Section 33(1) of the Companies Act 71 of 2008 (as amended) ("Companies Act"), states that every company must file an Annual Return. The Companies and Intellectual Property Commission's ("CIPC") announced that new requirements will apply for companies to declare their compliance status to specific sections of the Companies Act in the form of a CIPC Compliance Checklist. The CIPC Compliance Checklist will be required to be submitted with the Annual Return of the company.
CIPC states that the objectives of the Compliance Checklist are:
- To ensure compliance with the mandatory requirements of the Companies Act;
- To serve as an educational tool for directors and company secretaries, in guiding them with regards to their responsibilities in terms of the Companies Act;
- To utilise the Checklist to monitor and regulate proper compliance with the Companies Act and, if trends of non-compliance appear, to act accordingly.
Compliance with the Companies Act is mandatory and directors have a duty to ensure that the company complies with the relevant sections of the Companies Act at all times.
This checklist or questionnaire relates to various sections of the Companies Act 71 of 2008, requiring confirmation of compliance of these sections issued by CIPC. The questionnaire consists of only "yes", "no" or "not applicable" answers and does not allow respondents an opportunity to explain their responses.
The following sections have been included in the CIPC Compliance Checklist:
Section 4 – Solvency and Liquidity test
Section 15 – Memorandum of Incorporation, shareholder agreements and rules of company
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 – Use of company name and registration number
Section 33 – Annual return
Section 44 – Financial assistance for subscription of securities
Section 45 – Loans or other financial assistance to directors
Section 50 – Securities register and numbering
Section 61 – Shareholder meetings
Section 66 – Board, directors and prescribed officers
Section 69 – Ineligibility and disqualification of persons to be director or prescribed officer
Section 70 – Vacancies on board
Section 71 – Removal of directors
Section 86 – Mandatory appointment of company secretary
Section 90 – Appointment of Auditor
Section 92 – Rotation of auditors
Section 94 – Audit committees
Regulation 21 – Registered office of company
Regulation 43 – Social and Ethics committee
Schedule 1 – Provisions concerning non-profit companies
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.