In South Africa, companies registered with the Companies and Intellectual Property Commission (“CIPC”) are required by law to submit annual returns. This obligation ensures that the CIPC maintains up-to-date records on the status and operations of all companies operating within the country. Failure to comply with this requirement can result in severe consequences, including deregistration.

An annual return is a statutory return that a company must file with the CIPC each year to confirm that it is still in business or conducting trade. It is not a tax return – this is submitted separately to the South African Revenue Service (“SARS”). Instead, the annual return focuses on verifying key company details and accurate records in the corporate registry.

Section 33 of the Companies Act of South Africa (“the Act”) together with Companies Regulation 30, requires a company to submit an annual return within 30 business days after the anniversary of its incorporation date. Close Corporations (“CCs”) have 60 business days from the anniversary date of registration.

All registered companies and CCs must file annual returns, regardless of whether they are actively trading or dormant.

The following documents and information are required for the annual return submission:

• Annual Financial Statements in Extensible Business Reporting Language (“XBRL”) format – if the company meets the requirements listed below.
• The security register of the entity, as defined by section 50(1) of the Act.
• The register containing the beneficial interest of the entity. For a detailed explanation of “beneficial interest”, refer to our article: Beneficial ownership reporting: what is new and relevant.
• The prescribed annual return fee. For more detail regarding the prescribed fees, please visit the CIPC website: cipc.co.za.

XBRL is a digital file format used to present financial information in a way that computers can easily read, analyse, and compare. While formats such as Portable Document Format (“PDF”) are easy for humans to understand, automated systems struggle to extract information from them. XBRL allows for uniformity across all financial reports, regardless of the accounting framework used to compile the annual financial statements, enabling comparability and faster analysis of information.

Each year, companies and CCs are required to assess whether they must submit their annual financial statements along with the prescribed information, as listed above.

Currently, companies that are required to have their financial statements audited in terms of section 30(2) of the Act, or the regulations contemplated in section 30(7), must submit their annual financial statements with the annual return documents.

Proposed amendments to the Act (effective date still to be finalised) include changes to the submission requirements for annual financial statements.

If implemented, the following requirements will apply:

Annual financial statements in XBRL format must be submitted by:

• Public companies or state-owned companies;
• Private companies with a Public Interest Score (“PIS”) ≥ 350 points; or
• Companies with a PIS ≥ 100 points where the annual financial statements are internally compiled.

The following companies or CCs will not be required to submit annual financial statements and may submit a Financial Accountability Supplement report (“FAS”) or voluntarily submit their annual financial statements:

• Companies or CCs holding assets in a fiduciary capacity ≥ R5 million;
• Non-profit companies incorporated by or for the state;
• Companies whose Memorandum of Incorporation (“MOI”) requires an annual audit;
• Companies required to perform an independent review;
• Companies with a statutory requirement to compile, but not audit or independently review, annual financial statements;
• Companies subject to an audit requirement in terms of other legislation (e.g., Property Practitioners Act (“PPA”), Attorneys Trust Audit, etc.).

The PIS, as referenced above, must be calculated annually at the end of a company’s financial year using the following criteria in accordance with the Act:

• 1 point for the average number of employees, including temporary employees;
• 1 point for every R1 million of third-party liabilities at year-end;
• 1 point for every R1 million of turnover; and
• 1 point for every individual with a beneficial interest in the company’s securities at year-end.

It is important to note that the submission period, as mentioned earlier, is not necessarily the same as the financial year of the entity. If the submission deadline occurs before the annual financial statements are compiled or audited, the most recent financial statements may be used – provided that the annual return submission date falls within six months after year-end.

For example, if company ABC was incorporated on 1 January 2025 with a February year-end, the annual return must be submitted before 12 February 2026 (30 business days after the anniversary of the registration). However, ABC’s 2026 financial statements would only be ready and available after 28 February 2026. In this case, the 2025 financial statements would be used for the annual return submission.

The CIPC institute proceedings in cases where non-compliance is identified or suspected. Compliance notices are issued and failure to comply with these notices may result in administrative fines. Furthermore, the CIPC has the power to initiate the deregistration of a company or CC if annual return submissions are not submitted for two or more years. Failure to submit the beneficial ownership declaration is also regarded as non-compliance and constitutes a direct violation of the Act. More information can be found on the CIPC’s website.

For assistance or further guidance regarding annual return submissions, please contact our Company Secretarial department at AR@asl.co.za.