CIPC Compliance User Manual

Table of Contents

• Overview
• Getting Started
• Entity Types
• Managing CIPC Entities
• Compliance Items
• Annual Returns
• Beneficial Ownership Register
• Directors and Members
• Shareholders
• Documents
• Reports
• Compliance Notifications
• Operational Checklist
• Troubleshooting

Overview

The CIPC Compliance module tracks statutory obligations for companies and close corporations registered with the Companies and Intellectual Property Commission (CIPC) under the Companies Act 71 of 2008 and the Close Corporations Act 69 of 1984.

Each registered entity is linked to a client and optionally to a specific matter. The module monitors due dates, generates compliance tasks, sends overdue alerts, and produces the statutory reports required by the CIPC and by Law Society practice management rules.

Key Capabilities

• Maintain a register of all entities (companies, CCs, trusts, sole proprietors, and more) linked to clients and matters.
• Track 14 categories of compliance obligation, each with the correct CoR form reference.
• Automatically generate annual return line items based on the entity's financial year-end.
• Monitor and flag overdue compliance items across the entire practice.
• Maintain the Beneficial Ownership (BO) register and record each filing date.
• Produce the Overdue Compliance Report, Compliance Summary Report, and BO Register Report.

Getting Started

Open the module from Compliance → Company Secretarial. The two most common entry points are:

• CIPC Explorer for browsing entities by client;
• CIPC Dashboard for seeing overdue items and filing reminders.

Before creating a compliance item, make sure the entity has the correct registration number, entity type, registration date, and financial year-end values. Those fields drive the annual return and reminder logic.

Entity Types

The module supports eight entity types, each governed by different legislation and CIPC filing rules.

Close corporations follow a different annual return deadline from companies: the return must be submitted by the last day of the month in which the anniversary falls, whereas companies have 30 business days from the anniversary date.

Entity Status Values

• Active — in good standing with CIPC.
• Deregistered — removed from the CIPC register; trading is unlawful.
• In Liquidation — liquidation proceedings have commenced.
• Dormant — registered but not trading; annual returns still required.
• Reinstated — previously deregistered, restored to the register (CoR40.5).

Managing CIPC Entities

Opening the CIPC Explorer

Navigate to Window → CIPC Compliance → Explorer to open the entity tree. The left panel lists all entities grouped by client. Selecting an entity opens its detail view on the right.

Adding a New Entity

1. In the CIPC Explorer toolbar click Add Entity, or right-click any client node and choose Add CIPC Entity.
2. Complete the Entity Dialog:
   • Registration Number — CIPC-issued registration number (e.g., 2019/123456/07 for a private company or CK2005/012345/23 for a CC).
   • Entity Name — registered name as it appears on the CIPC certificate.
   • Entity Type — select from the eight supported types.
   • Entity Status — defaults to Active.
   • Registration Date — date of incorporation; used to calculate annual return due dates.
   • Financial Year-End Month — month number (1–12) of the financial year-end; used when generating the Financial Accountability Supplement (CoR30.2) item.
   • Registered Address — address held at CIPC.
   • Tax Number — SARS income tax reference number.
   • Client — link to an existing client record.
   • Matter (optional) — link to the matter managing this entity's affairs.
   • Notes — free-text field for internal annotations.
3. Click Save. The entity appears in the Explorer tree under the linked client.

Editing an Entity

Double-click any entity in the Explorer to open the Entity Editor. All fields are editable. Changes are saved when you click Save or use Ctrl+S.

Linking an Entity to a Matter

Open the matter in the Matter Editor, select the CIPC tab, then click Add Entity to link an existing entity or create a new one pre-linked to that matter.

Alternatively, right-click an entity in the Explorer and choose Assign to Matter.

Searching Entities

Use the search bar at the top of the CIPC Explorer. You can search by entity name, registration number, or client name. The search is case-insensitive and matches partial strings.

Compliance Items

Compliance Item Types

Each compliance obligation belongs to one of 14 categories. The table below lists the type, the applicable CIPC form, and which entity types are affected.

Viewing Compliance Items

Open an entity and select the Compliance tab. Items are listed in a table showing:

• Type — compliance obligation category.
• Due Date — statutory or internally-set deadline.
• Status — Pending, Complete, Overdue, or Waived.
• Notes — free-text detail or CIPC reference numbers.
• Completed By / On — user and date when the item was marked complete.

Adding a Compliance Item

1. On the entity's Compliance tab click Add Item.
2. Select the Type from the dropdown.
3. Set the Due Date.
4. Optionally enter a Description and any reference numbers.
5. Click Save.

Marking an Item Complete

1. Select the compliance item in the table.
2. Click Mark Complete or right-click and choose Mark as Complete.
3. In the dialog confirm the Completion Date (defaults to today) and enter any relevant CoR reference number or submission receipt number.
4. Click Confirm. The item's status changes to Complete and the completed-by details are recorded.

Overdue Items

The system refreshes overdue statuses automatically when you open the CIPC Dashboard or run the Overdue Compliance Report. An item becomes Overdue when its due date has passed and its status is still Pending.

You can also trigger a manual refresh from the Dashboard toolbar by clicking Refresh Overdue Statuses.

Annual Returns

How Annual Returns Are Generated

Annual return compliance items are generated automatically by the Generate Annual Return Items action. You can invoke this from:

• The entity's Compliance tab → toolbar button Generate Annual Returns.
• The CIPC Dashboard → Actions → Generate Annual Return Items for All Entities.

The generation logic applies the correct deadline rule per entity type:

• Companies — due date is 30 business days after the anniversary of the registration date in the current year. Business days exclude Saturdays, Sundays, and South African public holidays.
• Close Corporations — due date is the last calendar day of the anniversary month in the current year.

If an annual return item already exists for the current year (based on due date falling in the current calendar year), a duplicate is not created.

Filing an Annual Return

Annual returns are filed directly on the CIPC e-Services portal (www.cipc.co.za). Once filed:

1. Locate the Annual Return compliance item for the entity.
2. Click Mark Complete and enter the CIPC confirmation number from the filing receipt.
3. Set the Completion Date to the actual submission date.

Annual Return Fee Calculation

The CIPC calculates annual return fees based on the entity's annual turnover. The correct turnover bracket and fee must be selected on the CIPC portal at time of filing. The compliance module does not calculate fees — it only tracks whether the return has been filed and the deadline by which it must be filed.

Late Filings

A company that fails to file its annual return for two or more consecutive years will be deregistered by CIPC. Update the entity status to Deregistered if deregistration occurs, and create a Company Reinstatement (CoR40.5) compliance item to track the reinstatement process.

Beneficial Ownership Register

Legislative Requirement

Section 56B of the Companies Act (inserted by the General Laws Amendment Act 22 of 2022) requires every company and CC to maintain a register of beneficial owners (natural persons who ultimately own or control ≥ 5% of the voting rights or economic interest) and to file this register with CIPC.

Recording a BO Filing

1. Open the entity and select the Compliance tab.
2. Locate the Beneficial Ownership Filing item or create a new one.
3. After filing on the CIPC portal, mark the item complete and record the confirmation number.
4. Update the BO Last Filed Date field on the entity's detail view to the filing date. This date is shown on the BO Register Report and is used to identify entities with stale filings.

BO Register Report

The BO Register Report lists all entities with their last BO filing date. Entities whose BO filing is overdue or missing are highlighted. Open the report from Reports → CIPC → Beneficial Ownership Register.

The report can be filtered by:

• Entity type
• Client
• Date range (last filed between)
• Filing status (filed / not filed / overdue)

Directors and Members

Adding a Director (Companies)

1. Open the entity and select the Directors tab.
2. Click Add Director.
3. Complete the Add Director Dialog:
   • Full Name and ID Number (or passport number for foreign nationals).
   • Appointment Date.
   • Director Type — Executive, Non-Executive, Alternate.
   • Email and Phone (for CIPC correspondence).
4. Click Save.

When a director is added or removed, create a Director Change (CoR39) compliance item to track the CIPC notification filing.

Removing a Director

Select the director in the Directors tab and click Remove Director. Enter the Resignation Date. The director record is retained for audit purposes with their end date recorded.

Adding a Member (Close Corporations)

1. Open the CC entity and select the Members tab.
2. Click Add Member.
3. Enter the member's details including their Member Interest Percentage (total across all members must equal 100%).
4. Click Save.

When a member joins, leaves, or changes their interest percentage, create a Member Change (CK2) compliance item.

Shareholders

Adding a Shareholder

1. Open the entity and select the Shareholders tab.
2. Click Add Shareholder.
3. Enter:
   • Shareholder Name — individual or juristic person.
   • ID / Registration Number.
   • Number of Shares held.
   • Share Class (Ordinary, Preference, etc.).
   • Acquisition Date.
4. Click Save.

Share Transfers

When shares are transferred between parties:

1. Update the shareholder records — reduce the seller's holding (or remove if fully transferred) and add or update the buyer's holding.
2. Create a Share Transfer compliance item to record the transaction date and parties.

Companies with a securities register obligation must also update their internal securities register. The CIPC is not directly notified of every share transfer unless it triggers a change in beneficial ownership requiring an updated BO filing.

Documents

The Documents tab on each entity stores copies of key statutory documents:

• Certificate of Incorporation
• Memorandum of Incorporation (MOI)
• CIPC Annual Return confirmation receipts
• BO filing confirmations
• CoR form submissions and receipts
• Resolutions (director appointments, name changes, etc.)

Uploading a Document

1. Select the Documents tab on the entity.
2. Click Upload Document.
3. Choose the file and assign a Document Type and optional description.
4. Click Save.

Documents are stored linked to the entity and are accessible from the entity's detail view or the linked matter's document list.

Reports

Overdue Compliance Report

Lists all compliance items across all entities where the due date has passed and the status is still Pending (i.e., overdue).

Open: Reports → CIPC → Overdue Compliance Report

Filters:

• Entity type
• Client
• Compliance item type
• Overdue by (number of days)

The report can be exported to PDF or CSV. It is intended to be run at least weekly to identify time-sensitive filing obligations.

Compliance Summary Report

Provides a per-entity summary of all compliance items: how many are complete, pending, and overdue.

Open: Reports → CIPC → Compliance Summary Report (or right-click an entity → Entity Compliance Summary Report)

When run for a single entity, the report includes all compliance items in chronological order. When run for multiple entities it shows totals per entity with drill-through to the detail.

Beneficial Ownership Register Report

Lists every entity with its last BO filing date and filing status.

Open: Reports → CIPC → Beneficial Ownership Register

Use this report to identify entities that have never filed a BO register or whose last filing pre-dates CIPC's annual re-filing requirements.

Compliance Notifications

The system can send automatic notifications when compliance items are approaching their due date or become overdue. Notification recipients are configured per entity.

Notification Triggers

Lead times are configurable in Tools → Options → CIPC Compliance → Notifications.

Notification Recipients

Recipients can be configured at two levels:

• Practice level — a default notification email (e.g., the compliance officer) that receives alerts for all entities.
• Entity level — additional recipients specific to that entity (e.g., the client's own company secretary email).

Configure recipients in the entity's Notifications tab or in Tools → Options → CIPC Compliance → Default Recipients.

Operational Checklist

Use this quick checklist for everyday CIPC work:

1. Confirm the entity is linked to the correct client and matter.
2. Check that the registration details are complete.
3. Add or review the correct compliance items.
4. Generate annual return items when a new year starts.
5. File the statutory documents on the CIPC portal.
6. Mark the item complete in the system and capture the confirmation number.
7. Review overdue notifications weekly.

This sequence keeps the explorer, dashboard, and report views aligned.

Troubleshooting

An entity I added does not appear in the Explorer

The Explorer tree is populated on load. After adding an entity, click the Refresh button in the Explorer toolbar or press F5 to reload the tree.

Annual return items are not being generated

Verify the following on the entity:

• Registration Date is set. The anniversary cannot be calculated without it.
• Entity Type is set to a type subject to annual returns (companies and CCs only — trusts and sole proprietors are excluded).
• The entity status is Active or Dormant. Annual return generation is skipped for deregistered entities.

If all fields are correct, run Generate Annual Return Items from the entity's Compliance tab directly. If the item already exists for the current year, the system will not create a duplicate.

A compliance item shows as overdue but has been filed

The item must be explicitly marked complete in the system. CIPC filings are not automatically detected — you must mark the item complete and enter the confirmation number after filing on the CIPC portal.

The BO Last Filed Date is not updating

The BO Last Filed Date field on the entity detail view must be updated manually after each BO filing. It is a separate field from the compliance item status. Update it by opening the entity editor, setting the date, and saving.

An entity was deregistered by CIPC but the system shows it as Active

Update the entity status:

1. Open the entity editor.
2. Change Entity Status to Deregistered.
3. Save.
4. Create a Company Reinstatement (CoR40.5) compliance item if the client intends to reinstate the company, with the target reinstatement date as the due date.

The Overdue Compliance Report shows items for entities no longer managed

Either mark those items as Waived (if the obligation no longer applies) or change the entity status to a terminal state (Deregistered, In Liquidation). The Overdue Compliance Report excludes items for deregistered entities by default. You can also delete the compliance items if they were created in error.

Duplicate compliance items appear for the same obligation

This can occur if Generate Annual Return Items was run multiple times manually before the deduplication logic was improved. Remove the duplicate items by selecting them in the Compliance tab and clicking Delete. The delete action requires the CIPC Compliance — Delete Item permission.