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 The legal effect of the deregistration process is that the juristic personality is withdrawn and the company or close corporation ceases to exist.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 The legal effect of the deregistration process is that the juristic personality is withdrawn and the company or close corporation ceases to exist.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