The CIPC AR is due annually within 30 business days after the anniversary date of the registration of the company. After this date, the AR can still be filed, there will however be a penalty for late submission.
- “To ensure compliance of the mandatory requirements of the Companies Act such as described in section 15, requiring every company to have a MOI.”
- “Serves as an educational tool for directors and company secretaries, in guiding them with regards to their responsibilities in terms of the Companies Act.”
- “CIPC will utilise the Checklist to monitor and regulate proper compliance with the Companies Act and if trends of non-compliance appear, to act accordingly.”
- Incorporated – Inc. (21);
- Proprietary Limited – (Pty) Ltd (07) (being audited or independently reviewed);
- Limited – Ltd (06);
- State owned company – SOC (30); and
- Non-Profit Company – NPC (08).
Each director of a company needs to take responsibility for the company they manage and represent. Annually the directors need to complete the compliance checklist. If any answer is not yes, support should be provided as to the reason for this.
The important thing to remember is that the compliance checklist relates to the last calendar year whereas the AR relates to the last financial year.
There are 24 questions to answer yes, no or not applicable too. These questions are based on the following sections, regulations and sections in the Companies Act 71 of 2008:
- Section 4: Solvency and Liquidity Test (Solvency relates to the assets of the Company, fairly valued, being equal to or exceeding the liabilities of the Company. Liquidity relates to the Company being able to pay its debt as they become due in the ordinary course of business for a period of 12 months).
- Section 15: Alterable and unalterable provisions as set out in the Memorandum of Incorporation (MOI) of the Company.
- Section 26: Access to the Company Records and the Company Register has been made available to Qualifying Stakeholders.
- Section 27: Changes made to the financial year end.
- Section 28: The Company is keeping accurate and complete accounting records in one of the official languages of the Republic of South Africa as necessary to enable the Company to satisfy its obligations.
- Section 29: The Company’s Financial Statements satisfy the financial reporting standards, present the state of affairs and business of the Company and explain the transactions and financial position of the business of the Company as of the financial year end.
- Section 30: The Company has prepared Annual Financial Statements within six months after the end of its financial year.
- Section 32: The Company has its name and registration number mentioned in legible characters in all notices and other official publications of the Company including such notices and publications in electronic format and on all invoices, receipts and delivery notes.
- Section 33: The Company has filed an Annual Return with the Commission under cover of Form CoR 30.1 together with the prescribed fee within 30 (thirty) business days after the anniversary of the Company’s date of incorporation.
- Section 44: Financial assistance for the subscription of Securities.
- Section 45: Financial assistance to any director of the company.
- Section 50: Maintain a securities register.
- Section 61: Holding of shareholders meetings.
- Section 66: The business and affairs of the Company managed by and under direction of the Board of Directors.
- Section 69: Directors are not ineligible or disqualified.
- Section 70: Vacancies on the Board of Directors.
- Section 71: Directors removed from the Board.
- Section 86: Appointment of a Company Secretary.
- Section 90: Appointment of a registered Auditor.
- Section 92: Rotation of Auditors.
- Section 94: Appointment of an Audit Committee.
- Regulation 21: Changes to the address, where the Company’s records are kept.
- Regulation 43: Appointment of a Social and Ethics Committee.
- Schedule 1: Non-profit Companies.
Annually, waucomply will prepare a resolution for the board of directors. On this resolution, the board of directors appoints one director to complete the checklist. This resolution will be sent out for signature through DocuSign.
A user-friendly checklist was created by waucomply and is available at the following link:
This completed checklist is then used by waucomply to submit the CIPC compliance checklist on the CIPC’s website. The AR will also be filed at the same time.
The CIPC gave the following reason for the submission of the AR:
“Annual returns are used to determine whether the business is still doing business or will be doing business in the future. If annual returns are not filed, CIPC assumes that the business is dormant and starts the process to remove the business from the register of active businesses. Also, annual returns may be used to gauge the level of compliance with the Companies Act, especially financial reporting.”
The turnover for the latest financial year end is used and declared to the CIPC. Turnover includes sales and any other income, equalling total income for the company.
The amount declared should be accurate as the CIPC and SARS has access to each-others records. The CIPC recently began to name and shame companies publicly for under declaring their turnover.
The fee payable to the CIPC is calculated using a scale and different fees are due for a company and a closed corporation.
Companies Act, 2008 fee table: