Running a Pty Ltd: the compliance you can't skip

Registering a Pty Ltd is the easy part. Keeping it compliant, year after year, is where owners come unstuck — usually not through dishonesty but through simply not knowing the list. And the stakes are real: neglect it and CIPC can deregister your company, which can freeze your bank account, void your contracts and put your business assets at risk. Here's the full annual compliance list you genuinely can't skip, with the deadlines, the mechanics and the traps.

1. The CIPC annual return

Every company must file an annual return with CIPC — the Companies and Intellectual Property Commission. Read this twice: it is not a tax return. It's a separate CIPC filing confirming your company is still active and its details are current, with a fee that scales with your turnover.

It's due within 30 business days of your company's incorporation anniversary — the date it was registered, not your financial year-end. Miss it and CIPC assumes the company is dormant and starts deregistration. This is the single most common — and most damaging — compliance failure we see, precisely because owners confuse it with the SARS return and think filing their tax covers it. It doesn't.

2. Beneficial ownership filing

Every company must file a beneficial ownership declaration with CIPC — identifying the natural persons who ultimately own or control the company, generally those holding 5% or more, plus anyone with effective control. It's filed alongside the annual return and must be kept current whenever ownership changes.

CIPC has been firm on this: without an up-to-date beneficial ownership filing, the system can block you from filing your annual return — which then cascades straight toward deregistration. So the two are linked in practice: no BO filing, no annual return, and the clock starts ticking. Don't treat it as optional or 'something for big companies'. It applies to your two-director Pty Ltd exactly the same.

3. Keep the company registers and records

The Companies Act requires you to maintain proper company records. In practice, that means holding and keeping current:

• A register of directors and their details.
• The securities (share) register showing who owns what — this is the legal record of ownership, and it's the directors' job to keep it.
• The beneficial ownership register, kept in step with the CIPC filing.
• Minutes of directors' and shareholders' meetings and resolutions.
• Your accounting records and annual financial statements (keep records for five years).
• The company's Memorandum of Incorporation (MOI).

These aren't just bureaucracy. If there's ever a dispute between shareholders, a sale of the business, a bank query, a SARS audit or a due-diligence check, these are the documents that prove who owns and runs the company. A buyer's lawyer will ask for the share register on day one — and 'we never really kept one' knocks money off the price or kills the deal.

4. Annual financial statements — and audit or review

Every company must prepare annual financial statements. Whether they need external assurance depends on the company's size and public-interest score: larger or more complex companies need an audit, while many smaller owner-managed companies need only an independent review — a lighter, cheaper level of assurance. Some very small companies where the owners are the only shareholders may be exempt from both, but the financial statements themselves are never optional. Getting the right level is worth checking, because paying for a full audit you don't need is money burned, and skipping a review you do need is a compliance gap.

5. The ITR14 company tax return

Every company must file an annual income tax return — the ITR14 — with SARS, declaring its income and working out its tax. Standard company tax is 27% of taxable profit, though small businesses that qualify as a Small Business Corporation pay reduced SBC rates that start at 0% on the first slice of profit.

6. Provisional tax during the year

A company doesn't wait until year-end to pay its tax — it's automatically a provisional taxpayer. That means two estimates and payments each year, submitted on an IRP6: one at the end of August and one at the end of February, with an optional top-up at the end of September.

Under-estimate too low and SARS can charge a 20% under-estimation penalty, so the estimates need to be sensible, not hopeful. The cash discipline here matters as much as the filing — set the money aside monthly so the February payment isn't a body blow. Our provisional tax guide covers the estimates in detail.

7. Payroll filings if you have staff

The moment you put someone on payroll, a monthly rhythm starts. You deduct PAYE and pay it over with UIF and SDL via an EMP201 by the 7th of each month, and reconcile twice a year on an EMP501. The thresholds worth knowing:

• PAYE — deducted from staff and paid monthly via EMP201 by the 7th.
• UIF — 2% in total (1% employer, 1% employee), on remuneration up to R17,712 per month.
• SDL — 1% of payroll, but only if your total annual payroll exceeds R500,000.

See our payroll page for how this fits together. Miss the EMP201 and penalties and interest stack up fast — this is a monthly deadline, not an annual one.

8. Directors' duties under the Companies Act

Being a director isn't just a title — the Companies Act places legal duties on you personally. In plain terms, you must:

• Act in good faith and in the best interests of the company.
• Act with reasonable care, skill and diligence.
• Avoid conflicts of interest, and disclose them properly if they arise.
• Not trade the company recklessly or while it's insolvent.
• Keep the company's records, registers and compliance in order.

What owners get wrong with company compliance

• Thinking the SARS return covers CIPC. It doesn't — the ITR14 and the CIPC annual return are two completely separate filings to two different bodies. The most expensive mistake in this whole guide.
• Diarising the annual return to the financial year-end. It's due within 30 business days of the incorporation anniversary — often a different date entirely.
• Ignoring beneficial ownership. Let it lapse and CIPC can block the annual return, which starts deregistration. It's not just for big companies.
• Never keeping a share register. Fine until you sell, take on an investor, or fall out with a co-shareholder — then it's a crisis.
• Paying for a full audit that isn't required. Many small companies need only an independent review, or are exempt. Check before you overspend.
• Guessing the provisional tax estimate low to ease cashflow. The 20% under-estimation penalty makes that an expensive way to delay a payment.

Two worked examples

Let us carry the calendar

None of this is hard once it's on a system — but forgetting any single item can cost you dearly. We keep your CIPC and SARS deadlines on a calendar, file everything on time, keep your registers and beneficial ownership current, and make sure you're on the right level of assurance. So you can run your business instead of chasing paperwork. See our company services, or book a discovery call.