What is the purpose of the CIPC Compliance Checklist?
The CIPC (Companies And Intellectual Property Commission) introduced the Compliance Checklist to:
Ensure compliance with the Companies Act;
Serve as an educational tool for directors and company secretaries with regard to their responsibilities in terms of the Companies Act; and
Monitor and regulate proper compliance with the mandatory provisions of the Companies Act.
When is the CIPC Compliance Checklist due?
This checklist is mandatory and must be filed within 30 business days after the anniversary date of the company's incorporation.
Who is responsible for completing the CIPC Compliance Checklist?
A Director should complete the questionnaire. The Companies Act states that the business and affairs of a company must be managed by or under the direction of the board and the directors take responsibility for compliance with the Companies Act.
Which period does the CIPC Compliance Checklist refer to?
The CIPC originally required companies to complete the checklist with reference to the previous calendar year. The CIPC has changed the compliance period so it is aligned with the filing of a company's Annual Return. Companies are therefore required to answer the checklist's questions by reference to the 12-month period preceding the anniversary date of their incorporation (referred to by the CIPC as the "Compliance Year").
Which companies need to submit a CIPC Compliance Checklist?
It is mandatory for the following companies:
Private Companies (only applies to Companies whose Annual Financial Statements are Audited or Independently Reviewed)
Personal Liability Companies
Public Listed and Unlisted Companies
State-owned Companies
Non-profit Companies
What is included in the CIPC Compliance Checklist?
A company needs to indicate whether they where compliant in terms of the following sections of the Companies Act by answering Yes, No or N/A:
Section 4: Solvency and Liquidity
Section 15: Memorandum of Incorporation (MOI), Shareholder Agreements and Company Rules
Section 26: Access to Company Records
Section 27: Financial Year of Company
Section 28: Accounting Records
Section 29: Financial Statements
Section 30: Annual Financial Statements
Section 32: Company Name and Registration Number
Section 33: Annual Returns
Section 44: Financial Assistance
Section 45: Loans to Directors
Section 50: Share Registers: Financial Year of Company
Section 61: Shareholders Meetings
Section 66: Board, Directors and Prescribed Officers
Section 69: Eligibility of Directors
Section 70: Vacancies on The Board
Section 71: Removal of Directors
Section 86: Appointment of Company Secretary
Section 90: Appointment of Auditor
Section 92: Rotation of Auditors
Section 94: Audit Committees
Regulation 21: Registered Address of Company
Regulation 43: Social and Ethics Committees
Schedule 1: Provisions Concerning Non-Profit Companies
Incorrect information submitted on CIPC Compliance Checklist?
If, for any reason, incorrect information was submitted, send an email to [email protected] and explain why incorrect information was provided and why it should be rectified. CIPC will decide if your reason is acceptable.
What are the implications for providing false information on the CIPC Annual Return?
As per Section 215(2)(e) of the Act, a person who knowingly provides false information to CIPC commits an offence. Section 216(b) of the Act holds such a person liable to pay a fine or be imprisoned or both fined and imprisoned for a period not exceeding 12 months.