Since 5 March 2020, many South African companies have had to complete a Compliance Checklist each year for CIPC — the Companies and Intellectual Property Commission, the government body that registers and regulates companies. It is mandatory, it runs on the same yearly cycle as your annual return, and most business owners have never been told what it actually asks.
The checklist is 24 questions. Each one asks whether your company complied with a specific section of the Companies Act 71 of 2008 during the compliance year — the 12 months tied to your company's incorporation anniversary. You answer Yes, No, or Not Applicable, with a comment box if you want to explain an answer. But — this is the part that catches people out — the form never tells you what each section is about. You are asked to declare compliance with a law it does not describe.
This guide fixes that. It explains what the checklist is, who has to complete it, how it connects to your annual return, and what all 24 questions really mean — in plain language, so the person signing the declaration understands what they are attesting to.
What the compliance checklist is
The Compliance Checklist is a mandatory declaration introduced by CIPC to confirm that companies are meeting the core requirements of the Companies Act. CIPC uses it two ways: to monitor compliance across the register, and as an educational tool — a prompt for directors to check whether their company is actually doing the things the Act requires.
In practice, it is a gate. You cannot file your annual return until the checklist is complete. And because the annual return is what keeps your company registered, the checklist sits directly in front of the single most important compliance deadline your company has.
Who must complete it
This is where most summaries get it wrong, so read carefully. The checklist covers five company types: Incorporated (Inc.), private companies ((Pty) Ltd), public companies (Ltd), state-owned companies (SOC), and non-profit companies (NPC). It does not apply to close corporations (CCs) at all.
But there's a filter on top of that. Before you complete the checklist, CIPC asks one question: are the company's annual financial statements audited or independently reviewed? If the answer is no — neither audited nor independently reviewed — then you are not required to complete the checklist at all, and CIPC emails your directors to confirm that. Only companies whose financial statements are audited or independently reviewed have to work through the 24 questions.
In practice: if your small (Pty) Ltd's financials are neither audited nor independently reviewed, the checklist doesn't apply to you this year — but your annual return still does, and it's worth understanding the checklist anyway, because the day your company grows into an audit or independent review, these 24 questions become your obligation.
The annual return connection
The checklist and your annual return(AR) run on the same clock. Your AR is the yearly filing — required by section 33 of the Act — that keeps your company on the CIPC register, due within 30 business daysof the anniversary of your company's incorporation. The checklist's compliance year is anchored to that same anniversary date and is submitted on the same 30-business-day cycle, so in practice you deal with both at the same time each year.
CIPC runs the checklist as a free standalone service and uses it to monitor compliance and spot trends of non-compliance to act on — so skipping it, when it applies to you, is itself non-compliance, not a harmless omission. And the annual return it sits beside carries the real teeth: a missed AR is how CIPC begins deregistration, which means your company legally ceases to exist and can no longer trade, invoice, sign contracts, or operate a bank account. In one month alone, more than 1.7 million entities were deregistered for annual return non-compliance. Treating the two as one annual task is the safest habit.
If you want the full picture of the filing itself, read our guide to CIPC annual returns in South Africa and how to work out your company anniversary date.
What the 24 questions actually cover
The 24 questions map to 24 specified sections of the Companies Act. Grouped by theme, they fall into six areas — the same six the self-assessment below is organised around.
1. Registration and company records
Whether CIPC has your correct registered office address (Regulation 21), whether you are operating in line with your Memorandum of Incorporation or MOI (section 15), whether you can provide access to company records when someone is entitled to them (section 26), whether you keep an up-to-date securities register of who owns your shares (section 50), and whether you show your full registered name and number on official documents (section 32).
2. Financial health and reporting
Whether you apply the solvency and liquidity test before paying dividends or making distributions (section 4), whether you have set a financial year end (section 27), whether you keep proper accounting records (section 28), whether your financial statements meet the required standard (section 29), whether you prepare annual financial statements within six months of year end (section 30), and whether you file your annual return on time (section 33).
3. Directors, governance and meetings
Whether you have the minimum number of directors (section 66), whether any director is disqualified or ineligible (section 69), whether you handle board vacancies and notify CIPC (section 70), whether you follow the correct process to remove a director (section 71), whether you meet the company secretary requirement where it applies (section 86), and whether you hold the shareholder meetings the Act requires (section 61).
4. Loans and financial assistance
Whether any financial assistance the company gave to help someone buy its own shares was properly approved (section 44), and whether any loan or security given to a directoror related company — a very common issue with inter-company loans — was approved by special resolution and passed the solvency and liquidity test (section 45). If the company gave no such assistance, it is compliant.
5. Audit and independent oversight
Whether you meet your audit requirement or are legally exempt (section 90), whether auditor rotation limits have been respected where an auditor is required (section 92), whether you have an audit committee where one is required (section 94), and whether you have a social and ethics committee if your company crosses the threshold (Regulation 43). Most small private companies are exempt from several of these.
6. Non-profit company rules
One question applies only to non-profit companies (NPCs): whether the company follows the special rules in Schedule 1 of the Act about its objects, income, and assets. For-profit companies simply answer that it does not apply.
Why the checklist is harder than it looks
On paper, 24 Yes/No questions sound like a five-minute job. The difficulty is that the official form asks “did you comply with section 45?” without telling you what section 45 requires — and gives you no room to explain a nuanced answer. Faced with a section they do not recognise, many owners simply tick Yes to get past it. That is exactly the wrong move, because of what comes next.