The CIPC annual return costs a small fee and takes a few minutes to file. If a company stops filing it, CIPC can start the process of deregistering the company. A deregistered company can have its bank account frozen and its assets forfeited. This post covers the deadline, the fee, the deregistration process and how to check your status.

What the CIPC annual return is

Every registered company and close corporation must file an annual return with the Companies and Intellectual Property Commission (CIPC). The return confirms that the company is still active and that its details are current. The annual return is separate from your tax return. The SARS company income tax return (ITR14) is a different filing, to a different body, with a different deadline and purpose. The CIPC return keeps your company registered, and the ITR14 reports its tax. You must file both every year.

The CIPC annual return and the SARS ITR14 are two separate filings with different deadlines. Missing either one causes problems. If your accountant tells you a return has been filed, confirm which of the two it was.

The annual return deadline

The return is due within 30 business days of the anniversary of your incorporation date. If your company was registered on 15 March, the filing period opens on 15 March each year and you have 30 business days to file. The date is the same every year. You are responsible for putting it in your diary, because you cannot rely on receiving a reminder.

30 business days
Your period to file the CIPC annual return after your incorporation anniversary

The filing fee scales with turnover and is a small amount for a small company. If you file late, the fee goes up. The larger risk is deregistration, covered below.

The anniversary is measured from your registration date. Your financial year-end does not affect it, and the two dates can fall in different months. Your accounts might run to end-February while your incorporation date is in August. If you only review compliance at your February year-end, you can miss an August annual-return deadline. Find your incorporation date and put it in your diary as a separate fixed date.

Deregistration for missed annual returns

If a company keeps missing its annual returns, CIPC records it as non-compliant and then moves it into deregistration. Deregistration is a staged process and follows missed returns over a period, and CIPC sends notice first. If the notices go unanswered, the company can reach 'Final Deregistered' status. A deregistered company no longer exists as a company in law. The consequences are:

  • It can't legally trade, and its contracts can be called into question.
  • Its bank accounts can be frozen.
  • Assets registered in the company's name can be forfeited to the state (bona vacantia).
  • Another business can register the company name.
  • Reinstatement is a formal, time-consuming and costly process that needs supporting evidence. Filing the returns on time costs far less.

A dormant company that still held assets

An owner stops trading through a side company and stops filing its CIPC returns. Two years later CIPC deregisters it. The company still owned a delivery vehicle and held a commercial lease. Its bank account is frozen, and the landlord is chasing payment. Reinstatement takes months and needs an application backed by the outstanding returns, tax clearance and legal fees. Filing the annual return each year for a small fee would have kept the company registered.

Even a dormant company must file its annual returns to stay registered. A company that has stopped trading still has filing obligations. If the company still holds a name, a bank account, an asset or a contract, deregistration puts that at risk.

The annual return and your financial statements

The CIPC annual return confirms that your company still exists and that its registered details, such as address, directors and contact information, are current. It also includes a turnover figure that sets the fee. Filing it is separate from filing annual financial statements, and for a small private company it doesn't require an audit. Larger companies, and companies above certain public-interest-score thresholds, must lodge audited or independently reviewed financial statements with CIPC alongside the return, or file a Financial Accountability Supplement. Check which requirement applies to your company.

The beneficial-ownership register

CIPC also requires companies to file a beneficial-ownership register. It records the natural persons who ultimately own or control the company and is backed by supporting documents such as ID copies and proof of shareholding. It is a separate obligation, and CIPC can hold up your annual return until the register is in place. It can be filed at the same time as the annual return. If you haven't filed yours, file it now.

How to check your company's status

  1. Log in to the CIPC portal, or ask us to check on your behalf.
  2. Look up your company and confirm its status shows 'In Business' and compliant. The statuses 'AR Deregistration Process' and 'Final Deregistered' mean action is needed.
  3. Check when your annual return was last filed and when the next one is due, counted from your incorporation date.
  4. Confirm that your beneficial-ownership register is filed and current.
  5. Put the anniversary date in your diary every year, or ask your accountant to file the return for you.

Keeping your CIPC filings current

Filing the annual return costs a small fee and a few minutes each year. Reinstating a deregistered company takes months and can involve a frozen bank account and forfeited assets. If you're unsure whether your CIPC returns are up to date, or you want someone else to handle them, talk to us. We file our clients' annual returns and beneficial-ownership registers and check their company status each year.