Whether you are a start-up or established business, it is essential to remain up to date with statutory filings, maintain accurate registers and adhere to governance formalities. These practices not only ensure compliance with the Companies Act 71 of 2008 but also support good corporate governance and reduce risk.
Annual Returns (“AR”) and Beneficial Ownership (“UBO”)
Did you know that companies must now disclose Beneficial Ownership details when submitting their Annual Returns?
This ensures transparency, aligning with global standards set by the Financial Action Task Force (FATF) to combat financial crimes.
If you’re a company director or business owner, this affects you.
- Annual Returns: must be filled with the CIPC within 30 business days after its incorporation anniversary. Failure to do so may lead to deregistration.
See below CIPC fee table:
| Annual Turnover | Filing within 30 business days after anniversary date | Filing within 30 business days after anniversary date |
| Less than R1 million | R100 | R150 |
| R1 million but less than R10 million | R450 | R600 |
| R10 million but less than R25 million | R2000 | R2500 |
| R25 million or more | R3000 | R4000 |
| Re-instatement Application (Form CoR40.5) | R200 |
- UBO Disclosures: must be submitted together with the Annual Return, which records the natural persons who ultimately own or control the company. Non-compliance may result in administrative penalties.
Staying up to date with AR and UBO submissions not only supports good governance but also protects your company from penalties.
Understanding MOI Conversion and Company Secretarial Compliance
With the introduction of the Companies Act, 71 of 2008 (“the Act”), a major change was the replacement of the Memorandum and Articles of Association (used under the 1973 Act) with the Memorandum of Incorporation (MOI).
The Memorandum of Incorporation (MOI) replaced the Memorandum and Articles of Association (used under the 1973 Act) when the Companies Act, 71 or 2008 (“the Act”) was introduced.
The newly introduced MOI defines the rights, duties and responsibilities of shareholders, directors and the company, protects the interest of shareholders and provides a set of rules that companies may adopt, amend, or supplement to suit the particular needs (provided that they remain consistent with the Act. .
Failing to update or adopt an MOI places the company at the risk of operating with outdated governance frameworks, legal uncertainty or challenges in enforcing company rules. It is important to note that any transactions, agreements, shareholder agreements or resolutions which are in operation, but conflict with the Act (even though they comply with the company’s MOI) become null and void.
The responsibility lies with the company, its directors, shareholders and other parties to review their MOIs, binding provisions, standing agreements including shareholders agreements and resolutions to ensure that its provisions and contents do not conflict with the Act. Any conflicts must be amended to bring them in line with the Act and to avoid the negative consequences of non-compliance.
Our team at waucomply are always happy to assist you remain compliant and up to date with upcoming changes or deadlines.
We aim to simplify the MOI conversion process, draft, review, and file your MOI with CIPC, thereby keeping your company fully compliant with statutory requirements.
Protect your business and strengthen governance by contacting us today!
If this article was of interest and you would like to discuss further, please connect with me: Rina Visser at rvisser@wauko.com.
