ANNUAL RETURN LODGEMENT FOR CLOSE CORPORATIONS Frequently Asked Questions Version 1.3 Version: Date Created/Updated: Why does a close corporation have to lodge Annual Returns?
That the close corporation’s information is up to date with CIPRO; and
That the close corporation is still doing business.
It is a statutory duty that is contained within the Close Corporations Act.
What are the minimum requirements for Annual Return lodgement?
The Close Corporation Administrative Regulations states minimum requirements in section 16A but also states that the Registrar may request any other information that he/she feels is relevant. Therefore the minimum requirements may change from time to time. The regulations are available on CIPRO’s website under Acts and Notices.
When was Annual Returns introduced? How do I lodge an Annual Return?
Via the website. Follow the instructions on the user manual provided.
Who will be responsible for lodging the Annual Return?
Currently only the accounting officer or one of the members of the close corporation.
When should the Annual Return for a close corporation be lodged?
Annual returns must be lodged within the anniversary month of the close corporations incorporation. Penalty fees will be incurred within a month of non- compliance. Example: If the close corporation is incorporated in May 2007, the anniversary month will then be May. Thus the first annual return must be lodged 1 May to 30 June 2008 and for the same period the years thereafter. An annual return may still be lodged after such date but a penalty fee of R150 will be incurred for each late lodgment. Once the close corporation has been placed in deregistration for not lodging its annual returns it will not be possible to lodge the annual return unless deregistration process is cancelled. Deregistration process will only be cancelled if the close corporation undertakes to lodge all outstanding annual returns in writing. If the close corporation is final deregistered then an application must be brought for restoration (CK3 form).
What will it cost?
The prescribed fees relating to Annual Returns for close corporations encompasses the following:
Turnover of less than R50 000 000.00 - R 100.00
Turnover R50 000 000.00 and more - R 4000.00
Penalty fee for each late lodgement - R 150.00
How will the prescribed fee be paid?
The prescribed fee will be deducted from the customer code when the annual return is lodged electronically. Fees must be deposited using the standard methods.
The CIPRO account details are as follows: Bank : ABSA Account : Deposit Account Type
Account : CIPRO: Companies Division Name
Account : 4055 68 1017 Number
Branch : Van Der Walt Street Branch Name Payment : XXXXXXDDMMCCYY01(If the Reference Number is less than six Reference characters long then use training zeros. (XXXX00DDMMCCYY01)
What is a Customer Code?
Codes are created so that CIPRO customers can uniquely be identified / recognized.
What is a Customer?
A customer is any person or enterprise that plays an intermediary role between the customer and CIPRO. Customers are required to be registered with CIPRO. Various types of CIPRO customers exist in South Africa, such as Attorneys, Law Firms, Banks, Auditors, other Enterprises and Private Individuals
Will the Annual Return replace the lodgement of other prescribedforms?
NO. The Close Corporations Act still requires that the relevant CK2 and/or CK2A to be lodged. To make it easier for customers, the system will generate a CK2 and/or CK2A if any changes are recorded via the annual return.
What will happen to my close corporation if I do not lodge Annual Returns?
If the close corporation failed to lodge its annual return for a period more than six months from the last day it may lodge, then the close corporation will be placed in deregistration and eventually be final deregistered (close corporation no longer exists).
Should I lodge my Annual Returns before I convert?
If a close corporation wishes to convert to another type of enterprise and the application 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 lodged. The reason for this is that no obligation has yet arisen for the lodgement of the annual return for the current year. All other outstanding years must be brought up to date. For future purposes, the anniversary month will than be the month within which the close corporation was converted. Should the close corporation lodge 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.
Which section of the Act governs Annual Returns?
Section 15A of the Close Corporations Act; and
Section 16A of the Close Corporations Administrative Regulations
Can I ask for Annual Returns exemption?
The Close Corporation Act does not make provision for the exemption of lodging an annual return for a close corporation.
Can I lodge Annual Returns manually?
No. The Close Corporations Administrative Regulations clearly states that annual returns may only be lodged electronically. Therefore, if a manual annual return will not be considered at all. A document must be received in the format allowed for.
My close corporation has not traded, has no assets and liabilities, why do I have to lodge Annual Returns?
The Close Corporations Act and Close Corporation Administrative Regulations do not make a distinction between close corporations who have assets and liabilities and those that do not. Therefore, if you do not want the close corporation to be deregistered because you want to use it within the next couple of years then the annual returns must be lodged and paid timeously.
I received a message at the end of Annual Returns lodgment page to lodge other forms; do I need to complete and submit all of these? How do I know if I have submitted the Annual Returns successfully or not?
A message will appear that the annual return has been lodged successfully and a disclosure certificate will be provided.
Is there a penalty in lodging the Annual Returns late? Would CIPRO give us an extension to submit Annual Returns since the system has been off-line most of the times?
Notice will be provided via the CIPRO website if an extension is granted.
What type of credit card can be used to pay the Annual Returns? What version of explorer do I need to lodge the Annual Returns?
Explorer 6. Option to down load the version is available on the lodgement page for annual returns.
How do I check the compatibility of my PC for lodging the Annual Returns?
Your ICT professional must be contacted.
My close corporation is in Deregistration process and I want to lodge Annual Returns, what is the procedure?
Forward a written request to CRU to cancel the process (e-mail or fax). The request must contain at least the following information:
Proof that all the required prescribed fees (including penalty fees) for each year for which the close corporation is outstanding has been deposited into the relevant customer code.
Undertaking that all outstanding annual returns will be lodged immediately once the process has been cancelled.
Why is the system logging me out each time I click on the save button?
This is a misconception. Once the save button is pressed a white page will appear with a blue block in the middle of the page. The tracking number also appears on this page and should be noted by the customer for future reference. “Ok” must then be clicked. Once save is clicked, the information is saved together with the tracking number.
For foreign members of close corporations who do not have Identity Numbers, what should I put there?
The member’s date of birth (mandatory) and a passport number.
When I print out the CK2 and CK2A forms the barcodes do not appear. Instead there is only numbers. Can I still lodge the CK2 and CK2A?
The CK2 and CK2A may still be lodged with CIPRO even when the barcodes do not appear. The numbers on the return will be captured by hand once it is received by CIPRO.
How do I get the barcodes on the generated CK2 and CK2A forms?
When the barcodes do not appear it means that a setting on your computer is not correctly adjusted. In order to obtain the setting for the barcodes it must be downloaded from the internet. Kindly go to www.google.com and download the tiff barcode named ABSDC39.
How do I get Cute PDF in order to save and email the CK2/CK2A?
http://www.cutepdf.com/Products/CutePDF/writer.asp.
When the trustee of a trust is sequestrated or deceased how should I indicate it?
When a trustee is sequestrated or deceased, the trustee must be removed by selecting the relevant option at the drop down menu. If the trustee was the representative trustee a new representative trustee must be appointed.
When the trust is liquidated how should I indicate it?
The trust must be removed by selecting the relevant option at the drop down menu and a curator or administrator must be appointed and the relevant information provided.
Why is it important to provide the telephone and electronic contact details of all members of a close corporation?
Although the telephone and electronic contact details are not compulsory, it is of the utmost importance to provide all such information where requested. This would ensure that the close corporation or member or representative of a member receives all electronic and other notices emanating from CIPRO. CIPRO is in the process of converting all its processes into electronic format and
numbers would in future be essential for conducting business.
Why does the testamentary trust information display at the inter vivos trust information?
Previously CIPRO’s database did not make a clear distinction between inter vivos and testamentary trusts. With the new development the system cannot accurately determine the type of trust. It was therefore decided that the information will defaulted to inter vivos trust. If the information appear to be incorrect kindly e-mail the close corporation helpdesk at cc-support@cipro.gov.za to correct it before continuing with the annual return.
When a CK2 is created there is a place for both the representative trustee and other trustees to sign. Should all of them sign?
No, it is only mandatory for the representative trustee to sign the CK2. If the other trustees elect to sign the CK2 they may do so.
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ANNUAL RETURN LODGEMENT 
Why does a close corporation have to lodge Annual Returns? 
What will it cost? 
What will happen to my close corporation if I do not lodge Annual Returns? 
Is there a penalty in lodging the Annual Returns late? 
How do I get the barcodes on the generated CK2 and CK2A forms?