Most business owners think of CIPC once, on registration day, and then forget it exists. That is a mistake. Every company and close corporation must file with the Commission every year, and since 2024 the annual filing carries an extra declaration that catches many businesses off guard. This article sets out what you must file, when, and what happens if you do not.
TL;DR
- File annual returns within 30 business days of your company’s anniversary date, every year.
- File your beneficial ownership (BO) declaration together with the annual return – CIPC has strictly enforced this since 1 July 2024.
- BO means the natural persons holding 5% or more, or exercising effective control.
- Missed filings bring penalties, investigations and possible deregistration – and CIPC publishes non-compliant lists.
- No new close corporations are registered; existing CCs continue and must comply like companies.
What must you file with CIPC each year?
Every company and close corporation files annual returns within 30 business days after its anniversary date – the anniversary of incorporation, not your financial year-end. Depending on the entity, the filing travels with annual financial statements or a financial accountability supplement, plus a compliance checklist. CIPC uses these filings (and the fees behind them) to keep the register current, and banks, SARS and other businesses check that register when they deal with you. An entity that stops filing looks dormant, and CIPC can start deregistration proceedings against it.
What is the beneficial ownership declaration?
Since May 2023, and strictly enforced with annual returns from 1 July 2024, every company and close corporation must declare its beneficial owners to CIPC. A beneficial owner is a natural person who directly or indirectly holds 5% or more, or who exercises effective control. Companies and trusts in the chain do not count – you drill through them to the human being at the end.
In practice this means filing, alongside the annual return, the BO declaration plus the securities register (for companies) or beneficial interest register (for close corporations), with certified ID or passport documents behind them. File on the CIPC e-services platform, and update the declaration whenever ownership changes rather than waiting for the next anniversary. CIPC states the purpose plainly: accurate ownership registers help law enforcement fight money laundering and terrorist financing, and they were central to getting South Africa off the FATF grey list.
What happens if you do not comply?
CIPC’s stance has hardened. Non-compliant entities face penalties, investigations and possible deregistration, and the Commission publishes lists of companies and close corporations behind on BO and securities-register filings, with short deadlines to catch up. Directors and members should treat a non-compliance notice as urgent: seven business days to file is the kind of window CIPC gives, not months. Beyond the formal penalties, a non-compliant status freezes practical things – banks hesitate, tenders stall, and SARS queries multiply – because counterparties check the same public register.
Company vs close corporation: what is the difference today?
New close corporations can no longer be registered. Existing CCs continue to operate and are recognised in tax law, but every new venture registers as a company, almost always a private company (Pty Ltd). A private company needs at least one director, a memorandum of incorporation setting out its rules, and a name reservation (or it trades under its registration number plus “South Africa” until a name is approved). For tax purposes the two old friends live on side by side: both CCs and private companies can qualify for SBC rates, and both file the same CIPC annual returns and BO declarations.
How Schoemans keeps clients compliant
Secretarial work is mostly calendar discipline plus correct paperwork: tracking anniversary dates, preparing annual returns, maintaining securities registers, filing BO declarations, and recording director and member changes as they happen. That is our secretarial and CIPC compliance service in a sentence. If your filings are behind, or you are unsure whether your BO declaration is current, contact our Bellville office on 021 910 1215 or Malmesbury on 022 482 2278 and we will put the record straight.
Frequently Asked Questions
When are CIPC annual returns due?
Within 30 business days after your company’s anniversary date each year, together with financial statements or supplements where applicable and the beneficial ownership declaration.
Who must file a beneficial ownership declaration?
All companies, external companies and close corporations must declare the natural persons holding 5% or more or exercising effective control, filed with the annual return since strict enforcement began on 1 July 2024.
Can I still register a close corporation?
No, new close corporations are no longer registered. Existing CCs continue to operate and must file annual returns and BO declarations exactly like companies.
What are the penalties for missing CIPC filings?
CIPC can impose penalties, start investigations and deregister the entity. It also publishes non-compliant lists and typically gives only days, not months, to catch up once flagged.
Do I update BO details only once a year?
No. File the declaration with each annual return and submit amendments whenever ownership changes, so the register always reflects the current position.