When must a company or close corporation file its annual returns?
- Companies and close corporations are required to file annual returns once a year within a given time period. Companies must file within 30 business days after the anniversary date of its incorporation while close corporations must file within the anniversary month of its incorporation up until the month thereafter.
If a company or close corporation has filed its tax returns with SARS, is it still required to file annual returns with CIPC?
- A clear distinction must be made between an annual return and a tax return. An annual return is a sort of “renewal” and has the purpose to confirm whether CIPC is in possession of the most up to date information of a company or close corporation and that the company or close corporation is still conducting business. A tax return focuses on taxable income of a company or close corporation in order to determine the tax liability of the company or close corporation to the State and is filed with SARS. Compliance with the one does not mean that there is automatic compliance with the other. It is two different processes administered in terms of different legislation by two different government departments. Therefore, even if the tax return has been filed with SARS, the annual return must still be filed with CIPC.
Will the annual return replace the filing of other prescribed or statutory forms?
- An annual return is not an amendment form and therefore, the annual return must be followed by the appropriate statutory form to update the CIPC registers after filing if CIPC is not in possession of the most up to date information. An example of this is if the company address changes, a form CoR21.1 must still be completed and submitted to CIPC.
Should all annual returns be up to date before a close corporation converts to a company?
- If a close corporation converts to a company and the conversion application on Form CoR18.1 is received on or before the last day before the start of the anniversary month of the close corporation, then the annual return for such year does not need to be filed. The reason for this 4 is that no obligation has yet arisen for the filing of the annual return for the current year. All other outstanding years must be brought up to date. For future filing of annual returns, the anniversary month will then be the month within which the close corporation was converted. Should the close corporation file its application for conversion within the month of the anniversary of its incorporation or the month thereafter then all annual returns must be brought up to date including the annual return for the current year.
Should all annual returns be up to date if the company converts from one category of company to the other?
- The company does not have to be up to date with annual returns before converting but it should not be in “deregistration process” or “final deregistered”. If in “deregistration process” the company must first object to deregistration in writing (if not due to annual return non compliance) or file all outstanding annual returns (if due to annual return non compliance) before applying to convert. If the company is final deregistered it must first be re-instated.