Annual Duty

POST REGISTRATION REQUIREMENTS FOR ALL REGISTERED COMPANIES

POST REGISTRATION OBLIGATIONS

Post registration requirements are obligations which all registered companies are supposed to fulfill once registered.

These include:

  • Filling of annual returns
  • Change of ownership
  • Change of financial year
  • Change of nature of business
  • Changes in the share capital
  • Voluntary Deregistration of companies
  • Change of registered office address

ANNUAL RETURN FOR REGISTERED FIRMS

The Companies Act 28 of 2004 requires that all active Companies/Close Corporations to submit their annual duty returns. Annual duty payable to the Registrar of Companies and Close Corporation Division will be generated on a monthly basis for all entities whose financial year ends during the current month. The prescribed annual duty form for Companies is CM23 and that of a Close Corporation is CC7, which can be downloaded on this site. Failure to pay annual duty constitutes an offence under Section 181 of Companies Act 2004 and Section 26 of the Close Corporation Act, 1988 and the penalty provided under those two Acts.

REPORTS – GENERATE FINES AND REMINDERS FOR FEES IN ARREARS

This activity is normally performed by the Supervisor to generate arrears and reminder reports for organisations, which are late with the payment of their annual duty. Arrears and Reminders are to be generated on a monthly basis at the beginning of the month for fees in arrears as at last date of previous month.

Fines are also generated for organisations which have not settled their dues past the prescribed delay for the payment of their annual duty.

The fine rates applicable on the Annual Duty items (CC7 or CM23) are enshrined in the Companies Act of 2004.

CONSEQUENCES FOR NON PAYMENTS OF ANNUAL DUTIES

Only a maximum of 2 Reminders will be generated for organisations that have not settled their dues. After the 2nd reminder, non voluntary deregistration process for an organization will be automatically initiated. At each stage reminder letters, deregistration notices and letters to Receiver of Revenue and Social Security Commission as applicable will be sent to the owners of the company.

Reminders are generated in the following order:

Step No 1:

  • 1st Reminder letter for annual duty

Step No 2:

  • 2nd Reminder letter also sent to the Receiver of Revenue and Social Security Commission.

If no response is obtained in 30 days from the applicant, Receiver of Revenue and Social Security Commission, then Step number 3 follows.

Step No 3:

  • Intended Deregistration Publication in Government Gazette

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Step No 4:

  • Final Deregistration Publication in Government Gazette

After all these steps, the company is finally deregistered and struck off the system.

VOLUNTARY DEREGISTRATION OF COMPANIES/CLOSE CORPORATIONS

If any Company/Close Corporation that was incorporated ceases to carry on business, it is the duty of the Directors/Members/Agents to apply for Voluntary deregistration of their firm. Below are the summarized steps that should be followed:

Following the approval of an application, the following steps will be covered:

Step 1

  • Applicant/Agent apply for Voluntary deregistration to the Ministry of Trade and Industry/BIPA

Step 2

  • Ministry of Trade and Industry/BIPA receives/reviews the application letter and if the company has outstanding annual duty, a reminder will be sent to the owners of the company.

Step 3

  • If no outstanding Annual duty is found, Ministry of Trade and Industry/BIPA sends a notification of deregistration Company/Close Corporation that they have started the process of deregistration

Step 4

  • Ministry of Trade and Industry/BIPA¬† sends notification letters of deregistration notification letters of Company/Close Corporation to Receiver of Revenue and letter to Social Security Commission that they have started the process of deregistration of the named firm. If there is no objection from these two institutions, the company deregistration process is approved, published in the Government Gazette and the firm is struck off the system.

For more information, visit our frequently Asked Questions on the site

 

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