Questions by SAICA and answers from CIPRO regarding annual returns for private companies. 
As at 15 April 2005


Question: Can the procedure be changed so that auditors of companies can lodge returns and not only directors and officers?
15.4.05 Answer: Yes, procedure already changed. Any person that is mandated to represent the company will be able to lodge the AR. All that is required is that there be funds in the account of the person lodging the AR..........that is the verification.

Question: What is the definition of turnover? Should the turnover in the latest audited financial statements be used?
15.4.05 Answer: Yes

Question: When will the website be available to lodge returns?
Answer: The CIPRO website at www.cipro.co.za is available for accessing the annual return lodgements as from 1 May 2005.

Question: Please could you send me an electronic copy of the annual return form that needs to be filled in.
Answer: The process for lodgements of annual returns is fully electronic; all the general information required in respect of a company is completed electronically.
Further question: Members are asking for a copy of what needs to be lodged so that they can circulate it to staff for training purposes and also alert clients about what is required. The copy would not be used for submission. Is a copy available at this stage?
15.4.05 Further answer: Companies will have at least 2 months before the 1st AR will be due. The form can then be accessed via the website for training purposes as there will be time available to them. They will then be able to see what information is required so as to inform their clients. No hard copies will therefore be necessary.

Question: Most private companies do not have a "Registered Secretary" as allowed by the Companies Act.  The detail in item 2,3 on the "Annual Return User Guide" on the CIPRO website is not clear.  If the company does not have a secretary is there an obligation to register an agent called "Company Secretary" and if so how is this done?
Answer: It is a requirement that any person who intends lodging an annual return needs to register themselves as a customer first on the CIPRO website and create a customer code which is used for lodging the return and also as a reference when depositing funds into the CIPRO bank account. There is no obligation in terms of the Companies Act, 61 of 1973 for a private company to register a company secretary. When registering as a customer a person can use the option of a normal customer rather than that of a company secretary.

Question: Members are asking whether a CM 27A needs to be completed. What is the situation?
Answer: There is no need for completing a CM 27A for purposes of lodging a return for a private company.

Question: What is the situation with section 21 companies?
Answer: Section 21 companies are also obliged to submit annual returns in terms of section 173 of the Companies Act, but they are not obliged to pay the prescribed fee. An arrangement has to be made with the Registrar to allow a successful lodgement of the return.
Further question: With regard to section 21 companies reference is made to an arrangement with CIPRO. Do you have details about this arrangement e.g. who to contact at CIPRO about it?
Answer: outstanding

Question: Must dormant companies also submit annual returns?
Answer: All companies are obliged to submit annual returns, as long as they are registered with CIPRO.

Question: Can an indication be given as to when close corporations will be required to lodge annual returns?
Answer: Lodgement of annual returns for close corporations is intended for the beginning of 2006, but an exact date is still to be decided on.

Question: Will a separate user guide be produced for private companies
Answer: Yes, an updated annual return user guide for private companies will be produced.

Question: Can links be installed between "annual returns" and the actual database to update the actual database simultaneously for at least some fields, for example addresses and identity numbers of directors?
15.4.05 Answer: Our Legal drafting dept is working on exactly that as there are Companies Act implications. The wheels of legislative amendments turn slowly and the process and consultation with stakeholders, namely parliament and the portfolio committee etc is a lengthy one.

Question: Please can provision be made to save data punched into the CIPRO website at any stage as the page expires regularly with the result of data captured being lost.
15.4.05 Answer: Will take up with IT department and developers.

Question: Please can the period of time between payment and activation of a CIPRO customer be expedited.
15.4.05 Answer: The CIPRO Revenue department has been trying to assist in this regard. They have met with the banks, but according to the CIPRO revenue department, they are restricted by bank policy and approval procedures.

Question: The website is often not available and the speed of the site is unacceptable. What is being done about this?
15.4.05 Answer: Unfortunately this is an ongoing problem that has to be addressed at extremely senior level. The problem is that CIPRO after moving into the new DTI campus is bound to use the services of SITA as dictated to by the DTI ICT dept. We are not allowed to use an external service provider as in the past , namely UUNET. This has caused various problems with the internet and the line. It is being addressed at a higher level.

Question: Is a public entity, listed under schedule 3C of the PFMA and registered as a private company is obliged to submit an annual return? The funding (turnover) is exclusively from Government transfer payments (grants).
15.4.05 Answer: Yes. Unless they are exempted in terms of some law that they need to make CIPRO aware of e.g., a parastatal might be governed by an Act which allows them to set up private companies. These private companies may be exempted from Fees under the Companies Act, which includes AR but they need to make us aware of it, by submitting a copy of the relevant piece of legislation if applicable.

Question: If practitioners are in fact able to do annual return these lodgements on behalf of clients via their own reference numbers which they already have with CIPRO, will CIPRO deduct the fees payable from the monies that they as agents pay into the account for searches, name reservations etc.?
Answer: O/s.

15.4.05 Question: Finding out the incorporation date of companies is not easy if it has not already been captured by the auditor. Please can CIPRO look at a way of making access to this information easy, for example by sending auditors a list of all companies of which they are the registered auditor together with the incorporation dates of those companies.

Answer: O/s