Annual Returns and Duties

Annual Returns & Duties Documents

Post-registration Requirements for all Registered Companies

Post-registration requirements are obligations which all registered companies are supposed to fulfill once they are registered. These include:

• Filing of annual returns
• Notice of change of ownership
• Notice of change of financial year
• Notice of change of the nature of the business
• Notice of changes in the share capital
• Voluntary de-registration of companies
• Notice of change of a registered office address

Annual Returns for Registered Entities

The Companies Act 28 of 2004 requires that all active Companies and Close Corporations submit their Annual Duty returns. Annual Duties are payable to the Registrar of Companies and Close Corporations at the end of the entity”s financial year. The prescribed annual duty form for Companies is CM23, and that of a Close Corporation is CC7, which can be downloaded on this site. Failure to pay annual duties constitutes an offence under Section 181 of the Companies Act of 2004 and Section 26 of the Close Corporation Act, 1988. Penalties are provided for under those two Acts. The fine rates applicable on the Annual Duty items (CC7 or CM23) are enshrined in the Companies Act of 2004.

Business entities, whose annual returns are paid up, qualify to receive a BIPA Good Standing Certificate.

Consequences for the non-payment of Annual Duties

A maximum of two reminders will be generated for entities that have not settled their dues. After the second reminder, a non-voluntary de-registration process for the entity will be automatically initiated. At each stage, reminder letters, de-registration notices and letters to the Receiver of Revenue and Social Security Commission  will be sent to the owners of the entity as applicable.

Reminders are generated in the following order:

1. First reminder letter for annual duty payments
2. Second reminder letter; also sent to the Receiver of Revenue and Social Security Commission. If no response is obtained within 30 days from the applicant, Receiver of Revenue and Social Security Commission, step 3 follows
3. Intended De-registration Publication in the Government Gazette
4. Final De-registration Publication in Government Gazette

After all these steps, the company is finally de-registered and struck off the system.

Voluntary De-registration of Companies and Close Corporations

If any Company or Close Corporation that was incorporated, ceases to carry on business; it is the duty of the directors, members or agents to apply for the voluntary de-registration of the firm. Below are the steps that should be followed:

1. Applicant or agent apply for voluntary de-registration to BIPA
2. BIPA receives and reviews the application letter, and if the entity has outstanding annual duties, a reminder will be sent to the owners
3. If no outstanding annual duties are found, BIPA sends a notification of de-registration that the process has commenced
4. BIPA  sends notification letters of de-registration of the Company/Close Corporation to the Receiver of Revenue and the Social Security Commission. If there is no objection from these two institutions, the company de-registration process is approved, published in the Government Gazette and the firm is struck off the system.