More on Annual Returns

When must a Company or Close Corporation (CC) file its Annual Returns?

Companies and Close Corporations are required by law to file their annual returns once a year within a given time period.

Companies must file each year within 30 business days after the anniversary date of its incorporation (the date that your Company was registered). (For example only: if your Company was registered on the 10th of March, you must file your annual returns within 30 days from the 11th of March each year. Please check your Company Registration certificate to see your Company’s date of registration.)

Close corporations must file each year within the anniversary month of its incorporation up until the month thereafter. (For example only: If your CC was registered in March, you must submit your annual returns once a year, in March or April. Please check your CC Registration certificate to see your CC’s date of registration.)

If you have any outstanding annual returns, please complete our annual return form below immediately.

I have filed my Annual Returns with CIPC through you now. Do I still need to file my Tax Return(s) with SARS?

Yes, please note that these are completely separate requirements and processes, managed by different Government Departments. It is always compulsory to file your annual return each year, as well as your SARS tax return each year.

I am not sure which of my Annual Returns are outstanding?

Please complete our easy online form, and we will send you a quotation detailing all outstanding annual returns for your Company or CC.

My Company or CC was inactive / dormant for an Annual Return period. Do I still need to file an Annual Return and pay the prescribed fee?

Yes, the law requires all Companies and CCs to file annual returns, regardless if they are active or inactive.

What happens if I do not file my Annual Returns?

If annual returns are not filed within the prescribed time period, CIPC will assume that your Company or Close Corporation (CC) is inactive, and will start the deregistration process to remove your Company or Close Corporation from its active records. The legal effect of the deregistration process is that the juristic personality is withdrawn and your Company or Close Corporation ceases to exist.

It is therefore important to start the process as soon as possible if you have any outstanding annual returns – just complete our easy online form below.

I have filed my tax return with SARS. Do I still need to file my Annual Return with CIPC?

Yes, please note that these are completely separate requirements and processes, managed by different Government Departments. It is always compulsory to file your annual return.

Will my Company / CC details automatically be amended on CIPC if I file updated / different details with my Annual Return (for example new contact details / new addresses)?

No. Please note that your annual return is a completely separate CIPC process to only confirm that your Company or CC is still active. The annual return is not an amendment form or amendment process.

Submit your Annual Return

Regulation 28

Please let us know if your Company / CC is required by LAW to prepare audited financial statements as described in Companies Regulation 28 (read with Companies Regulation 26). To view the Company Regulations and read regulation 28 (with 26) please visit https://www.saica.co.za/Portals/0/Technical/LegalAndGovernance/Companies_Regulations.pdf Please note that for MOST Private Companies and CCs in South Africa this will NOT be the case, and no further action is required.

Hereby a summary of regulation 28:

Public and State Owned companies (SOC) must have audited annual financial statements while a Private, Personal liability and Non-Profit company is not required to have its annual financial statements 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.