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Must financial statements be filed with the annual returns?
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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.

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

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

How do I determine the entity’s turnover?

Annual Turnover is referred to in table CR 2B – Commission Fee Schedule of the Companies Regulation 2011 and Schedule 1: Fees of the Close Corporation Administrative Regulations.   Section 223 read with Regulation 164 of the Companies Act, clearly sets out what constitutes turnover and the method required to calculate turnover for the purpose of determining the correct annual return fee to be paid to the CIPC.

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

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