Annual Returns - General Questions (with answers from Cipro)

Why does a entity have to lodge Annual Returns?
To confirm (purpose): • That the close corporation’s information is up to date with CIPRO; and • That the close corporation is still doing business. It is a statutory duty that is contained within the Close Corporations Act.

What are the minimum requirements for Annual Return lodgement?
The Close Corporation Administrative Regulations states minimum requirements in section 16A but also states that the Registrar may request any other information that he/she feels is relevant. Therefore the minimum requirements may change from time to time. The regulations are available on CIPRO’s website under Acts and Notices.

How do I lodge an Annual Return?
Via the website. Follow the instructions on the user manual provided.

When should the Annual Return for a close corporation be lodged?
Annual returns must be lodged within the anniversary month of the close corporations incorporation. Penalty fees will be incurred within a month of non- compliance. Example: If the close corporation is incorporated in May 2007, the anniversary month will then be May. Thus the first annual return must be lodged 1 May to 30 June 2008 and for the same period the years thereafter. An annual return may still be lodged after such date but a penalty fee of R150 will be incurred for each late lodgment. Once the close corporation has been placed in deregistration for not lodging its annual returns it will not be possible to lodge the annual return unless deregistration process is cancelled. Deregistration process will only be cancelled if the close corporation undertakes to lodge all outstanding annual returns in writing.

Will the Annual Return replace the lodgement of other prescribed forms?
NO. The Close Corporations Act still requires that the relevant CK2 and/or CK2A to be lodged. To make it easier for customers, the system will generate a CK2 and/or CK2A if any changes are recorded via the annual return.

What will happen to my close corporation if I do not lodge Annual Returns?
If the close corporation failed to lodge its annual return for a period more than six months from the last day it may lodge, then the close corporation will be placed in deregistration and eventually be final deregistered (close corporation no longer exists).

My close corporation has not traded, has no assets and liabilities, why do I have to lodge Annual Returns?
The Close Corporations Act and Close Corporation Administrative Regulations do not make a distinction between close corporations who have assets and liabilities and those that do not. Therefore, if you do not want the close corporation to be deregistered because you want to use it within the next couple of years then the annual returns must be lodged and paid timeously.

My close corporation is in Deregistration process and I want to lodge Annual Returns, what is the procedure?
Forward a written request to CRU to cancel the process (e-mail or fax). The request must contain at least the following information:
• Name of close corporation
• Registration of close corporation
• Request to cancel annual return
• Proof that all the required prescribed fees (including penalty fees) for each year for which the close corporation is outstanding has been deposited into the relevant customer code.
• Undertaking that all outstanding annual returns will be lodged immediately once the process has been cancelled.

If you require assistance in this regard, please contact us at ilana@cissolutions.co.za