Do I need to register an external company with the CIPC?
Yes, if your company operates in South Africa, it must be registered with CIPC.
- Holding a meeting or meetings of shareholders or board of the foreign company, or otherwise conducting the internal affairs of the company;
- Establishing or maintaining any bank or other financial account;
- Establishing or maintaining offices or agencies for the transfer, exchange or registration of the foreign company’s own securities;
- Creating or acquiring any debts, mortgages, or security interests in any property;
- Acquiring any interest in intellectual property;
- Entering into contracts of employment.
- Mandate authorising the filer to file the application on behalf of the foreign company
- Resolution from the directors to register as an external company in South Africa
- Certified Certificate of Incorporation
- Certified copy of the governance or constitution
- Certified translation certificate (if documents are in a foreign language)
- Securities Register
RE-INSTATEMENTS
- Final Deregistration Status: Your entity will be marked as “AR Final Deregistered” or “Deregistered.”
- Not in Process: If deregistration is still in progress, file all pending Annual Returns and Beneficial Ownership declarations first.
- Inactive at Deregistration: If the company or close corporation was not operational or had no economic value at the time of final deregistration, you must register a new company. This can be done via BizPortal at a cost of R175.00.
- BizPortal
- e-Services
- CIPC Self-Service Terminals (SST)
CIPC only processes a court order once and ensures that the court order instructs the company or close corporation to comply with its outstanding administrative obligations (Annual Returns, Beneficial Ownership Declaration, AFS/FAS). Failure to file such requirements will result in the entity being placed back into AR Deregistration.
The company or close corporation will be required to pay using CIPC card payment facility – no declining balance or deposits allowed.
Ensure that your bank card is authorised for electronic payments.
Once the reinstatement application has been submitted, an email notification will be received to indicate that the application must be paid for. Once received, log back in and go to Cart to finalise the application. Customers have 5 working days from submission of the application to pay for the application. If not paid for within 5 working days, the application will be deleted, and a new application must be submitted.
The status of the company or close corporation will only change once the reinstatement application was paid for or the court order has been confirmed by the back office. At such time, an email will be received to indicate that application or court order has bee processed and the next steps.
If a reinstatement application, the status will change to “reinstatement process” whereafter all outstanding Annual Returns, latest Beneficial Ownership Declarations and AFS/FAS must be submitted within 30 business days to complete the process. If not submitted, the status will revert back to final deregistered, and a new application must be submitted. Once all the filings occurred, the status will change to “in Business.”
- 30 Business Days Rule: If annual returns are not filed within 30 business days after reinstatement, the entity will be deregistered again.
- False Information: Submitting false data is a criminal offense and may result in revocation of the reinstatement.
CO-OPERATIVES NEW REGISTRATION PROCESS FAQ
CO-OP ANNUAL RETURNS AND ANNUAL SUBMISSION FAQ
| Type of Co operative | Primary | Secondary | Tertiary | |||
|---|---|---|---|---|---|---|
| Turnover | Less than 1 Mil | 1 Mil less than 10 Mil | 10 Mil less 25 Mil | 25 Mil or more | ||
| Fees Payable | R 50.00 | R 50.00 | R 450.00 | R 3 000.00 | R 3 000.00 | R 3 000.00 |
| Mandatory Reports to be attached | PRIMARY | Secondary | Tertiary | |||
|---|---|---|---|---|---|---|
| Less than 1 Mil | 1 Mil less than 10 Mil | 10 Mil less 25 Mil | 25 Mil or more | |||
| CO-OP7 Form | X | X | X | X | X | X |
| Management Decision report | X | X | ||||
| Social report | X | X | ||||
| Statistical Information (CO-OP8) | X | X | X | X | X | X |
| FORM-CO-OP-15.1 | X | |||||
| FORM-CO-OP-15.2 | X | |||||
| Auditors Report | X | X | X | |||
| Independent Review | X | |||||
| Financial Statement (AFS) | X | X | X | |||
| XBRL (Upload AFS) | X | X | X | X | X | X |
- Missing the submission deadline
- Incomplete or inaccurate financial statements
- Not updating changes in directors or members
- Failing to pay the required fees
- Not submitting the mandatory reports
BBBEE CERTIFICATE FAQ
The Act intends to:
- Establish a legislative framework for promoting black economic empowerment.
- Empower the Minister to issue codes of good practice and publish transformation charters.
- Establish the Black Economic Empowerment Advisory Council.
- Address matters connected with these goals.
For more information on the intentions or objectives of B-BBEE, you can visit the B-BBEE Commission website, which falls under the Department of Trade & Industry and Competition.
To apply for a B-BBEE Certificate, the following requirements must be met:
- Beneficial Ownership Declaration and Annual Return Filings: Ensure the relevant company or close corporation has updated filings.
- Enterprise Status: The enterprise should have a status of “In Business” to proceed with the application.
- Application Timing: The B-BBEE Certificate can be applied for during company registration, Annual Return renewals, or independently.
- Application Frequency: A company or close corporation can only apply once within a 12-month period.
- Active Directorship/Membership: If you are not an active director or member, necessary amendments should be completed before applying.
You can apply for a B-BBEE Certificate through the following channels:
- E-services
- Bizportal
- CIPC self-service terminals
Click here for step by step guide.
- • B-BBEE LEVEL 1 CONTRIBUTOR: 135% PROCUREMENT RECOGNITION Or 100% black shareholders
- • B-BBEE LEVEL 2 CONTRIBUTOR: 125% PROCUREMENT RECOGNITION Or 51% to 99% black shareholders
- • B-BBEE LEVEL 4 CONTRIBUTOR: 100% PROCUREMENT RECOGNITION Or 0% to 50% black shareholders
NB: CIPC is not authorised by the dtic to issue a B-BBEE Level 3 Contributor.
GENERAL FAQ
All companies (including external companies) and close corporations are required by law to file their annual returns within a certain period of time every year. CIPC will remind companies and close corporations annually to file their annual returns provided that CIPC has the correct electronic contact information of directors and members.
An annual return is a statutory return in terms of the Companies and Close Corporations Acts. Failure to file annual returns results in the CIPC assuming that the company and/or close corporation is not doing business or is not intending doing business in the near future. Non-compliance with annual returns, beneficial ownership declaration and AFS/FAS will lead to deregistration, which has the effect that the juristic personality is withdrawn, and the company or close corporation ceases to exist. Active directors of companies and active members of close corporations may still be held liable for actions taken during their tenure and while the company or close corporation was in business.
When filing the annual return, the company or close corporation must also file its latest Beneficial Ownership declaration as well as its Audited Financial Statements (AFS) or Financial Accountability Supplement (FAS).
- Companies have 30 business days from the date when annual returns become due to file annual returns before they are considered non-compliant with the Companies Act. Late filing will result in penalties being incurred.
- Close corporations have, from the first day of its anniversary month up until thereafter, to file annual returns before they are considered non-compliant with the Close Corporations Act. Late filing will result in penalties being incurred.
- Annual returns can only be filed electronically by clicking here. Alternatively, it can be filed via e-Services.
Due to security concerns relating to the disclosure of personal information CIPC has affected the following changes relating to annual returns:
- Only the first 6 digits of a director’s or member’s identification number will be displayed; and
- The annual return filing certificate will not display the identity number, personal address, or contact details of a director or member.
No. Annual returns can only be filed electronically via any of the CIPC electronic platforms:
- BizPortal
- e-Services
- Self Service Centre
Annual returns can only be filed electronically via any of the CIPC electronic platforms:
- BizPortal
- e-Services
- Self Service Centre
The CIPC will assume that the company or close corporation is inactive, and as such CIPC will start the deregistration process to remove the company or close corporation from its active records. The legal effect of deregistration is that the juristic personality is withdrawn, and the company or close corporation ceases to exist.
Other organizations e.g. banks, Central Supplier Database, service providers may refuse service since the company or close corporation no longer exists. Directors and members active at the time of deregistration may be held liable for all debts.
Yes. Before being able to file the annual return, the company or close corporation must first ensure that CIPC has its latest Beneficial Ownership Declaration. If not, click on the link to file the Beneficial Ownership Declaration. Once filed, you need to proceed to continue with the annual return filing process.
Due to the nature and the content required on an annual return, such must be filed by the company or close corporation or its duly authorized representative that is in a position to provide the required information.
When annual returns is filed, the company or close corporation will also be required to submit the latest Beneficial Ownership Declaration and AFS/FAS. For more information on Beneficial Ownership and AFS/FAS refer to the relevant sections of this FAQ.
It is an annual filing and it differs for companies and close corporations. Companies must file (regardless as to whether it was active or not) within 30 business days starting from the day after its date of registration. Close corporations must file (again regardless as to whether it was active or not) starting from the first day of the month it was registered up until the month thereafter. It may still file after such period, but an additional penalty fee will be applicable.
A clear distinction must be made between an annual return and a tax return. An annual return is a summary of the most relevant information regarding the company or close corporation and is filed with CIPC while a tax return focuses on taxable income of a company or close corporation in order to determine its tax liability to the State and is filed with SARS.
Compliance with the one does not mean that there is compliance with the other. It is two different processes, administered in terms of different legislation by two different government departments.
Practice note 1 of 2014
The Companies Act, 2008 provided that a company can be registered with the company number as its name. This is the quickest way to secure a company registration in order to start doing business.
The process of doing the consequent name change was found by the public to be cumbersome and requires additional costs, and the CIPC strive to assist in always streamlining processes.
Therefore, the CIPC has approved a separate name change process to be followed in instances where the company registration was done without a name reservation and was awarded a registration number as the name of the company. In such instances, the company in question still need to apply for a relevant name reservation and lodge the necessary name change application documentation with the CIPC, but the name change process will be free of charge.
The requirements for the waived fee to be applicable are as follows:
- Company must have been incorporated with its registration number as its name;
- Only companies amending its name for the first time after being incorporated with its registration number as a name;
- Applicable from 3 March 2014
Companies meeting the above criteria will be allowed the waiver of the R250 amendment fee and must ensure that the correct documents are lodged via the dedicated e-mail address for this purpose, namely
Important to note is that only the amendment fee is waived, and it is still the responsibility of the relevant company to see to the name reservation following the normal process protocols, prior to lodgment of the name change application.
Required documentation:
- COR15.2 (completed and signed by active director/company secretary)
- Copy of the resolution confirming the approval of the name change
- Copy of the approved name reservation – COR9.4
- Copy of the certified ID of the COR form signatory
- Approved names which include the word “sure” (e.g. tele sure, insurance, etc.) must lodge an approval by the Financial Services Board (FSB) to use the name
- Ensure the customer code is clearly visible on the COR form for tracking purposes
Follow these steps to view your account statement online:
- Visit the CIPC website – www.cipc.co.za
- Log in using your customer code and password
- Click on “Additional services”
- Click on the second link on the left menu, i.e. “Customers Transactions”
- Select the relevant icon to download your statement
