CIPC Annual Returns: Who Must File, Deadlines, and Fees

If your business is on the CIPC register, filing CIPC annual returns is a yearly legal obligation, regardless of whether the entity traded or earned income. Each return confirms the company or close corporation is still active, updates director and address details, reports turnover, and triggers the financial disclosures that go with your size. Fees run from R100 to R4,000. Miss the window and CIPC begins treating the business as dormant, with deregistration at the end of that road.

Who Has to File

The requirement covers private companies, public companies, personal liability companies, non-profit companies, and external companies registered in South Africa. Close corporations, created originally under separate legislation, carry the same duty.¹

Dormant and inactive entities are not exempt. The Companies Act draws no distinction between a trading business and one earning nothing, so a company with zero revenue for the year must still file and pay.¹ Skipping the return because “the business isn’t doing anything” is one of the most common routes to involuntary deregistration.

When the Return Is Due

Your deadline depends on the entity type and its incorporation date.

Companies of every type: the filing window opens on the anniversary of the incorporation date and stays open for 30 business days.²
Close corporations: the window starts on the first day of the anniversary month and closes at the end of the following month, giving roughly two calendar months.²

Filing one day past the window triggers the late fee. If you can’t recall the exact incorporation date, it is listed on the CIPC eServices portal and on the original registration certificate.

What the Return Costs

Fees are calculated on a sliding scale tied to annual turnover, and the amount goes up if you miss the window. For companies:²

Turnover under R1 million: R100 on time, R150 late.
R1 million to under R10 million: R450 on time, R600 late.
R10 million to under R25 million: R2,000 on time, R2,500 late.
R25 million or more: R3,000 on time, R4,000 late.

Close corporations have a simpler structure:²

Turnover up to R50 million: R100 on time, plus R150 penalty for late lodgement.
Turnover R50 million and above: R4,000 on time, plus R150 penalty for late lodgement.

For close corporations, the R150 penalty stacks for each year of missed returns. For companies, the late amount replaces the on-time fee rather than adding to it.

What You File With It

Section 33 of the Companies Act requires each annual return to include the company’s annual turnover for the preceding financial year, a copy of the securities register, a copy of the beneficial interest disclosure register, and audited financial statements where applicable. The company must also designate a specific director, employee, or other person as responsible for compliance.³

Turnover matters most for smaller businesses because it sets both your filing fee and how much financial detail you have to disclose. The filing interface also lets you update the registered office address and current directors. That information becomes part of the public record, and fixing mistakes after submission takes extra administrative steps, so check it before you confirm.

Financial Accountability Supplement or Audited Statements

Companies that are not required to have their statements audited must complete a Financial Accountability Supplement (FAS). This is a simplified digital form covering financial health and internal controls, filed through the CIPC portal alongside the annual return.

Companies over the audit thresholds must upload full Audited Financial Statements in XBRL format. Whether you need an audit turns on your Public Interest Score, who compiles your statements, and whether you hold assets in trust for unrelated parties worth more than R5 million.⁴

Public Interest Score and Audit Thresholds

The Public Interest Score (PIS) decides how much financial scrutiny your entity faces. It is the sum of four numbers:⁴

One point for each employee on average during the financial year.
One point per R1 million (or part thereof) in third-party debt at year-end.
One point per R1 million (or part thereof) in annual turnover.
One point for each individual holding a direct or indirect beneficial interest in the company’s securities, or each member for non-profits.

For private and personal liability companies, an audit is mandatory when the PIS is 100 or more with statements compiled internally, when the PIS is 350 or more with statements compiled by an external accountant, or when fiduciary assets exceed R5 million regardless of PIS.⁴

If your PIS is below 100 with statements prepared internally, or between 100 and 349 with independent compilation, an independent review applies instead, unless you voluntarily opt for a full audit.⁴

Beneficial Ownership Filing

Since May 2023, every company and close corporation must also lodge a beneficial ownership declaration with CIPC. Existing entities were required to have declarations on file by 24 May 2024. New entities must file within 10 business days of incorporation, and changes must be updated within the same 10-business-day window.⁵

For entities with 10 or fewer directors or members and no complex ownership to declare, CIPC offers an “optimised” process that lets you complete the securities or members register directly on the platform without uploading documents.⁶ The system pulls director or member information from existing CIPC records, so outdated records have to be corrected first through the relevant amendment form before the beneficial ownership filing can proceed.

The information required includes the date each shareholding or membership interest was obtained, the number of securities held, and the class of shares.⁶ Submission is verified by OTP sent to SMS or email. Non-compliance with beneficial ownership is treated alongside annual return non-compliance and can independently trigger deregistration.⁷

How to File and Pay

Annual returns can only be filed electronically, through BizPortal (bizportal.gov.za) or the CIPC eServices platform.¹ You log in with your customer code and password, select the filing year, enter the turnover, and confirm. A successful submission produces an Annual Return Filing Certificate sent to the email on your CIPC profile.

Your virtual CIPC account must have enough credit to cover the fee before you file, or CIPC will reject the submission.⁸ Card payments at checkout are generally not available, so funds have to be deposited in advance to CIPC’s ABSA account, using your six-character customer code as the payment reference so the deposit lands in the right virtual account. ABSA deposits typically reflect within an hour; payments from other banks can take two to three working days.⁹ Plan the transfer around the filing window rather than the last day of it.

If You Miss the Deadline

When annual returns are not filed, CIPC treats the business as dormant and starts the process of removing it from the active register.¹ Before final deregistration, CIPC sends an email notification under Regulation 40 of the Companies Regulations, giving the entity a window to file all outstanding returns and required financial statements.¹⁰

Final deregistration withdraws the entity’s legal personality entirely. The company or close corporation stops existing as a legal person.¹ Contracts, property ownership, bank accounts, and tax registrations in the entity’s name all become problematic. Directors of deregistered companies and members of deregistered close corporations can still be held personally liable for actions taken while the entity was active.⁷

Reinstating a Deregistered Entity

A deregistered company or close corporation can be reinstated, but the process is neither quick nor automatic. The application is form CoR40.5, with a filing fee of R200.¹¹ The applicant must prove the entity was either actively trading or held economic value at the time of deregistration.¹²

Evidence requirements are strict. Every document must be in the entity’s name (not a director’s personal name), dated around the time of deregistration, printed on official third-party letterhead, and independently verifiable. Self-created documents such as affidavits, internal resolutions, or screenshots are not accepted unless CIPC specifically requests them.¹² Acceptable evidence includes official bank statements around the deregistration date, Deeds Office records for property, SARS correspondence confirming tax liabilities or credits, and signed commercial lease agreements covering the relevant period.

On top of the reinstatement application, all outstanding annual returns and their fees must still be paid, including late penalties for every missed year. Submitting false information in a reinstatement application can result in criminal charges under Section 214 of the Companies Act.¹² The R200 application fee is cheap. What isn’t cheap is the accumulated late penalties, the professional fees to compile compliant evidence, and the weeks or months the entity is unable to operate while the application works through the system.

1
Companies and Intellectual Property Commission. FAQ’s Annual Returns
2
Companies and Intellectual Property Commission. Information Guide – Relationship Between Annual Returns, Deregistrations and Re-instatements
3
South African Government. Companies Act 71 of 2008
4
Companies and Intellectual Property Commission. Financial Statements and Independent Reviews
5
Companies and Intellectual Property Commission. Enforcement of Beneficial Ownership Filings and Securities Registers
6
Companies and Intellectual Property Commission. Step by Step Guide: Optimized Beneficial Ownership Filing
7
Companies and Intellectual Property Commission. Annual Return Deregistration and Final Deregistration
8
Companies and Intellectual Property Commission. Terms and Conditions
9
Companies and Intellectual Property Commission. Banking Details
10
Companies and Intellectual Property Commission. Commencement of Deregistration Notification for Companies
11
Companies and Intellectual Property Commission. Company Forms and Fees
12
Companies and Intellectual Property Commission. Customer Notice 12 of 2026: Non-Compliance with Company and Close Corporation Re-instatement Evidence Requirements