In 2025, CIPC introduced a critical change: your Annual Return cannot be filed unless your Beneficial Ownership (BO) declaration is complete and current. Over 500,000 companies have been flagged for non-compliance. This guide walks you through the exact steps to file your annual return and avoid deregistration.
Who This Is For
- Company directors and secretaries
- Close corporation members
- Business owners managing their own compliance
- Accountants filing on behalf of clients
What You'll Learn
- The 2025 BO-to-Annual Return link and why it matters
- Step-by-step annual return filing process
- How to complete your Beneficial Ownership declaration
- Common errors and how to avoid them
- What to do if you're already flagged for deregistration
Prerequisites
- CIPC customer code and password
- Company registration number (CK or registration number)
- ID documents for all directors/members
- Details of anyone holding 5%+ ownership interest
Section 1: Understanding the 2025 Changes
1.1 The Beneficial Ownership "Hard Stop"
As of 1 July 2024, CIPC implemented a hard stop: if your BO declaration is incomplete, incorrect, or outdated, your Annual Return submission will be blocked.
What counts as "incomplete":
- Missing directors or members
- Outdated ID numbers or addresses
- No declaration on file at all
- Percentage ownership doesn't add to 100%
1.2 Why This Matters Now
South Africa's progress on the FATF greylist removal came with increased compliance requirements. CIPC now shares BO data with SARS, meaning discrepancies can trigger tax audits.
- Company cannot trade legally
- Cannot bid for tenders
- Cannot open or maintain bank accounts
- Directors face fines up to R1 million or imprisonment
Section 2: Before You File
2.1 Gather Your Documents
| Document | Why You Need It |
|---|---|
| Company registration docs (COR14.1/CK1) | Verify company details |
| ID copies for all directors/members | BO declaration |
| Proof of address for all natural persons | BO declaration |
| Shareholding register or members' interest | Calculate ownership % |
| Previous year's annual return | Reference |
2.2 Check Your Current Status
- Go to eservices.cipc.co.za
- Log in with your customer code
- Click "Company/CC Search"
- Enter your registration number
- Review "Business Status" and "Compliance Status"
Section 3: Filing Your Beneficial Ownership Declaration
3.1 Who is a Beneficial Owner?
A beneficial owner is any natural person who:
- Directly or indirectly owns 5% or more of the company
- Exercises control over the company (even without ownership)
- Has the right to appoint/remove directors
- Has significant influence over management decisions
3.2 Step-by-Step BO Filing
Access the BO Module
- Log into CIPC eServices
- Select your company
- Navigate to "Beneficial Ownership"
Add Each Beneficial Owner
For each person, enter:
- Full legal name (as on ID)
- ID number or passport number
- Nationality
- Date of birth
- Residential address
- Nature of ownership/control
- Percentage of ownership
Declare Control Structures
If ownership is through another entity:
- Add the entity details
- Trace to the ultimate natural person
- Document the chain of ownership
Submit and Verify
- Review all entries
- Submit the declaration
- Save the confirmation reference
- ☐ All directors listed
- ☐ All 5%+ shareholders listed
- ☐ Percentages add to 100%
- ☐ All ID numbers verified
- ☐ Addresses are current
- ☐ Trust/entity ownership traced
Section 4: Filing Your Annual Return
4.1 Filing Window
Annual returns are due within 30 days of your anniversary month (month of incorporation).
| Company Type | Due Date |
|---|---|
| Private Company (Pty) Ltd | Anniversary month |
| Public Company (Ltd) | Anniversary month |
| Close Corporation (CC) | Anniversary month |
| Non-Profit Company (NPC) | Anniversary month |
4.2 Step-by-Step Annual Return Filing
Navigate to Annual Returns
- Click "Transact"
- Select "Annual Returns"
- Choose your company
Verify Company Information
Review and update if necessary:
- Registered address
- Principal business address
- Business activity (SIC codes)
- Email address for correspondence
Complete Financial Accountability Supplement (FAS)
For companies with turnover under R10 million (non-AFS required):
- Total annual turnover
- Total number of employees
- Solvency confirmation
Make Payment
| Company Type | Fee (2025) |
|---|---|
| Private Company | R125 |
| Close Corporation | R50 |
| Non-Profit | R30 |
Payment methods: Credit card, EFT, or debit order
Download Confirmation
- Save the AR21 confirmation
- Store in your compliance folder
Section 5: Common Mistakes to Avoid
- Not updating BO first
The AR will block if BO is incomplete
- Wrong ID numbers
Typos cause validation failures
- Missing shareholders
Even dormant shareholders must be declared
- Not updating after changes
Director changes require immediate BO update
- Waiting until the last day
System congestion causes timeout errors
- Using outdated browser
CIPC eServices requires modern browsers
Section 6: If You're Already Flagged
Deregistration Process Timeline
- First notice: 30 days to comply
- Second notice: Final 30 days
- Gazette publication: Company deregistered
- Final deregistration: Legal status terminated
How to Reinstate
If your company has been deregistered:
- Complete Form CoR40.5 (Application for Reinstatement)
- Provide proof of economic activity at time of deregistration
- Pay all outstanding annual returns + penalties
- Submit to CIPC
- Wait for processing (can take 4-8 weeks)
Frequently Asked Questions
Can I file the annual return if my BO is incomplete?
No. Since July 2024, the system blocks AR filing until BO is complete.
How often must I update BO?
Whenever there is a change in beneficial ownership or control, and at least annually when filing your AR.
What if I'm a sole shareholder and director?
You still need to complete the BO declaration listing yourself.
Can my accountant file on my behalf?
Yes, with proper authorization on the CIPC portal.
What's the penalty for late filing?
R100 per month late, plus risk of deregistration after 2 years.
Next Steps
- Complete your BO declaration today
- File your annual return
- Set a calendar reminder for next year
- Download our Compliance Calendar template
Need Help With CIPC Registration or Compliance?
Get quotes from verified company secretaries and compliance consultants who can handle your annual returns, beneficial ownership declarations, and other CIPC filings.
- Verified & B-BBEE compliant providers
- Free quotes, no obligation
- Compare multiple providers
- POPIA compliant process