CIPC Compliance for South African Companies
Company secretarial and CIPC compliance, managed through the platform. On the roadmap.
The CIPC statutory compliance checklist
CIPC compliance is mostly a calendar problem with a hard consequence at the end of it. Failure to file annual returns for two or more years in succession is a ground for deregistration, and on final deregistration the company ceases to exist. Beneficial ownership is now a hard stop: you cannot complete an annual return without it. Below is the full checklist, free to read and free to download.
1. Company record, registers and registered office
Section 23 requires a registered office. Sections 24 to 26 set the form, location, retention and access rules for company records. Section 50 with regulation 32 requires a securities register.
- Confirm registered office and record location
The registered office on the CIPC register must be where records are actually kept, or the alternative location must be notified. Update it on Form CoR21.1 when it changes.
Companies Act s23 and s25 - Maintain a complete securities register
Record every share issue and transfer, with holder name, address, identity number and date. This is also the document CIPC asks for on a beneficial ownership filing.
Companies Act s50, Regulation 32 - File director changes within 10 business days
Every appointment, resignation, removal or change of particulars must be notified on Form CoR39. CIPC asked companies to correct inaccurate director data in April 2026.
Companies Act s70(6) - Retain company records for seven years
The Memorandum of Incorporation, board and shareholder minutes and resolutions, annual financial statements and accounting records, in written or electronic form.
Companies Act s24
2. Annual filings to CIPC
Section 33(1) requires an annual return within 30 business days after the anniversary of incorporation. The Compliance Checklist has been mandatory since 1 January 2020.
- File the annual return within 30 business days
The clock runs from the anniversary of your incorporation date, not your financial year end and not a national deadline. One day late moves you into a higher fee band.
Companies Act s33(1), Regulation 30 - Apply the correct turnover fee band
CIPC charges on annual turnover for the relevant year. Understating turnover to reduce the fee is a false statement on a CIPC filing.
CIPC annual return fee schedule - Submit the annual Compliance Checklist
A separate declaration of 24 questions covering solvency and liquidity, accounting records and financial statements, financial assistance and the securities register. CIPC warned in June 2026 that a growing number of companies are missing it.
CIPC Notice 52 of 2019
3. Beneficial ownership
The 2022 anti-money laundering amendments inserted beneficial ownership duties into the Companies Act, effective 24 May 2023, through regulation 30A and regulation 32(3A).
- File beneficial ownership within 10 business days of incorporation
A newly incorporated company must lodge its declaration within 10 business days. This is separate from the annual return cycle.
Regulation 30A - Update beneficial ownership on every change
Any change must be filed within 10 business days. Do not wait for your annual return anniversary.
Regulations 30A and 32(3A) - Lodge the supporting registers and identity documents
The securities register, and for affected companies the beneficial interest register, plus certified identity copies for the filer and each beneficial owner, certified no more than three months earlier.
Companies Act s50 and s56(7)
4. Financial reporting and assurance
Section 30(1) requires annual financial statements within six months of year end. Section 30(2) with regulations 26, 28 and 29 determines audit, independent review, or neither.
- Prepare annual financial statements within six months
The statements must be prepared within six months after financial year end whether or not they are audited or reviewed.
Companies Act s30(1) - Calculate your public interest score every year
One point per average employee, one per R1 million or part of third party liabilities at year end, one per R1 million or part of turnover, and one per individual holding a beneficial interest at year end.
Regulation 26(2) - Determine audit or independent review correctly
An audit is required if your MOI requires it, if you held more than R5 million in a fiduciary capacity for unrelated persons at any time in the year, if your score is 350 or more, or if it is 100 or more and the statements were compiled internally.
Companies Act s30(2), Regulations 28 and 29 - File AFS in XBRL or lodge a FAS
If your statements must be audited, file them in XBRL with the annual return. If not, complete the online Financial Accountability Supplement.
Companies Act s33(1)(a)
5. Governance and directors duties
Section 66(2) sets the minimum director count, section 69 eligibility, sections 75 to 77 disclosure, conduct and liability, and section 72(4) with regulation 43 the social and ethics committee threshold.
- Appoint and maintain at least one director
A private company needs a minimum of one director, and more if its MOI requires it. Each must be eligible and not disqualified.
Companies Act s66(2) and s69 - Declare personal financial interests before decisions
A director with a personal financial interest must disclose it and, subject to the exceptions, leave the meeting and not vote. Record it in the minutes.
Companies Act s75 and s76 - Check the social and ethics committee threshold
A private company must appoint one if its public interest score exceeded 500 points in any two of the previous five financial years.
Companies Act s72(4), Regulation 43 - Confirm your remuneration reporting scope
The remuneration policy and report regime that commenced on 22 May 2026 applies to public and state-owned companies, not private companies. Directors remuneration disclosure in audited statements can still reach a private company through its public interest score.
Companies Act s30(4), s30(5), s30A and s30B
What CIPC non-compliance costs
- Annual return fees rise when you file late: R100 to R150 under R1 million turnover, R450 to R600 up to R10 million, R2 000 to R2 500 up to R25 million, and R3 000 to R4 000 above R25 million.
- Deregistration: CIPC may deregister a company that has not filed annual returns for two or more successive years. On final deregistration the company juristic personality is withdrawn, and CIPC published guidance states that directors and members active at the time may be held liable for the debts of the entity.
- Reinstatement is available on Form CoR40.5 for R200, lodged online only since 11 August 2025, and requires all outstanding returns to be filed within 30 business days.
- Compliance notices: section 175 applies only where a company has failed to comply with a compliance notice already issued to it. In that case the Companies Tribunal or a court may impose an administrative fine of the greater of 10 percent of turnover during the period of non-compliance or R1 000 000. CIPC has confirmed it is approaching the courts for these. Ordinary non-compliance does not by itself attract this fine.
Get the checklist as a PDF, and early access to the CIPC app
Same content as above, laid out as a working document with tick boxes so you can walk it with your accountant or company secretary. Leave your details and the PDF downloads straight away. We will also let you know when the CIPC app opens, before the general release.
We use your details to send the checklist and to tell you when the CIPC app is available. We do not sell or share your details. You can ask us to delete them at any time by emailing [email protected]. This checklist is general information about published law, not legal advice, and GRC Shop is not a law firm.
What the CIPC app will cover
Planned to keep your CIPC and company-secretarial obligations current.
- Annual returns
- B-BBEE affidavits
- Beneficial ownership filings
- Change-of-director resolutions and records
On the roadmap
This app is planned. OHS is live and POPIA is next. If CIPC compliance is your priority, tell us and we will factor it into the build order.
CIPC questions we get asked
What is my public interest score and why does it matter?
Your public interest score is a number calculated each financial year under regulation 26(2) of the Companies Regulations 2011. You add one point for each employee using the average for the year, one point for every R1 million or part of it of third party liabilities at year end, one point for every R1 million or part of it of turnover for the year, and one point for each individual who directly or indirectly holds a beneficial interest in the company issued securities at year end. It matters because it determines whether your annual financial statements must be audited, independently reviewed or neither, whether you must file them with CIPC in XBRL, and whether you need a social and ethics committee.
When is my CIPC annual return due?
Within 30 business days after the anniversary of your company date of incorporation. It is not linked to your financial year end and there is no single national deadline. Filing after that window moves you into a higher fee band.
Do I have to file beneficial ownership before my annual return?
Yes. CIPC applies a hard stop, meaning the annual return cannot be completed on any CIPC electronic platform unless the beneficial ownership declaration has been filed and is up to date. Beneficial ownership must also be filed within 10 business days of incorporation and within 10 business days of any change.
Does my private company need an audit?
Not automatically. An audit is required if your Memorandum of Incorporation requires it, if the company held assets in a fiduciary capacity for unrelated persons exceeding R5 million at any time during the year, if your public interest score is 350 or more, or if your score is 100 or more and your financial statements were compiled internally. Otherwise an independent review usually applies, subject to the limited exemption where every shareholder is also a director.
What happens if I do not file my annual returns?
CIPC sends reminders, then refers the company into the deregistration process with statutory notifications on Forms CoR3 and CoR40.4. Section 82(3) permits CIPC to deregister a company that has failed to file annual returns for two or more years in succession without satisfactory reason. On final deregistration the company juristic personality is withdrawn and it ceases to exist. Reinstatement is possible on Form CoR40.5, but it requires proof that the company was in business or had economic value at the time, plus filing of all outstanding returns.
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