CIPC FAQ: Annual Returns

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 The legal effect of the deregistration process is that the juristic personality is withdrawn and the company or close corporation ceases to exist.

Will my personal detail as a director or member be disclosed on the annual return?

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 identity 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.
How do I file annual returns?

Annual returns can only be filed electronically via the provided application on the CIPC website.

What will happen if the company or close corporation does not comply with annual returns?

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 The legal effect of the deregistration process is that the juristic personality is withdrawn and the company or close corporation ceases to exist.

Who may file an annual return on behalf of a company or close corporation?

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.

When must a company or close corporation file its annual returns?

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.

Can annual returns be filed manually?

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 smart phone or tablet.

If a company or close corporation has filed its tax returns with SARS, is it still required to file annual returns with CIPC?

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.

Should all annual returns be up to date before a close corporation converts to a company?

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.

Should all annual returns be up to date if the company converts from one category of company to the other?

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

What sections of the legislation governs annual returns?

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

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CIPC Annual Returns

All companies (including external companies) and close corporations are required by law to lodge their annual returns with CIPC within a certain period of time every year.

An annual return is a statutory return in terms of the Companies and Close Corporations Acts and therefore MUST be complied with.  Failure to do so will result in the Commission assuming that the company and/or close corporation is not doing business or is not intending on doing business in the near future. Non-compliance with annual returns may lead to deregistration, which has the effect that the juristic personality is withdrawn and the company or close corporation ceases to exist.

You are therefore required to submit your annual return to CIPC on the anniversary date of when you first registered your business.

  • Companies have 30 business days from the date that the entity become due to file annual returns before it is in non-compliance with the Companies Act.
  • Close Corporations have from the first day of its anniversary month up until the thereafter to file Annual returns before it is non-compliance with the Close Corporations Act
  • Annual returns can only be filed electronically.

There is no service delivery turnaround time for submitting annual returns since the lodgement is instantaneous once “File Annual Returns” is clicked.  If the entity is in “Annual Return deregistration” process, the status will automatically be updated to “In Business” if all outstanding annual returns are payed and lodged.


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