Annual returns – this may sound more like a tax requirement but is in fact a Companies Act 2008 requirement that every company must adhere to.
The annual return is the submission of the amount of a company’s turnover for the previous year. Each year, companies are required to file this information with the Companies and Intellectual Property Commission (CIPC) within 30 business days after the anniversary of the company’s incorporation date. This applies to all companies in South Africa, including external companies and non-profit companies.
A filing fee must be paid to CIPC which is calculated on a sliding scale in accordance with the company’s turnover (up to a maximum fee of R3 000). A late-filing fee is payable if there is a late filing (up to a maximum of R1 000).
If a company is required to have its annual financial statements audited, it must also file a copy of those statements along with the annual return.
An annual return is effectively CIPC’s way of determining whether a company is still trading. If an annual return is not filed for two consecutive years, then CIPC will place the company in provisional deregistration.
- CIPC has the power to finally deregister a company if the returns are not filed, although there is no set period within which this happens.
- If the deregistration process has commenced but has not been finalised, a company may seek to stop the deregistration by filing all outstanding annual returns and paying any applicable late filing fees.
Deregistration means that the company will no longer be considered a legal person and its assets will automatically pass to the State. A company can apply for reinstatement but there are a number of administrative steps to be undertaken.
Companies must be aware of the requirement to file an annual return each year and ensure that they keep up to date with this to avoid late-filing fees and deregistration.