CIPC Annual Returns: How to File, What It Costs, and What Happens If You Don't

The annual return is the filing that keeps a registered company registered. It is not a tax return, it is owed even by a company that has never traded a cent, and misunderstanding it is the single most common way South Africans lose companies they meant to keep. Here is the whole picture — what it is, when yours is due, what it costs from CIPC's own fee table, and the full deregistration story from first missed year to reinstatement.

What the annual return actually is

The annual return is a Companies Act filing that confirms to CIPC that your company still exists, is still active, and that the information on the register — directors, addresses, ownership — is current. It is how the Commission keeps a live register rather than a graveyard of abandoned entities. Because it is a company-law obligation and not a tax one, filing your ITR14 with SARS does not touch it, and filing it does not touch SARS: the two systems are separate, and each must be satisfied on its own schedule.

When yours is due

Your filing window opens on the anniversary of your incorporation date and runs for 30 business days. It is a rolling, company-specific deadline — there is no universal filing season, which is precisely why it gets missed: no national reminder campaign marks your company's private anniversary. Enter your incorporation date in our free company compliance calendar and it will show your window, dated, alongside the tax deadlines that run on their own clocks.

What it costs, from CIPC's own table

The fee is scaled to annual turnover, and filing late moves you to the higher column:

• 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

Those figures are from CIPC's published annual-returns fee table under the Companies Act, 2008. For a small company the on-time fee is modest — R100 or R450 — which is worth dwelling on: the cost of compliance is a fraction of the cost of the consequences. Providers will file the return for you for a service fee on top; the statutory amount is the same either way.

The beneficial-ownership gate

Since 15 April 2024, CIPC will not accept an annual return unless the company's beneficial-ownership filing is up to date. In practice the two travel together: confirm or update who ultimately owns the company, then file the return. A company that has ignored beneficial ownership entirely discovers the problem here — the annual return simply will not go through — so if yours has never filed BO, treat that as step one of this year's return, not a separate project for later.

The return must also be accompanied, on the same day, by the company's financial statements — audited or independently reviewed where required — or the financial accountability supplement that smaller private companies typically use instead. For most owner-managed companies the supplement is a short form, not an audit; the point is that CIPC expects the filing to be supported, not bare.

What happens when you miss it

One missed window costs you the late fee — annoying, survivable. The serious machinery starts at two successive years outstanding: CIPC may then refer the company for deregistration. What follows, per CIPC's own process:

1. Notification. CIPC mails a notice of intended deregistration to the company's registered postal address as reflected on CIPC's records. Note the italics: if your registered address is stale, the warning goes somewhere you no longer are — which is how deregistration so often lands as a surprise. Keeping the address current at CIPC is not admin perfectionism; it is how you receive the one letter that matters.
2. The window to fix it. While the company sits in deregistration process, filing all outstanding annual returns cancels the deregistration. The company's legal personality still exists at this stage — the notice is a warning shot, not the execution.
3. Final deregistration. If nothing is filed, the company's status becomes final deregistered — and at that point no annual return can be lodged and no objection processed. The company, as a legal person, has ceased to exist. Its bank account is orphaned, its contracts have no counterparty, and any property registered in its name is stranded.

Reinstatement: possible, but conditional

A finally deregistered company can apply for re-instatement (form CoR40.5, R200 application fee) — but CIPC will only process it in limited circumstances: the company was actually in business at the time of deregistration and can prove it, or immovable property is registered in the company's name, or a creditor shows it would be unfairly prejudiced otherwise. Reinstatement restores the legal personality, after which every outstanding annual return must still be filed before the status returns to "in business".

CIPC itself points out the alternative: for a company that was not trading and holds no property, incorporating a fresh company at R175 is often simpler than reinstating the old one — and the old company's name may even still be available to reserve. If the company that lapsed was genuinely dormant, a clean start is frequently the honest answer. Our guide to what registration costs covers that route.

How to file, step by step

1. Check your beneficial ownership is current. If not, file or confirm it first — the return is blocked until you do.
2. Have your turnover figure ready. The fee band depends on it, and the return asks for it.
3. File on CIPC's annual-return system (annualreturns.cipc.co.za) with your customer code, pay the banded fee, and submit the financial statements or supplement the same day.
4. Diarise next year's window the day you finish this one. The deadline rolls forward annually forever — our compliance calendar gives you the date to write down.

Where this fits in the company's year

The annual return is one of three recurring obligations every trading company carries: the CIPC return on the incorporation anniversary, provisional tax twice a year, and the ITR14 within twelve months of financial year end. New owners meet all three for the first time in year one — usually while also opening a business bank account and getting paid. If you are still at the beginning of that road, our registration service hands over a compliance calendar with every date filled in; if you registered elsewhere or yourself, the free calendar does the same job.

Sources: CIPC's Annual Returns information guide and published fee table (Companies Act, 2008 fee structure); CIPC deregistration and re-instatement process documentation; beneficial-ownership enforcement per CIPC notices in effect since 15 April 2024. Fees confirmed at the time of writing and payable to CIPC directly. This is general information, not legal or tax advice.

Close corporations file too

Close corporations — the CCs that predate the 2008 Act and can no longer be newly formed but still trade in their thousands — carry the same obligation under their own fee table: R100 for annual turnover up to R50 million and R4,000 above that, with a R150 penalty per late lodgment, filed within two months from the beginning of the anniversary month. A CC that has been quietly running since the 2000s is exactly the kind of entity whose returns lapse unnoticed, because the person who once filed them has moved on. If you inherited or bought into a CC, checking its annual-return status at CIPC should be the first hour of due diligence.

Three myths that cost people their companies

“The company is dormant, so there is nothing to file.” Wrong way round: the return is owed because the company is registered, not because it trades. A dormant company files a modest return at the lowest band or it drifts toward deregistration like any other. If you truly have no use for the entity, deregister it deliberately rather than by neglect — an orderly exit costs little and leaves no stranded assets.

“My accountant handles all of that.” Sometimes true — verify it. The annual return is a CIPC filing, not part of the SARS work most accounting engagements centre on, and plenty of company owners assume it is included when the engagement letter says nothing of the kind. One email to your accountant asking “do you file our CIPC annual return, and when was the last one?” settles it permanently.

“I filed my tax return, so I am compliant.” The ITR14 satisfies SARS; it does not reach CIPC. Two regulators, two filings, two calendars — which is the whole reason the compliance calendar shows both side by side.