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Companies Act, 2008 (Act No. 71 of 2008)

Regulations

Companies Regulations, 2011

Chapter 2 : Formation, Administration and Dissolution of Companies

Part C : Transparency, accountability and integrity of companies

30. Company annual returns and other related filings

 

See s. 33 and s.33(1A)

 

[Regulation 30 heading substituted by section 3(a) of the Companies Amendment Regulations, 2023, Notice No. R. 3444, GG48648, dated 24 May 2023 - resultant from the General Laws Amendment Act, 2022, and comes into effect on the date of publication of this Notice]

 

(1) A company must file its annual return with the Commission in Form CoR 30.1 together with—
(a) the prescribed fee set out in Table CR 2B unless exempt from such payment under subregulation (8); and
(b) a copy of the company’s securities register, as required in terms of section 50 of the Act,

within 30 business days after the anniversary of—

(c) its date of incorporation, in the case of a company that was incorporated in the Republic; or
(d) the date that its registration was transferred to the Republic, in the case of a domesticated company.

[Regulation 30(1) substituted by section 3(b) of the Companies Amendment Regulations, 2023, Notice No. R. 3444, GG48648, dated 24 May 2023 - resultant from the General Laws Amendment Act, 2022, and comes into effect on the date of publication of this Notice]

 

(1A) An affected company must file a copy of its register of the disclosure of beneficial interest, as required in terms of section 56(7)(aA) of the Act, together with its annual return as contemplated in subregulation (1).

[Regulation 30(1A) inserted by section 3(c) of the Companies Amendment Regulations, 2023, Notice No. R. 3444, GG48648, dated 24 May 2023 - resultant from the General Laws Amendment Act, 2022, and comes into effect on the date of publication of this Notice]

 

(2) A company that is required by the Act or regulation 28 to have its annual financial statements audited must file a copy of the latest approved audited financial statements on the date that it files its annual return.

 

(3) A company that is not required in terms of the Act or regulation 28 to have its annual financial statements audited may file a copy of its audited or reviewed statements together with its annual return.

 

(4) A company that is not required to file annual financial statements in terms of sub-regulation (2), or a company that does not elect to file a copy of its audited or reviewed annual financial statements in terms of sub-regulation (3), must file a financial accountability supplement to its annual return in Form CoR 30.2.

 

(5) The Commission—
(a) must establish a system to select and review a sample of financial accountability supplements, audited annual financial statements or independently reviewed annual financial statements that have been filed in terms of this regulation, with the objective of monitoring compliance with the financial record keeping and financial reporting provisions of the Act; and
(b) may issue a compliance notice to any such company setting out changes that are required to the company's practices to better comply with the financial record keeping and financial reporting provisions of the Act.

 

(6) An external company must file its annual return in Form CoR 30.3 together with the prescribed fee set out in Table CR2 B, within 30 business days after the anniversary date of its registration as an external company.

 

(7) If the information furnished by the company on Form CoR 30.1, or by an external company on Form CoR 30.3, differs from the information on the Commissions register and pre-printed on Form CoR 30.1 or Form CoR 30.3 respectively by the Commission, the company or external company must file the applicable CoR form for changing the said information together with Form CoR 30.1 or CoR 30.3 respectively, and pay the appropriate prescribed fee (if any) for such change.

 

(7A) Notwithstanding subregulation (7), a company and an external company shall at all times be required to file the applicable CoR form with the Commission, or where no such CoR form exists, a written notice together with certified copies of all supporting documentation in such manner and form as prescribed by the Commission, regarding changes to the following information:
(a) the name of a company or an external company, on or within 10 business days of the amendment being effected;
(b) the legal type and status of a company or an external company, on or within 10 business days of the amendment being effected;
(c) the address of the registered office of a company or an external company, at least 10 business days before the change has been effected;
(d) the memorandum of incorporation or other similar constitutional or founding documents of a company or an external company, on or within 10 business days of the amendment being effected; and
(e) the full names of the directors of a company or an external company, on or within 10 business days of the amendment being effected.

[Regulation 30(7A) inserted by section 3(d) of the Companies Amendment Regulations, 2023, Notice No. R. 3444, GG48648, dated 24 May 2023 - resultant from the General Laws Amendment Act, 2022, and comes into effect on the date of publication of this Notice]

 

(7B) Failure to file the applicable CoR form timeously, notifying the Commission of a change of such information, as required under the Act and these Regulations constitutes non-compliance by the company or external company under the Act and these Regulations.

[Regulation 30(7B) inserted by section 3(d) of the Companies Amendment Regulations, 2023, Notice No. R. 3444, GG48648, dated 24 May 2023 - resultant from the General Laws Amendment Act, 2022, and comes into effect on the date of publication of this Notice]

 

(8) A company that has been inactive during the financial year preceding the date on which its annual return becomes due under sub-regulation 1, may apply to the Commission for exemption from payment of the prescribed fee contemplated in sub-regulation 1, provided that the application is supported by the financial statements indicating that the company had in fact no turnover during that financial year.

 

(9) The Commission shall provide electronic access to any person to view copies of a company’s annual returns filed with the Commission.

[Regulation 30(9) inserted by section 3(e) of the Companies Amendment Regulations, 2023, Notice No. R. 3444, GG48648, dated 24 May 2023 - resultant from the General Laws Amendment Act, 2022, and comes into effect on the date of publication of this Notice]

 

(10) The Commission shall provide electronic access to view copies of the documents filed together with an annual return with the Commission as contemplated in regulation 30, to such persons and on such conditions as may be determined by the Commission, after consultation with the Minister and the Financial Intelligence Centre.

[Regulation 30(10) inserted by section 3(e) of the Companies Amendment Regulations, 2023, Notice No. R. 3444, GG48648, dated 24 May 2023 - resultant from the General Laws Amendment Act, 2022, and comes into effect on the date of publication of this Notice]