What must a company file with CIPC every year?

A small company is registered, the owner gets on with running it, and nobody thinks about the Commission again. Three years later the bank freezes the account, or a tender is rejected, or a supplier's credit check comes back with a single word: deregistered.

The document that was missed is short, cheap and due every year on a date the owner could have diarised at incorporation.

The annual return

Every company registered under the Companies Act 71 of 2008 must file an annual return with the Companies and Intellectual Property Commission. It confirms that the company is still in business, and it updates the Commission's record of the company's directors, address and financial information.

It is not a tax return, and filing it does not discharge anything owed to SARS. It is also not the financial statements, although certain companies must file those or a financial accountability supplement with it.

Its function is to keep the register accurate. A company that does not file is, in the Commission's eyes, presumed to have stopped operating.

The deadline

The return is due within 30 business days after the anniversary of the company's incorporation.

Business days, so weekends and public holidays are excluded, which makes the window slightly longer than it sounds. It is still short.

The anniversary is the date on the registration certificate, not the end of the financial year and not the date you started trading. Look it up now and put it in the calendar, with a reminder two weeks before.

The fee

The filing fee is scaled to the company's annual turnover, in bands. A company that did not trade still files, and pays the fee in the lowest band.

Filing late attracts a higher fee. The penalty is not enormous, but it is avoidable, and a pattern of late filing is the first step towards the outcome below.

Beneficial ownership first

A more recent requirement, and now a hard stop.

Before the annual return can be filed, the company must have lodged a beneficial ownership declaration identifying the natural persons who ultimately own or control it. This arose from anti-money-laundering reforms, and the Commission has made it a precondition of the annual return rather than a separate exercise.

A company with a straightforward shareholding files a straightforward declaration. A company owned through a trust or another company has to look through those structures to the individuals behind them, and that takes longer than owners expect.

Non-compliance with the beneficial ownership requirement is treated alongside non-compliance with annual returns, and it can independently put the company on the path to deregistration.

What deregistration actually means

This is the consequence that owners underestimate, because "deregistered" sounds administrative.

Where two or more consecutive annual returns are outstanding, the Commission may begin deregistration proceedings. Once the company is deregistered, it ceases to exist as a legal person. The consequences:

Its assets pass to the State as bona vacantia. Property registered in the company's name, including immovable property, is no longer the company's.

It cannot contract, sue or be sued. Contracts entered into by a deregistered company are void, because one party to them does not exist.

Its bank account is frozen once the bank discovers the position.

Directors lose the protection of the corporate veil for anything done in the company's name after deregistration, and can be personally exposed.

Tenders and finance applications fail on a registration check.

A small trading company can run for a year or more after deregistration without anybody noticing, and the discovery is usually made by a third party at the worst moment.

Reinstatement

A company deregistered for non-compliance can usually be reinstated, by application to the Commission on the prescribed form, supported by evidence that the company was still trading or held assets at the time of deregistration, and by bringing every outstanding annual return and fee up to date.

It is slower and more expensive than filing on time, and while it is pending the company remains non-existent. Where property has passed to the State in the interim, recovering it is a further exercise.

The application must be well motivated. A company that cannot show it was actually in business when it was deregistered may not be reinstated at all.

The other annual obligations

The annual return is the one that kills companies, but it sits alongside others that are worth diarising on the same date.

Financial statements. Every company must prepare annual financial statements. Whether they must be audited, independently reviewed or neither depends on the company's public interest score and its Memorandum of Incorporation. Certain companies must file them with the annual return.

Tax. Income tax returns, provisional tax, and where registered, VAT and PAYE, all on SARS's timetable. Our guide on when you must register for VAT sets out the threshold, which changed in 2026.

Employer obligations. UIF, the Compensation Fund return of earnings, and the skills development levy where applicable. Our guide on what you owe when you hire your first employee covers the registrations.

B-BBEE. Where you rely on an affidavit, it is renewed annually, and our guide on BEE affidavits explains what it must say.

Company records. The share register, the register of directors and the minutes must be kept current, and a change of directors must be filed with the Commission when it happens rather than at the annual return.

One sitting a year, at the anniversary date, covers most of this.

Close corporations too

A great many small South African businesses are still close corporations, registered under the old Close Corporations Act before new registrations were closed in 2011. Owners of CCs frequently believe the annual return regime is a companies thing that does not reach them.

It does. A close corporation must file an annual return with the Commission on the same anniversary basis, pays a fee scaled to turnover, must lodge the beneficial ownership declaration, and is deregistered for non-compliance in exactly the same way. A CC that has been trading quietly since 2008 without anybody filing anything is in more danger than a new company, not less, because the arrears are longer and the members have usually forgotten the CC exists as a separate person at all.

If you discover today that you are behind

The order matters.

Check the status first. Is the company in business, in deregistration process, or already deregistered? The answer decides whether you are filing late or applying for reinstatement, and they are different procedures.

Lodge the beneficial ownership declaration before anything else, because the annual return cannot be filed without it.

File every outstanding return, oldest first, with the late fees. Partial catch-up does not stop a deregistration.

Stop signing in the company's name until the status is confirmed active, if there is any indication it has been deregistered. A contract signed by a non-existent company is a problem you do not need to add.

Tell the bank if the account has been held, and give it the reference for the filings or the reinstatement application.

Practical steps

Find the incorporation date on the registration certificate and diarise it.

Register on the Commission's online platform as the customer for the company, and check that the contact email is one somebody actually reads. Reminders go to that address.

File the beneficial ownership declaration now, if it has not been done, so that it does not block the return when the deadline is close.

Confirm the turnover band with your accountant before filing, because it sets the fee.

Check the company's status on the Commission's register once a year, whether or not you believe you are compliant. It takes a minute and it is how you discover a problem before a bank does.

Our guide on registering a company with CIPC covers the start of this process, and our guide on choosing between a sole proprietorship and a company is worth revisiting if the compliance load is out of proportion to what the company does.

Worked example

This example is illustrative. A two-person consultancy is incorporated on 11 August 2023. The founders never register on the Commission's platform, and the reminder emails go to an address the registration agent used and nobody checks.

No annual return is filed in 2024 or 2025. In early 2026 the Commission begins deregistration, and the company is deregistered in the middle of the year.

The founders do not know. They invoice clients, pay staff and sign a new office lease in the company's name. In September a client's procurement department runs a registration check for a new contract and the tender is rejected. The same week the bank places a hold on the account.

They apply for reinstatement, supported by their invoices, bank statements and the lease showing the company was actively trading at deregistration. They file both outstanding returns with the late fees, lodge the beneficial ownership declaration, and pay the reinstatement fee. It takes several weeks, during which the account remains held and the contract goes elsewhere.

The whole sequence would have been avoided by one calendar entry on 11 August each year and a working email address. The office lease, signed while the company did not exist, is a separate problem they are still resolving.