Every company registered in South Africa must file its CIPC annual return each year, and since 2023 must also declare its beneficial owners to the Companies and Intellectual Property Commission (CIPC). The two filings are now linked: CIPC says it will not let a company or close corporation complete its annual return on its electronic platforms unless beneficial ownership information is current. This guide is for company owners, directors and finance staff of businesses of any size who need to know what to file, by when, for how much, and what goes wrong if they do not.
This guide was last reviewed on 7 October 2026 and is general information, not legal, tax or investment advice.
What to do and by when: file the annual return within 30 business days after the anniversary of your company’s incorporation date, together with an up-to-date beneficial ownership declaration. If a beneficial owner changes during the year, file the change within 10 business days. Both are filed online on CIPC’s e-Services platform, and the annual return fee depends on your turnover.
The deadlines and fees at a glance
These are the official rules as we found them on 7 October 2026. CIPC changes things often, so check the fee on the e-Services calculator before you pay.
| Filing | Deadline | Fee |
|---|---|---|
| Annual return (company) | Within 30 business days after the anniversary of incorporation | Set by annual turnover, see the fee table below |
| Annual return (close corporation) | From the first day of the anniversary month to the end of the month after it, per CIPC | R100 on time for turnover up to R50 million, R4,000 from R50 million, plus a R150 penalty if late, per CIPC’s FAQ |
| Beneficial ownership declaration, existing company | With each annual return, every year, changes or not | The 2023 Regulations prescribe no fee for the BO forms |
| Beneficial ownership declaration, new company | Within 10 business days of incorporation (companies incorporated from 24 May 2023) | No fee prescribed |
| Change in beneficial ownership or securities register | Within 10 business days of updating the register | No fee prescribed |
| Reinstatement after final deregistration (form CoR40.5) | Apply, then file all outstanding returns | R200, plus the outstanding annual return fees |
Company annual return fees by turnover
Table CR 2B of the Companies Regulations, 2011 sets the fee by the company’s annual turnover and by when it files. CIPC’s own Annual Returns FAQ prints the same amounts.
| Annual turnover | Filed within 30 business days | Filed later |
|---|---|---|
| Less than R1 million | R100 | R150 |
| R1 million to less than R10 million | R450 | R600 |
| R10 million to less than R25 million | R2,000 | R2,500 |
| R25 million or more | R3,000 | R4,000 |
CIPC says a company must use its latest approved financial statements to work out turnover, and that the system calculates the fee at the end of the filing. A filed return cannot be edited. If the turnover was wrong, CIPC can credit or debit the customer code once you supply the financial statements, a reason, a certified ID copy and a letter of permission.
Who must file
CIPC’s FAQ says all companies, including external companies, and close corporations must file annual returns. It adds that the law does not distinguish active from inactive entities, so a dormant company still has to file and pay. Regulation 30(8) lets a company that was inactive in the preceding financial year apply for exemption from the fee, supported by financial statements showing no turnover, yet CIPC’s FAQ says it cannot waive the fees. We could not reconcile the two, so ask CIPC before relying on an exemption.
The annual return is a different thing from a SARS tax return. CIPC’s FAQ says compliance with one does not mean compliance with the other. Our compliance calendar shows where the CIPC date sits next to your tax dates and our compliance requirements guide covers the wider list for a new business. If you have not registered yet, start with the company registration guide.
How the 30 business day deadline works
Regulation 30 of the Companies Regulations says a company files its annual return, with the fee and a copy of its securities register, within 30 business days after the anniversary of its date of incorporation. It does not fall due on your financial year end.
CIPC sends email and SMS reminders to directors only if it holds correct contact details, and deregistration notices go to the same details. Keep them current.
What counts as a beneficial owner
The Companies Act defines a beneficial owner as an individual who, directly or indirectly, ultimately owns the company or exercises effective control of it. The Act lists ways this can happen, including holding beneficial interests in the securities, controlling voting rights, controlling the right to appoint or remove directors, controlling a holding company or a trust above the company, or being able to materially influence management. It must be a natural person, so you look through any company or trust to the individual.
The Act’s definition has no percentage in it. The 5% figure comes from two other places. Regulation 32A requires an affected company to keep a register of people holding beneficial interests of 5% or more of a class of securities. CIPC’s training slides give a checklist for a company that is not affected: does one person hold securities for another’s benefit, does anyone exercise more than 5% of the voting rights, can anyone appoint or remove directors, can anyone materially influence management. A yes to any of them means you have a beneficial owner to declare, so a person with no shares but real control may be one.
Affected and non-affected companies
CIPC splits filers into affected and non-affected companies. Under the Act, an affected company is a regulated company, or a private company that is controlled by or a subsidiary of a regulated company. CIPC’s slides turn this into a yes or no test: a public company, a state-owned company, a private company that transferred more than 10% of its securities in the 24 months before the declaration, or a private company majority owned by, controlled by, or a subsidiary of an affected company. Any other private company is non-affected.
How to file step by step on the CIPC portal
CIPC’s step-by-step guides describe the following route.
- Register as a CIPC customer. You need a customer code and password. CIPC says the contact details on the code must be correct before you start, because a one-time PIN goes to them, and that an update to those details only takes effect after 48 hours.
- Log in on e-Services. Go to eservices.cipc.co.za, enter your customer code, password and security code, accept the terms and click Transact.
- Do the beneficial ownership declaration first. Choose Beneficial Ownership, select your company, then choose affected or non-affected and answer the ownership questions. CIPC’s FAQ says that if CIPC does not hold your latest declaration, the annual return service redirects you to this one.
- Have the documents ready. For a non-affected company with beneficial owners, CIPC’s slides list the beneficial owner details, a mandate signed by 50% plus 1 of the directors (or all members of a close corporation), a certified copy of the filer’s ID, and the securities register. CIPC’s optimised guide says that on the optimised route you no longer upload the mandate, but you must still hold it in case CIPC asks.
- Start the annual return. Choose File Annual Returns, enter the registration number, validate and confirm the company details.
- Enter your turnover and click Calculate Outstanding Amount. CIPC says to drop any digits after the decimal point rather than rounding, because turnover is validated against your submitted financial statements.
- File your financial information. Companies that must have audited statements file them through the iXBRL route. Otherwise CIPC says to submit a Financial Accountability Supplement.
- Pay. CIPC says the only payment option on the new platform is a debit or credit card, confirmed with a one-time PIN.
- Keep the certificate. CIPC emails the annual return filing certificate to the address on the customer code, and you can reprint it from e-Services.
The CIPC guides to the annual return and the optimised beneficial ownership route are the sources for these steps.
How to register a change in beneficial ownership
A company that is not an affected company must update its securities register, which now records the natural persons who are beneficial owners, as soon as practical and no later than 10 business days after a notification of change. It must then file the applicable CoR form with a copy of the register within 10 business days of updating it (regulation 32B). An affected company has the same 10 business day periods under regulations 32A and 121A, and must also file a certified copy of the notice it received about the change.
In practice, you file the updated declaration on the same Beneficial Ownership service on e-Services. CIPC says its system lets a company amend and resubmit a filing to correct incomplete or incorrect information. Under regulation 30(7B), filing a change form late counts as non-compliance.
What happens if you do not file, and what penalties apply
Annual returns
Filing late costs the higher fee in the table. If you keep not filing, CIPC’s FAQ says it assumes the company is inactive and starts deregistration, which withdraws the company’s legal personality. It says deregistration is triggered when two or more successive returns are outstanding, that banks, SARS and other bodies may refuse to deal with the company, and that directors active at the time may be held liable for debts. Section 82(3) of the Act is more cautious: CIPC may remove a company for two or more years of missed returns only after a demand the company fails to answer satisfactorily. Regulation 40 lets CIPC issue a Notice of Pending Deregistration and deregister more than 20 business days later unless every missed return has been filed.
Beneficial ownership
CIPC’s enforcement notices say that failing to keep beneficial ownership current can bring late-filing penalties, an investigation and compliance notice, referral for deregistration and, in its words, referral to the National Prosecuting Authority. Section 214(1) of the Act makes it an offence to knowingly give false or misleading information with a fraudulent purpose, and section 216 provides for a fine or up to 10 years in prison, or both. A conviction under most other provisions carries up to 12 months.
Administrative fines: what is and is not published
Under section 175 of the Companies Act, a court, on application by CIPC, may impose an administrative fine only for failing to comply with a compliance notice. The cap is the greater of 10% of turnover for the period of non-compliance and a prescribed maximum of at least R1 million. We found no CIPC schedule that puts a rand figure on a fine for late or missing beneficial ownership filings, so we do not give one.
Common mistakes
- Treating the annual return as a tax filing. SARS returns and CIPC returns are separate.
- Not filing because the company is dormant. CIPC says dormant companies must still file.
- Using the wrong turnover. The system checks it against your financial statements, and it cannot be edited afterwards.
- Letting contact details go stale. Reminders, one-time PINs and deregistration notices all depend on them.
- Assuming nothing changed means nothing to file. Beneficial ownership is filed every year regardless.
- Looking only at shareholders. Control without shares can make someone a beneficial owner.
- Waiting until the last day. CIPC’s certification rules say certified documents may not be older than three calendar months.
What we could not confirm
We found no CIPC page that states a rand penalty for missing the beneficial ownership deadline. The Companies Amendment Act 16 of 2024 amends section 33 of the Act, but a consolidated copy we checked marked that change as awaiting proclamation, and we could not confirm it has started.
Frequently asked questions
When is my annual return due?
Within 30 business days after the anniversary of your date of incorporation, according to regulation 30 of the Companies Regulations. Close corporations file from the first day of the anniversary month to the end of the following month, per CIPC.
Can I file the annual return without the beneficial ownership declaration?
No. CIPC said from 1 July 2024 that it would strictly enforce beneficial ownership filing with annual returns, and its FAQ says the system redirects you to the declaration if your latest one is missing. See the CIPC enforcement notice.
Do I have to file beneficial ownership information if nothing changed?
Yes. CIPC’s slides say businesses must file beneficial ownership information every year whether or not there were changes. A change during the year must be filed within 10 business days.
Is there a fee for the beneficial ownership filing?
The 2023 amendment to the Regulations prescribes no fee for the beneficial ownership forms. CIPC’s guides do say card payment is the only payment option when you transact on the new platform, so check the amount shown before you confirm.
What happens if my company is deregistered?
The company loses its legal personality, and CIPC says banks and government bodies may refuse to deal with it. You can apply for reinstatement on form CoR40.5 for R200, then file all outstanding annual returns and beneficial ownership information.
Who can file on behalf of the company?
CIPC says the return must be filed by the company or its duly authorised representative who can provide the information. For beneficial ownership, the filer must be a registered CIPC customer, and the company must hold a mandate signed by 50% plus 1 of its directors. See CIPC’s beneficial ownership page.
