Annual returns of companies

Highlights
All companies and close corporations, including those that are dormant, have to submit
annual returns.

Who must submit an Annual Return?

• Initially only external companies and active public companies needed to submit returns. Public companies are most easily identifiable by their names, which end in ‘Limited’ as opposed to ‘(Proprietary) Limited’. Also, their registration numbers end in ‘06’.
• With effect from 1 May 2005 all registered private companies must submit an Annual Return.
• With effect form 1 September 2008 all Close Corporations must submit an Annual Return.
• Section 21 companies will be required to lodge returns from a date to be announced.

When must an Annual Return be submitted?

• The Annual Return must be submitted in the month following the anniversary month of Incorporation of the company. For example, a company incorporated in August of any year must submit its return by the end of September each year.
• The date of incorporation can be ascertained from the company’s Certificate of Incorporation, which forms part of its statutory records.

How are returns to be submitted and by whom?

• The company representative is responsible for lodging the Annual Return.
• The information set out in the company’s Form CM27A currently in the possession of CIPRO is displayed on the website for the company representative to manage.
• The submission must be electronic, through the CIPRO website (www.cipro.gov.za).
• Access to make changes and lodge the Annual Return is by way of password.
• A certificate will automatically be issued by CIPRO confirming the information received.

How much are the fees and how are they payable?

• Fees may only be paid through an electronic banking system or by credit card or by depositing funds at the CIPRO office into your customer code.
• The prescribed fees for lodging an Annual Return are as follows:

Description	Amount (R)
Active Public Company	4 000
Active External Company	4 000
Private / Incorporated Company
Turnover less than R10m	450
Turnover above R10m, less than R50m	2 500
Turnover R50m and above	4 000
External Section 21 (Registered in South Africa)	4 000
Section 21	-
Close Corporation
Turnover less than R50m	100
Turnover R50m and above	4 000

What happens if a company fails to lodge an Annual Return?

• Should a company fail to lodge its Annual Return and pay the prescribed fee, an additional fee of R150 will be levied on the defaulter.
• If, after six months and successive reminders, the defaulter fails to lodge and/or pay the fee, the Registrar will institute deregistration proceedings against the company.