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Compliance Checklist

What is the Compliance Checklist

From 1st January 2020 the Companies and Intellectual Properties Commission ("CIPC") requires a Compliance Checklist to be completed before Annual Returns can be submitted. This is to ensure compliance of the mandatory requirements of the Companies Act No. 17 of 2008 (the ("Companies Act") and to serve as an educational tool for directors and company secretaries. The Checklist will be used to monitor and regulate proper compliance with the Companies Act and if trends of non-compliance appear, the CIPC will act accordingly.

The Checklist or Questionnaire relates to various sections of the Companies Act, requiring confirmation of compliance of these sections issued by CIPC.

The Checklist will only be applied to your previous calendar year and will be submitted to CIPC when you submit your annual return. Thus, if you submit your 2019 CIPC Annual Return, then your Questionnaire and answers will be based on your previous calendar year i.e. 2018.

Why Did CIPC Introduce This?

  • To ensure compliance of the mandatory requirements of the Companies Act described in Section 15 (requiring that every Company must have a MOI);
  • It serves as an educational tool for directors, company secreatries, auditors ans audit firms, in guiding them with regards to what their responsibilities are in terms of the Companies Act;
  • CIPC will utilise the Checklist to monitor and regulate proper compliance with the Companies Act and if trends of noncompliance appear, they will act accordingly; and
  • To implement a self-assessment model similar to SARS.

Who Are Required To Submit This Checklist?

  • Personal Liability Companies (INC)
  • Proprietary Limited Companies (PTY) LTD
  • Limited Companies (LTD)
  • State owned Companies (SOC)
  • Non-Profit Companies (NPC)

Checklist Questionnaire Explained

Solvency and Liquidity Test and interface with Recklessness Test of section 22
Alterable and Unalterable provisions and the MOI and Company Rules
Access to Company Records and proposed Amendments
Rules of Financial years and changes to financial year end
Accounting records statutory requirements
Financial Statements statutory requirements- up to standard
Annual financial statements - Statutory and voluntary audits, independent reviews and the owner-managed company
Company name and company registration number
Annual returns and filing in relation to companies and external companies- submitted
Financial assistance by a company for Subscription of Securities and proposed amendments
Loans and other financial assistance to Directors and proposed amendments
Securities Register of a Company- authorised & issued shares-
Calling and holding a Shareholders Meeting
Election and Appointment of Directors
Ineligibility versus Disqualification of directors
Vacancies on Board and Suspension of Directors
Removal of Directors by Board versus Removal by Shareholders
Mandatory appointment of Company Secretary
Prohibited services of the Auditor/ Appointment of an Auditor
Rotation of Auditors and proposed amendments
Audit Committee Composition and Duties
Change of Registered Office of a Company
Social and Ethics Committee (SECOM) & SECOM Reports and Proposed amendments
Non-Profit Companies (NPC) compliance checks and balances/ Objects and Policies

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CIPC Compliance Checklist Explained CIPC Compliance Checklist
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