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ANNUAL RETURNS FOR CLOSE

CORPORATION

MANUAL

VERSION 1.2

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Index

INTRODUCTION TO ANNUAL RETURNS FOR CLOSE CORPORATIONS................. 3

Legal framework of Annual Returns ............................................................................ 3

Close Corporations Act, 69 of 1984 ............................................................................. 3

Close Corporations Administrative Regulations ....................................................... 4

Purpose of Annual Returns ............................................................................................ 4

CIPRO contact details ..................................................................................................... 5

STEP-BY-STEP GUIDE: .................................................................................................... 6

Section 1: Login to CIPRO Website and Annual Return Lodgement Application ............ 6

Section 2: Annual Return Application Form ......................................................................... 9

Section 3: Close Corporation Information .......................................................................... 12

Section 4: Details of Accounting Officer ............................................................................. 13

Section 5: Detail of Member(s) ............................................................................................ 14

Section 5.1: Detail of Member(s) ......................................................................................... 15

Section 5.2: Detail of Testamentary Trust(s)..................................................................... 16

Section 5.3: Detail of Inter Vivos Trust(s) .......................................................................... 17

Section 5.4: Details of executor, administrator, curator and other ................................ 18

Section 7: Saving Application Form ..................................................................................... 20

Section 8: Retrieval of Saved Annual Return Application Form ...................................... 22

Section 9: Completing the Annual Return Lodgement Application Form ....................... 23

Section 10: Submitting of CK2 and CK2A ........................................................................... 28

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INTRODUCTION TO ANNUAL RETURNS FOR CLOSE CORPORATIONS

Legal framework of Annual Returns

The framework for annual returns is determined by the Close Corporations Act, 69 of 1984 and the Close

Corporations Administrative Regulations.

Close corporations are compelled to lodge annual returns once a year within the month of its anniversary date or the month thereafter lodge and pay its annual returns. Such annual return must be lodged in the

electronic format as provided by the Registrar of Close Corporations. Failure to comply may lead to deregistration of the close corporation.

It should be noted that the lodgement of an annual return does not give legal affect to changes indicated therein. To legally affect changes to a close corporation a CK2 and/or CK2A must also be lodged. In

order to facilitate the lodgement of the CK2 and/or CK2A, the annual return lodgement system will generate the necessary forms for signing by the members or accounting officer (which ever applicable)

after the annual returns has been lodged.

The annual return information may be regarded as the latest information of the close corporation in the

absence of any compliance of the Close Corporations Act (example: failure to update the Registrar of Close Corporations when accounting officer information has changed)

Close Corporations Act, 69 of 1984

Section 15A:

“(1) In order to assist the Registrar to determine whether the information required to be disclosed in terms of this Act by a corporation has been disclosed and is still valid, every corporation shall not later than the end of the month following upon the month within which the anniversary of the date of its incorporation occurs, on payment of the prescribed fee, lodge with the Registrar a return in the prescribed form.

(2) A copy of the annual return contemplated in subsection (1) shall be kept at the registered office of the corporation, and the provisions of section 16 relating to the inspection of the founding statement and proof of its registration shall apply mutatis mutandis to the annual return by a corporation.

(3) Any corporation which has failed to lodge a return required by subsection (1) within the period prescribed therein, may thereafter lodge such return subject to the payment to the Registrar of the prescribed additional fee in respect of each such failure: Provided that the Registrar may, upon good cause shown, waive payment of the fee concerned.

(4) The information required to be disclosed in terms of this Act as disclosed in the latest annual return of a corporation will, in the absence of any subsequent compliance with any relevant disclosure requirement of this Act, be regarded as the latest disclosed information in respect of the corporation concerned.”

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Close Corporations Administrative Regulations

Regulation 16A:

“(1) The annual return contemplated in section 15A of the Act must be loaded electronically with the Registrar in the format as made available for electronic completion and lodgement on the CIPRO portal and must contain particulars in respect of at least the following matters:

a) The registered name, registered translated and shortened form of the name, if any, and trading name, if any of the corporation;

b) registration number of the corporation;

c) the main business of the corporation;

d) date of incorporation of the corporation;

e) the end of the financial year of the corporation;

f) the end of the period of the latest annual financial statements which has been approved by members and for which the accounting officer has issued his/her report;

g) the registered or postal addresses of the corporation;

h) the amount of the turnover as contained in the latest annual financial statements which has been approved by members and for which the accounting officer has issued his/her report;

i) telephone and other contact numbers and addresses of the corporation;

j) the following information of the accounting officer of the corporation -

i) the name of the accounting officer;

ii) the registration number of the accounting officer if it is either a firm as defined in section 1 of the Public Accountants' and Auditors Act, 1991 (Act No. 80 of 1991) or a corporation;

iii) the Postal address of the accounting officer;

iv) the profession of the accounting officer; and

v) the practice or membership number of the accounting officer;

k) the members of the corporation;

l) managers of the corporation (if any);

m) the aggregate of the contributions made by members in terms of section 24 of the Act;

n) such other information relating to information to be disclosed in terms of the Act and these Regulations as may be required in the annual return.

(2) The prescribed fees for lodgement of annual return are contained in Schedule 1.

(3) The information required under sub-regulation (1) must be furnished as required irrespective of whether the same information was previously furnished in any CK form or not.”

Purpose of Annual Returns

The lodgement of annual returns has two purposes. Firstly, it provides the Registrar of Close Corporations

with the latest information of the close corporation. Secondly, it enables the Registrar of Close Corporations to determine whether the close corporation is still in business.

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CIPRO contact details

For any assistance or enquiries relating the annual returns for close corporations the dti call centre or the

annual returns for close corporations help desk may be contacted.

The dti call centre: 0861 843 384

Help desk: cc-support@cipro.gov.za

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STEP-BY-STEP GUIDE:

Section 1: Login to CIPRO Website and Annual Return Lodgement Application

CIPRO WEBSITE:

www.cipro.gov.za Customer Log In

Field “UserName” Type in your Customer Code

Field “Password” Field

Type in your Password Button “Login”

Click on “Login”

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Start Here… Select “Close Corporations”

Select “Lodge Annual Return”

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Select “4. Submit and pay annual return”

Select “4.1 Submit new Annual Return”

Field “Enterprise Name”

Type in the Enterprise Name

Field “Enterprise Number” Type in the Enterprise Number without any forward slashes

Field “Last Turnover” Type in the turnover amount as per the last approved financial statements

Tick box

Click the tick box after reading the terms and conditions Button “Annual Return”

Click on “Annual Return”

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Section 2: Annual Return Application Form

Confirm and read the information as displayed

Button “Continue to Lodge Annual Return” Click on “Continue to Lodge Annual Return”

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Take note of the validation errors that are displayed on the screen since such information must be

provided when lodging the annual return.

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NOTE: The annual return will be prepopulated with the close corporation information as on CIPRO’s database. If the information is incorrect, and it is a changeable field, the latest information must be

provided.

NOTE: Fields marked a blue triangle are mandatory fields.

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Section 3: Close Corporation Information

The first section of the annual returns application form consists out of the general close corporation

information. If information is incorrect, and it is a changeable field, the latest information must be provided.

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Section 4: Details of Accounting Officer

Select “Accounting Officer”:

Select the accounting officer name to display the full information relating to the accounting officer Button “Add Accounting Officer”:

Select “Add Accounting Officer” to add a new accounting officer

Complete the Accounting Officer section by verifying and completing the indicated fields

Button “Accept Changes and Minimize”:

Click “Accept Changes and Minimize” to proceed

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Section 5: Detail of Member(s)

The rest of the application form makes provision for all types of membership and representative capacities

for the holding of such membership and care should be taken to select only the appropriate sections for completion.

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Section 5.1: Detail of Member(s)

Select “Surname/Enterprise Name”:

Select the member’s name to display the full information relating to the member Button “Add Natural Member”:

Select “Add Natural Member” to add another member NOTE:

1) A member may either be a natural person or a juristic person. 2) For purposes of the return juristic person refers to trusts, close corporations and companies. This is

not the legal definition. The distinction is made in order to make the lodge of the return more user

friendly.

Complete the Members Information section by verifying and completing the indicated fields

Button “Accept Changes and Minimize”: Click “Accept Changes and Minimize” to proceed

Button “Add Natural Member”:

Select “Add Natural Member” to add another member

NOTE: That the number of members information provided will be verified with the number of members specified under the general close corporation information section

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Section 5.2: Detail of Testamentary Trust(s)

Select “Enterprise Name”: Select the enterprise’s name to display the full information relating to the testamentary trust

Button “Add Testamentary Trust”: Select “Add Testamentary Trust” to add a testamentary trust

Button “Add Representative Trustee”:

Select “Add Representative Trustee” to add the details of the representative trustee of the testamentary

trust Button “Add Other Natural Trustee”:

Select “Add Other Natural Trustee” to add the details of any other natural person trustees that is not appointed as the representative trustee

Button “Add Other Juristic Trustee”:

Select “Add Other Juristic Trustee” to add the details of any other juristic person (company, close corporation or trust) that is not appointed as the representative trustee.

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Section 5.3: Detail of Inter Vivos Trust(s)

Select “Enterprise Name”: Select the enterprise’s name to display the full information relating to the inter vivos trust

Button “Add Inter Vivos Trust”: Select “Add Inter Vivos Trust” to add an inter vivos trust

Button “Add Representative Trustee”:

Select “Add Representative Trustee” to add the details of the representative trustee for the inter vivos

trust Button “Add Other Natural Trustee”:

Select “Add Other Natural Trustee” to add the details of any other natural person trustee that is not appointed as the representative trustee

Button “Add Other Juristic Trustee”:

Select “Add Other Juristic Trustee” to add the details of any other juristic person trustee (company, close corporation or trust) that is not appointed as the representative trustee

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Section 5.4: Details of executor, administrator, curator and other

Select “Surname/Enterprise Name”:

Select the Surname/Enterprise Name to display the full information relating to the executor, curator, administrator or other, acting in a nomine officii capacity for a member or trust

Button “Add Executor”: Select “Add Executor” to add an executor, curator, administrator or other, acting in a nomine officii

capacity for a member or trust

Button “Add Joint Executor”:

Select “Add Joint Executor” to add the details of a joint executor, curator, administrator or other

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Section 6: Management Information

Select “Surname/Enterprise Name”: Select the member’s name to display the full information relating to the manager

Button “Add Natural Manager”:

Select “Add Natural Manager” to add an additional manager who is a natural person Button “Add Juristic Manager”:

Select “Add Juristic Manager” to add an additional manager who is a juristic person

Complete the Manager Information section by verifying and completing the indicated fields

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Section 7: Saving Application Form

Button “Save”:

Select “Save” button at the bottom of the page to save the information. NOTE: An annual returns may be saved although the application is not completed in order to complete it

at a later stage

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NOTE: Take down the tracking number to access it at a later stage

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Section 8: Retrieval of Saved Annual Return Application Form

Select “4. Submit and pay annual return”

Select “4.2 Recall a saved Annual Return for tracking number and enterprise name”

Field “Tracking Number” Type in the Tracking Number

Field “Enterprise Number”

Type in the Enterprise Number without any forward slashes Button “Recall Annual Return”

Click on “Recall Annual Return”

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Section 9: Completing the Annual Return Lodgement Application Form

Button “Verify Annual Return”:

Click on “Verify Annual Return” to request the verification page

Validation Error:

A validation error will appear indicating any outstanding information on the application form Button “OK”:

Click on “OK” to go back to the application form

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Button “Submit and Pay Annual Return”: Click on “Submit and Pay Annual Return” button to submit the annual return

Note: Once the submit button was clicked the prescribed fee and if applicable the penalty fee will be

deducted from the relevant customer code

Button “Info to Save and Email”:

Click on “Info to Save and Email” button to save the information in order to email it

Note: In order to use this functionality CutePdf is required. Click on “OK” to proceed. Follow the

instruction in the message box to download CutePdf.

Button “Edit”: Click on “Edit” button to save the information

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NOTE: The Close Corporation Annual Return Hybrid Lodgment certificate will be displayed

Button “Info To Save And Email”: Select the “Info To Save And Email” to save and email the information to your client

Button “Lodgement of CK2/CK2A”: Select “Lodgement of CK2/CK2A” to lodge the CK2/CK2A

Button “Edit”:

Select the “Edit” to rectify the information before lodgement

Button “Print Hydrid Lodgement”:

Select the “Print Hydrid Lodgement” to print the CK2 lodgement

Button “Show Annual Return Certificate Disclosure”: Select the “Show Annual Return Certificate Disclosure” to display the Annual Return Certificate

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Button “Print”:

Select the “Print” button to print certificate Button E-Mail”:

Select the “E-mail” button to e-mail the certificate to your e-mail address Button “Close”:

Select “Close” button to close the certificate page

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Section 10: Submitting of CK2 and CK2A

NOTE: If there is any change on the lodgment the system will inform you how to update CIPRO’s official

register

Button “Lodgment of CK2/2A”:

Select “Lodgment of CK2/2A” to lodge the CK2 and/or CK2A electronically via the hybrid lodgement system

NOTE: The “Hybrid Lodgement” page will be displayed

Button “Print Hybrid Lodgement”:

Select “Print Hybrid Lodgement” to print the CK2 and/or CK2A

NOTE: Sign the document with the relevant parties and lodge at CIPRO offices

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