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CIPC: Failure to file Annual Returns after successful reinstatement applications of finally deregistered companies and CCs
- 14 June 2024
- CIPC
- South African Accounting Academy
In terms of Regulation 40(6) of the Companies Regulations 2011, the re-instatement process for companies and CCs is only complete upon the filing of all outstanding annual returns. Thus, the legal personality of deregistered companies or CCs are only re-instated or restored, upon all the outstanding Annual Returns being filed.
Unfortunately, not all companies and CCs file its outstanding Annual Returns upon the successful processing of a form CoR40.5.
Since 6 April 2018, CIPC has been implementing an enhancement whereby all companies and CCs in the process of reinstatement or restoration, and which fail to file their outstanding Annual Returns within 30 business days of successful processing of the form CoR40.5, shall be placed back into final deregistration.
After being placed back into final deregistration, and the company or CC wishes to continue with its re-instatement/restoration, it has to file another form Cor40.5 and supporting documents, and once successfully processed, file all outstanding Annual Returns within 30 business days.
For more information on annual returns, how to file and the prescribed fees involved, refer to the following:
- Step-by-step online guide to file annual returns https://www.cipc.co.za//wp-content/uploads/Step_by_step_Guide/Annual-Returns.pdf
- Information Guide on Annual Returns https://www.cipc.co.za//wp-content/uploads/2022/02/Info_Guide_Annual_returns_V1.4.pdf
Click here to download Notice 16 of 2018:
Relevance to Auditors, Independent Reviewers & Accountants:
- The Companies Regulations is yet another piece of legislation that your clients must comply with, and which you must assess compliance with. If they don’t comply with the relevant laws and regulations, you have certain reporting obligations in terms of NOCLAR (NOn-Compliance with Laws And Regulations) – this could include reporting to management, qualifying your audit opinion, reporting a Reportable Irregularity, etc.
- As an auditor, independent reviewer and accountant, you also need to monitor your client’s compliance with the Companies Act and all relevant notices/enforcements/practice notes issued by CIPC as the regulator.
- Where you perform these compliance tasks on behalf of your client, you need to ensure that you comply with all relevant notices/enforcements/practice notes and that you are aware of the latest media statements issued by CIPC as the regulator.
- Company Secretarial staff play a critical role in bridging the gap between entities and CIPC. As legislation, regulations and tax law are continuously changing and evolving, it is of utmost importance for companies and company secretarial practitioners to keep abreast of such changes in so that companies continue to meet their compliance obligations.
Relevance to Your Clients:
- An entity (company or close corporation) has a duty to comply with the Companies Regulations, and all relevant notices/enforcements/practice notes and to be aware of the latest media statements issued by CIPC as the regulator.