box 427 Pretoria 0001 South Africa

370 Helen Joseph Street (formerly Church Street) Pretoria 0002

Tel. +27 12 399 7979   Fax +27 12 313 3758

E-mail:Rixongile.Baloyi@resbank.co.za www.resbank.co.za/prudentialauthority

Our Office keeps records of directors and founder members only. If a member joins the Co-operative after registration date, he/she is not a founder member.  Membership registers and records must be kept in the registered Office of the Co-operative in terms of section 21 of Co-operatives Act 2005, as amended.

There is no need to send CIPC lists of members.

If you are manufacturing goods or offering a service, it helps you to have a Trade Mark. When people see or hear about a Trade Mark, they remember the goods or services associated with it. Your Trade Mark distinguishes you from other people in the same line of work, and gives you an identity in the market place. Goods are things that can be manufactured, such as a radios, clothing, medicine, cosmetics, jewelry and cars, goods can also be perishables, such as plants, meat, milk, fruits, and vegetables. A service is work done by a person or a group of people for other people. Some examples are a restaurant, a construction company and a food delivery service.

Yes, there are ordinary, collective and certification Trade Mark. Also non-traditional Trade Mark such as sound marks.

A group of traders may Register a so-called collective Trade Mark for use by its members only. The purpose of such a Trade Mark is to show that a member of the association provides the goods or services associated with that specific association/organisation. The collective mark may often be used together with the individual company’s Trade Mark. When a collective Trade Mark has been registered, the owner may allow use of the mark by any person who complies with the regulations relating to its registration. Geographical names or other indications of geographical origin may be registered as collective Trade Mark e.g. Stellenbosch Farmers Winery.

A certification mark exists to indicate that a product is of a certain quality or has certain characteristics rather than to distinguish it from the products of other traders e.g. the cotton mark, the wool mark, the leather mark.

If you have become associated with a particular identity through trade, you have what is known as common law Trade Mark Rights. To protect this Trade Mark, you can sue the infringer for passing off. Passing off is when the infringer has led the public to believe that his goods/services are the same as or associated with the goods/services of the Trade Mark owner.

Any Trade Mark owner. You do not need to be a South African citizen to Register a Trade Mark, but you must be using or have the bona fide intention to use the Trade Mark in the Republic of South Africa. To Register the Trade Mark you must have a business address in South Africa. If you are represented by someone with an address in the Republic of South Africa, the representative must be a practising Attorney in South Africa. Trade Mark applicants MAY NOT be represented by Auditors, Accountants, etc.

Yes, you can, but you must make sure that your Trade Marks do not infringe somebody else’s rights in the country/ies you are exporting to. Remember that your registration is valid only in the territory of South Africa. You are strongly advised to use an attorney to conduct a Trade Mark search for you in the country you are exporting to, or depending on the circumstances, apply for a Trade Mark registration in that country.

It is not possible to use a well-known Trade Mark as your own, because the Trade Marks Act (Act 194 of 1993) protects the original proprietor.

A search has to be conducted to make sure there is no similar or identical Trade Mark on the register preventing the registration of your Trade Mark. Click here for more information on special searches.

If you require a special search to be conducted, the office will provide a report within 15 working days after receipt of the request for the special search.

Create a brand name, slogan or logo (device) for your goods or services. Try to create something distinctive that people will remember. Do not simply describe your goods or services, since this will not serve to distinguish your business from other businesses with the same goods and services.

No. The Act defines what can be Regarded as a Trade Mark and more specifically exactly what constitutes a Trade Mark. Click here for more information on what is a Trade Mark.

It does not. If you want to apply for overseas protection you must approach a Trade Mark attorney in the relevant country to Register the Trade Mark for you.

This is not necessary but you may find it useful to seek the assistance of a Trade Mark attorney if your Trade Mark is refused or if there are any objections. If you do not reside in South Africa you must however make use of a practising attorney in South Africa to lodge the application for you.

Click here for information on how to Register.

The best course of action is to obtain written consent from the registered owner by contacting him / her directly.

The application fee for a Trade Mark is R590.00 for each class in which you apply, and for each separate Trade Mark. This amount will not be refunded if the application is refused.

A Trade Mark should be renewed every 10 years.

It is always advisable that the Trade Mark be searched before the application is made. This can be done by requesting a special search on payment of a fee of R190.00. However, a special search report ONLY indicates if there are prior conflicting marks on the Register – it does not indicate whether a mark will be found to be registrable or not during the period of examination. This cannot be advised beforehand – only once the application is examined will an official action be sent to the applicant.

The CIPC is not responsible for policing and/or enforcing an individual’s Trade Mark Rights. You should approach your Trade Mark attorney for help.

Yes. You may allow others to use your Trade Mark on some of the goods or services for which it is registered on such terms and conditions as you deem appropriate. A fee is payable.

Yes, you can.

A Trade Mark is a property just as any other and can be sold or given away. The Registrar must be informed of the change of ownership and the conditions of the change of ownership. The new owner must be noted in the Register for which a fee is payable. Click here to view more information on assignments

A Trade Mark must be registered for goods or services falling in a particular class in accordance with the prescribed classification, e.g. class 25 for clothing, footwear and headgear, class 5 for pharmaceuticals and class 42 for the Internet services. The classification is an international one used in all countries and can be found on the CIPC website under “Trade Mark classification of goods and services”

A Trade Mark cannot be filed in all 45 classes just to keep out competitors. But if you intend to actively use the Trade Mark in all 45 classes, you can apply for registration in all the classes.

Yes, provided there is no similar or identical registered Trade Mark on the Register.

You will need to ask advice hereon from your lawyer as it will depend whether their right to use the company name is stronger than your right to use the Trade Mark. It is advisable to do the Trade Mark and company or close corporation searches simultaneously.

This office do not register domain names, they are registered at ZADNA

The best course of action is to approach the executor of the estate and discuss the matter with them.

A Trade Mark is property that can be sold by the liquidator.

Anybody who sees a Trade Mark advertised in the Patent Journal and believes that he/she may have objections may oppose its registration within three months of it being advertised, by making written representations to the Registrar. The same applies if you wish to object to the registration of someone else’s Trade Mark. If your Trade Mark is opposed it is advisable to seek professional assistance from a lawyer. Click here to view more information on oppositions.

Yes it can be used, but the owner cannot obtain sole rights to the common part of it , e.g. .co.za.

Click here to view more information on how to apply.

SEDA, a division of the DTIC may be able to assist you herewith. Their details can be obtained from DTIC website

Yes you can, provided it falls within the definition and requirements of a Trade Mark.

It is a physical address, where you would like to receive your correspondence in respect of the Trade Mark application. It must be an address in the Republic of South Africa.

Only new applications can currently be lodged via our e-filing application. Click here to go to IP e-Services.   In addition, all documents submitted to the office may be submitted via post (mail) or placed in the drop box at the CIPC office.

This office does not provide barcodes. Contact Barcode Systems at 011 444 3344. They will be able to assist you.

Please contact the Technology Promotions of the Department of Trade, Industry and Competition hereon.

Such emblems fall under the protection of the Merchandise Marks Act, Act 17 of 1941. The following are regarded as state emblems: the seal and coat of arms of the Republic, national monuments, the representations of the present and all former State Presidents of the Republic. Use can be made of these state emblems only with the permission of the Minister of Trade, Industry and Competition, together with the consent of the owner of the state emblem and that of the National Monuments Council. In as far as the use of national the flag is concerned, use may not be made of it in a Trade Mark. In addition, use can be made of the national flag only with the written permission of the Minister of Trade, Industry and Competition.

• Literary works
• Musical works
• Artistic works
• Cinematograph films
• Sound recordings
• Broadcasts
• Program-carrying signals
• Published editions
• Computer programs

Please note that the Registrar’s office does not handle copyright disputes but can advise you on what to do or refer you to the relevant institutions.

It is the responsibility of the author to proof ownership and also to sue in case of infringement. Author can also conclude license agreements with the users for his copyright works and enjoy royalties payment from the licensees.

• It gives you the right to stop others from manufacturing, using and/or selling your invention in South Africa without your permission.
• It lets you licence someone else to manufacture your invention on agreed terms or take legal action against people who are using your invention without your permission.
• It encourages South Africans to continue their research, to develop new and innovative products, exploit new technology and promotes the transfer of technology to South Africa.
• It gives our trading partners the incentive to provide similar rights and thereby protect our exports in markets overseas.
• If you want to protect the way your invention works then patenting may be the most appropriate option.
• If your invention is new, not publicly disclosed and has commercial potential, then you are ready to consider what type of patent will suit your needs.

A patent is only protected where it is filed, e.g. in the country in which it was registered. However, international agreements allow protection in more than one country, e.g. the European Convention.

If you wish to apply for a patent in a foreign country, the Paris convention, of which SA is a member, allows an applicant to claim priority on the ground of the first patent application for the same invention, if the subsequent application in the foreign country was filed within 12 months after the application date of the first one.

If you file abroad – the Patent attorney or an International Search Office should do a search.

If the application contains more than 30 sheets: R60.00 for each sheet in excess of 30 sheets

NB: Fees may change on a monthly basis by notification given in the PCT Newsletters – PCT Newsletters are available on the World Intellectual Property Organisation (WIPO)  website – www.wipo.in

In order for the CIPC to process the deregistration request, the following information is required on an original letter head of either the company, close corporation or any other third person applying for deregistration:-

• Statement confirming that

(i)    the company or close corporation is not carrying on business or is dormant and
(ii)   has no assets, or because of the inadequacy of its assets, that there is no reasonable probability of the company being liquidated (if third party, the statement must be supplemented with sufficient documentary proof confirming the statement);

• Tax clearance certificate or any other written confirmation from SARS that no tax liability is outstanding; (an affidavit if not registered for tax)

• If the company or close corporation submits the request, the letter must be signed by each active director, or otherwise by the person who is requesting the deregistration;
• Tax number (if available); and
• Certified ID copy of any of the persons signing the letter wherein deregistration is required.

• upon application by any party subject to the requirements for a request for deregistration,
• if annual returns are outstanding for more than 2 successive years,  or
• if the Commission believes that the company or close corporation has been inactive for 7 years.

If deregistration is due to annual return noncompliance, the de-registration process will be cancelled if all outstanding annual returns are filed while it is still in such status. If the cause for deregistration is any other reason, a written objection to the de-registration must be filed by posting or hand delivering the objection to CIPC.  This objection must be addressed to the Deregistration Unit of CIPC. (the cancellation letter  with the certified ID copy of applicant can be emailed to the unit as well)

Once a company or close corporation is “final deregistered” no annual return or objection can be processed.

It is advised that the objection be posted by registered mail to CIPC in order to act as proof that the objection was received by CIPC and should have been processed.

CIPC will only re-instate a company or close corporation if:

• The company or close corporation was in business at the time of deregistration (Sufficient documentary evidence in the form of bank statements for a period of six months before and six months after deregistration are required).
• Immovable property is registered in the name of the deregistered business; or
• The court issued an order re-instating the company or close corporation.

If none of the above can be proven by documentary evidence, the CIPC will not re-instate the company or close corporation and it is advised that a new company be registered at a cost of R125.00 without a name and R50 for each name reservation application (provided that the standard default option is selected).

The benefits of registering a new company is:

• Cost benefit, since re-instatement requires the payment for the filing of the re-instatement application (R200.00) and filing of all overdue annual returns (based on entity category and payment scale) while a new company registration requires only a payment of R175.00;

• After the filing of the overdue annual returns, the records of the entity must be updated by the filing of the required statutory amendment forms (e.g CoR39, CoR 21.1, CK2) and even possible amendments to a company’s MoI;

• Quicker since not necessary to obtain the necessary supporting documents to the re-instatement application, namely multiple deed search, and possibly letters from the Department of Public Works.

(1)  Certified ID copies of the applicant (directors / members):  to confirm who is the applicant and that such applicant has consented to the re-instatement,

(2)  Certified ID copy of the customer (owner of the customer code): to confirm that the owner of the customer code is submitting the application since there is a financial impact on the customer for submitting such application,

(3)  Multiple Deed search:  to confirm whether there are any immovable property in the name of the entity in order to determine whether consent for the re-instatement must be provided by the Department of Public Works,

(4)  Letter from the Department of Public Works:  the intention is to confirm that such national departments, who take custodianship of property not owned by any person or entity in terms of the common law doctrine of bona vacantia, do not have an objection to the re-instatement,

(5)  Mandate from the applicant on whose behalf the application is being submitted: the purpose is to confirm that the person submitting the application on behalf of the applicant has the necessary mandate to do so.

(6)  Documentary proof that the entity was in business at the time of deregistration:  the purpose is to ensure that proper grounds exist for the re-instatement since deregistration creates the assumption that the entity was inactive, and to ensure that only entities that were active at the time before or during deregistration are re-instated.

Therefore, upon the processing of the re-instatement application, the status is changed to “re-instatement process” and only after all annual returns have been filed, to “in business”.

A confirmation letter and web certificate will be e-mailed to the e-mail address on the customer code profile.
If such was not received, kindly log an enquiry via the CIPC online enquiry system www.enquiries.cipc.co.za.

WARNING: Just submitting a deposit to the CIPC account, does not constitute filing. The actual information must still be filed via annualreturns.cipc.co.za or SST.

The report must contain the following information:

• State all the information that may affect the value of the securities affected by the proposed conversion;
• Identify the class of holders of the company’s securities affected by the proposed conversion;
• Describe the material effects that the conversion will have on the rights of the holders of the securities; and
• Evaluate any material adverse effects of the proposed arrangement against the compensation that any of those persons will receive in terms of the arrangement.

See step by step guide on CIPC website https://www.cipc.co.za/?page_id=4447

• Conversion from par value to no par value,
• Increase of existing shares with no par value,
• Reclassification of existing shares with par value and with no par value shares,
• Decreasing of shares and
• Addition of new class of no par value shares

• The relevant special resolution passed by the shareholders/directors of the company and the board report in case of conversion of shares from par  value to no par value must be kept at the company and made available on request.

Log an enquiry on CIPC website www.eservices.cipc.co.za  for assistance for a team member to confirm what contact details CIPC do have on record for the particular director or company secretary.

You may log an enquiry on CIPC website www.eservices.cipc.co.za for assistance, attached the proof of the latest registered resolutions for investigation and possible correction by CIPC.

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.

• 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.

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.

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.

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:

Companies Act, 2008 fee table:

Close Corporations Act, 1984 fee table:

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.

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

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

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.

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

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: https://enquiries.cipc.co.za.

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

Companies are required to either file its audited financials, reviewed financials or financial supplement with its annual returns.

All 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 financialstatements@cipc.co.za.

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.

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 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 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 that is not required to have its AFS audited as indicated above, may file a copy of its audited or reviewed AFS with its annual return.

A company that is not required to file AFS with its annual return or that does not elect to file its audited or reviewed AFS as indicated above, must file a financial accountability supplement (CoR 30.2) with its annual return.  The current version of the annual return filing application does not make provision for the filing of a financial accountability supplement.  CIPC currently requires only the filing of audited financial statements by emailing the financial statements to financialstatements@cipc.co.za.  However,  Financial Accountability Supplements must be lodged at www.eservices.cipc.co.za / financial statement 

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.

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.

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

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.

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

In order to determine whether the form CoR25 complies with the above requirements, the day, month and year of the current financial year end, as well as the new financial year end, must be clearly specified on the form.

The fee for a change in financial year end is R100.00.