Microsoft word - about annual returns
ABOUT ANNUAL RETURNS AND ANNUAL DUTY
The lodgement of Annual Returns and payment of Annual Duty was originally instituted when the
Companies Act, Act No. 61 of 1973 came into being, but those sections of the Act were repealed in
about 1984. The Companies Office was originally run as a department of the Department of Trade
and Industry. In recent years it has been set up as a separate entity, the Companies Intellectual
Property Registration Office (“Cipro”), which has be self-supporting and run on business lines.
Hence the re-introduction of Annual Duty. In addition, Cipro’s database has become unwieldy with
the increasing number of company and close corporation registrations and the re-introduction of
Annual Returns is a means for Cipro to (a) get its database up to date and (b) weed out and
deregister all those companies that are dormant or abandoned. Annual Returns
Annual Returns for public companies were introduced from May 2004 and for private companies from
May 2005. Annual Returns are due by the end of the month following the month of incorporation, eg
if you have a company that was registered on 1 July 1998, then its Annual Return is due for
the end of August in each year. Annual Returns can only be lodged through
Cipro’s website and requires the setting up of a Customer account at Cipro and funding that account
prior to lodging the return. You cannot successfully lodge a return unless Cipro is able to draw the
money off your Customer Account. There is an alternative option to pay by credit card, or your
auditor or company secretarial services service provider will be able to lodge the return for you. However, please note that if you own or are involved in a public company (including a S21
Company or an external company), the return can only be lodged by a director of the company
or the company secretary. In term of the Companies Act it is mandatory for a public company,
whatever its size, to appoint a Company Secretary. NB.
Cipro announced that Annual Returns for Close Corporations would be introduced in 2007. The date of implementation has still to be advised. The minimum duty is likely to be R100-00.
Annual Duty for public companies at present is a straight R4 000 per annum, regardless of the size of
Section 21 Companies
Section 21 Companies (non-profit companies) are not liable for payment of Annual Duty but because
it is not possible to lodge an Annual Return without payment of the Annual Duty, Cipro has set up the
following procedure to lodge an Annual Return for a S21 company:
1. Being deemed to be a “public” company, the same rules apply for the lodging of the Annual
Return in that only the Company Secretary (if it has one) or a director may lodge the return. The customer account that will be used must be one set up for the purpose either by the director who is going to lodge the return or by the Company Secretary.
2. Contact the Cipro call center and tell them you want to lodge an Annual Return for a Section
21 Company. They will put you in contact with someone who can help you. Give Cirop the name and registration number of the company and the name of the customer account you are intending to use.
3. Cipro’s finance department will credit the customer account with the Annual Duty of R4 000
and advise you when this has been done (takes a few days).
4. Once you know the funds are in your account, you may then lodge the return and Cipro will
extract the R4 000 from the account to enable the return to be submitted and accepted.
Annual Duty for private companies is as follows:
Turnover less than R10 million – Annual Duty R450-00
Turnover between R10m and R50m – Annual Duty R2 500-00
Turnover over R50m – Annual Duty R4 000-00
The duty is based on the turnover of the company for the financial year immediately preceding the
lodgement of the Annual Return. The duty must be paid whether the company is dormant or not.
The minimum duty payable is R450-00. Deregistration
Please note that if you do not lodge an Annual Return and pay Annual Duty you will risk having your
Cipro is actively pursuing this. You will receive a letter from Cipro advising
that the company is in process of deregistration and by the time you receive this your company will
already have been marked “Deregistration process” on Cipro’s website for a couple of weeks and its
information will be inaccessible, so that anyone doing a credit, due diligence or other search on your
company will pick up that it is in the process of deregistration. Contact Cipro immediately and request
that they give you access so that you can lodge the Annual Return. Once the process has started it
could take you a number of weeks before you can get Cipro to halt the deregistration process. If the
company is actually deregistered, it could take six to nine months before you are able to re-instate the
registration. Its just not worth it to let that happen, unless you want the company to be deregistered.
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