As agents of the Registrar of Companies and Close Corporations (CIPRO), we can submit your Annual Return on your behalf. Please request our data sheet, complete and email of fax back to us. Within 24h we will then submit the annual return and provide you with the necessary report.

We will need from you the last turn over of the past financial year, all the changes of details of the company, close corporation, director and member as well as the date of the last general meeting of the company. Once the payment for the CIPRO fee and our fee has been received, we will submit all information to CIPRO.

Below please find further information and regulations with regards to the Annual returns for companies and close corporations in South Africa under the Companies Act and Close Corporation Act.

Obligation to Lodge Annual Returns

The re-introduction of section 173 to the Companies Act, 1973, became operational on 25 August 2003.The section provides that all companies must lodge an Annual Return with the Registrar. It further requires that this return must be lodged every year, by no later than the end of the month, which follows upon the month within which the anniversary of the company's incorporation occurs.

Annual Returns refer to the information that companies and close corporations must submit to the Registrar as confirmation that the company / close corporation is still in business and that the information provided is still valid. Although it was discontinued in 1986, it had become imperative that we reintroduce Annual Returns for purposes of data integrity and information reliability. Annual Returns are used in most countries across the world to update information kept by the Registrar.

Companies are only allowed to lodge Annual Returns electronically. Since all Public Companies have company secretaries for administrative purposes, this means that company secretaries will be obliged to lodge the Returns electronically on behalf of their companies. Electronic transactions have the effect that CIPRO does not accept or receive paper documents or cash from the companies. All payments are done via an electronic banking system and specifically by using credit cards only.

Annual Returns are facilitated through the CIPRO website where they display the company's existing information, which can then be updated by the company. This information will be stored on a separate database and will not update the actual database. The public can then view the actual information alternatively, the information relating to a separate Annual Return e.g. for the year 2003, 2004, etc.

If a company fails to lodge its Annual Return and subsequently fails to pay the prescribed fee, an additional fee of R150.00 will be levied on the defaulter. If after successive reminders, the defaulter still fails to lodge and/or pay, the Registrar will, after a six month period, institute deregistration proceedings against the company.

Introduction to Annual Returns: Close Corporation Act No. 69 of 1984

What is the purpose of an Annual Return?
In keeping with legislation, the Registrar of Close Corporations needs to determine whether a registered organisation is still in business and to confirm the Registrar is in possession of the latest information of the close corporation, each close corporation is compelled in terms of the Act to lodge an Annual Return once every year.

When do I need to lodge the close corporation's Annual Return?
An Annual Return needs to be lodged within the anniversary month of its official incorporation up until the end of the month following its anniversary month.

What will happen if I fail to lodgement the close corporation's Annual Return?
Should a close corporation fail to lodge and pay for its Annual Returns for a period more than six months the Registrar may conclude that the close corporation is no longer conducting business and may refer it to be deregistered.

What costs and protocols pertain to the lodgement of Annual Returns?
The Annual Return must be lodged on payment of the prescribed fee in electronic format, as stipulated by the Close Corporations Administrative Regulations. The prescribed fees relating to Annual Returns for close corporations encompasses the following:

• Turnover of less than R50 000 000.00 - R 100.00
• Turnover R50 000 000.00 and more - R4000.00
• Penalty fee for each late lodgement - R 150.00

What if the information that I must lodge with the Annual Return is not the same as the information on CIPRO's database?
The close corporation can verify what information is on CIPRO's database by requesting a disclosure certificate from CIPRO's website http://www.cipro.gov.za at a prescribed fee of R30.00. If the information that must be lodged with the Annual Return is not the same as the information on CIPRO's database the relevant CK2 and or CK2A form must be lodged a couple of weeks before the annual return is due.

What sections of the Close Corporations Act and regulations regulates Annual Returns for close corporations?
Section 15 A of the Close Corporations Act and Section 16A of the Close Corporations Administrative Regulations regulates Annual Returns for close corporations. The Close Corporations Act and the Close Corporations Administrative Regulations is available on CIPRO's website under Acts and Notices.

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