CIPRO Annual Returns
Transcription
CIPRO Annual Returns
CIPRO Annual Returns CIPRO ANNUAL RETURNS USER GUIDE Document Number: ARUG0106.doc Version 1.06 04/11/2003 Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page i CIPRO Annual Returns TABLE OF CONTENTS 1. INTRODUCTION 1 1.1 Background 1 1.2 Purpose 1 1.3 Obligation to Lodge Annual Returns 1 1.4 Minimum Requirements 2 2. IMPORTANT INFORMATION 3 2.1 Which enterprises should lodge annual returns? 3 2.2 How will Annual Returns be lodged? 3 2.3 Who will be responsible for lodging the Annual Return? 3 2.4 When should the Annual Return be Lodged? 3 2.5 What will it cost? 4 2.6 How will the prescribed fee be paid? 4 2.7 Will the annual return replace the lodgement of other prescribed forms? 4 3. PROCEDURE MANUAL 5 3.1 Verify registered Company Secretary 5 3.2 Agent Registration 6 3.3 Completing the Annual Return 10 3.3.1 Update Enterprise Details 12 3.3.2 Update Auditors 15 3.3.3 Update Secretaries 16 3.3.4 Update Directors/Officers/Local Managers 19 Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page ii CIPRO Annual Returns 1. INTRODUCTION 1.1 BACKGROUND The obligation of Companies to submit Annual Returns was repealed by section 7 of Act No.31 of 1986. The new section 173 of the Companies Act, 1973, which will come into operation on 25 August 2003, provides that all companies must lodge an Annual Return with the Registrar. The section further requires that this return must be lodged every year by no later than the end of the month, which follows upon the month within which the anniversary date of the company’s incorporation occurs. 1.2 PURPOSE The annual return is a snap shot of the general information of a company’s directors, auditors, registered address and other salient information. It is the information that companies and close corporations must submit to the Registrar as confirmation that the company / close corporation is still in business and that the information provided is still valid. Although it was discontinued in 1986, it has become imperative that we should reintroduce Annual Returns for purposes of data integrity and information reliability. Annual Returns are used in most countries across the world to update information kept by the Registrar. 1.3 OBLIGATION TO LODGE ANNUAL RETURNS Only Public Companies and External Companies will initially be obliged to submit the Annual Returns from August 2003. Other types of entities like Private Companies (Pty) Ltd and Close Corporations (CC) will be required to submit Annual Returns at a later stage. This will be communicated when the time is opportune. Section 21 Companies will also be notified when to submit their Annual Returns as they are clustered with Private Companies and Close Corporations for compliance purposes. Companies will only be allowed to lodge Annual Returns electronically. Since all Public Companies have company secretaries for administrative purposes, this means that company secretaries will submit lodgements electronically on behalf of their companies. Electronic transactions will have the effect that CIPRO will not accept or receive paper documents or cash from the companies. All payments will be done via an electronic banking system and specifically by using credit cards only. Annual Returns will be facilitated through our CIPRO website. Upon accessing the return, a pre-populated form will be displayed, containing company information already held on the public record and which can now be updated. This information will be stored separately on our database and will not update the actual database. The public can then view the normal Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 1 CIPRO Annual Returns information or information relating to a separate Annual Return e.g. for 2003 or 2004, etc. CIPRO is finalizing the capturing of company secretary information as per the CM 27A forms in our possession. This will be displayed on our website for secretaries to control. If correct, CIPRO will issue passwords that will enable a specific company secretary to lodge a return for the company that he/she administers. A certificate will automatically be issued confirming the information received by CIPRO. The prescribed fee for the lodgement of Annual Returns will be published in the Government Gazette before the end of August and will be available on our website by going to www.cipro.gov.za. The Annual Returns will come into effect as from August 2003. This means that all Public Companies and External Companies that were incorporated in August, irrespective of the date and year, will have to submit their Annual Returns by no later than end of the following month, in this case it’s September. Those incorporated in September will lodge by no later than end of October, and so on. If a company fails to lodge its Annual Return and subsequently fails to pay the prescribed fee, a penalty fee of R150.00 will be levied against the defaulter. If after successive reminders, the defaulter still fails to lodge and/or pay, the Registrar will, after six months, institute deregistration proceedings against the entity. 1.4 MINIMUM REQUIREMENTS In order to successfully lodge annual returns, the agent or company secretary must have access to a personal computer as well as the Internet, either via a modem or a local area network. The user must have Microsoft Internet Explorer 5 (or higher). The latest version of Microsoft Internet Explorer can be downloaded free of charge from the Microsoft website at http://www.microsoft.com/windows/ie To find out which version of Microsoft Internet Explorer you have, start Internet Explorer, choose help from the menu and click on “About Internet Explorer” Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 2 CIPRO Annual Returns 2. IMPORTANT INFORMATION 2.1 WHICH ENTERPRISES SHOULD LODGE ANNUAL RETURNS? All Active Public and External companies must lodge Annual Returns. Other types of companies including Section 21 companies and close corporations will be required to lodge returns at a later stage. 2.2 HOW WILL ANNUAL RETURNS BE LODGED? Annual returns will only be accepted in electronic form. Lodgement of the annual return will be via the CIPRO Website (www.cipro.gov.za). No paper lodgement of annual returns will be accepted. 2.3 WHO WILL BE RESPONSIBLE FOR LODGING THE ANNUAL RETURN? It will be the responsibility of the duly appointed Company Secretary to lodge the Annual Return. Only the Registered Company Secretary will be allowed to lodge the annual return. The Company Secretary must register on the CIPRO website as an agent to gain access to the functionality. Company Secretaries that are already registered as agents will be able to use their existing registration to gain access to the Annual Returns. Company Secretaries not registered as agents can register on the CIPRO website as a special class of agents called “Company Secretary”. Refer to Sections 3.1 and 3.2 of this manual which deal with the verification and agent registration procedures. 2.4 WHEN SHOULD THE ANNUAL RETURN BE LODGED? The annual return is due in the month following the anniversary month of incorporation of the company. As an example, the anniversary month of a company that was incorporated on 14 August 1971, will be August. The annual return must therefore be lodged between 1 September and 30 September. If the annual return is lodged more than one month after the end of the anniversary month, a penalty fee will be charged. In the example above, the penalty fee will be charged if the annual return is lodged after 30 September. It will not be possible to lodge the annual return in advance, that is before the end of the anniversary month. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 3 CIPRO 2.5 Annual Returns WHAT WILL IT COST? Prescribed fees are listed in the table below: Annual Return Fee in Rand Public Company 4 000.00 External Company 4 000.00 Private Company Turnover less that R10m 450.00 Turnover above R10m, less that R50m 2 500.00 Turnover R50m and above 4 000.00 Close Corporation Turnover less that R50m Turnover R50m and above 2.6 100.00 4 000.00 HOW WILL THE PRESCRIBED FEE BE PAID? The total fee must be paid on lodgement using a credit card. The Company Secretary must therefore be in possession of a valid credit card (MasterCard, Visa, Diners Club or American Express) with a credit limit that will allow transactions for the full amount as described above, to be processed. Upon submission of the Annual Return, the Company Secretary will be presented with the “ABSA – Mall” website where the company secretary must process the online payment. Please note that, although hosted by ABSA, any of the credit cards mentioned above are acceptable. 2.7 WILL THE ANNUAL RETURN REPLACE THE LODGEMENT OF OTHER PRESCRIBED FORMS? No. The Annual Return will not be used to update the official Register of Companies and Close Corporations. Upon lodgement of the annual return, the information supplied will be compared to the Official Register and a list of the prescribed forms that need to be lodged to update the Official Register, will be displayed to the Company Secretary. These forms must be lodged separately from the annual return using the normal lodgement channels. The list only serves as a guideline. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 4 CIPRO 3. Annual Returns PROCEDURE MANUAL The steps involved in submitting the annual return is described below: • Verify that the Company Secretary information on the CIPRO Database is correct for all the companies for which annual returns are due. • Lodge duly completed CM27A forms for all the companies for which the Company Secretary information is incorrect. • Register as an agent on the CIPRO website. • Complete the annual return for each of the companies for which you are responsible. The application will verify that the enterprise number entered is correct, that the person logged in is registered as the active company secretary for that company and that the annual return is due. If it is due all available information will be retrieved from the database and presented in the form of an annual return. The company secretary will be allowed to edit the presented information to bring it up to date with the actual information as at the annual return date. When all the information is correct, the annual return is submitted and checked for errors. If no errors are found, the company secretary is presented with a list of prescribed forms that must be submitted to update the Official Company Register if changes were detected. At this point the Company Secretary will be redirected to the “ABSA - MALL” website where the online payment will be processed. As soon as CIPRO receives a confirmation of payment from the bank, the annual return will be marked as ‘Lodged”. Please note that the information supplied on the annual return will not be used to update the Official Companies Register. It will be stored in a separate database. Each of the steps will be described in more detail below. 3.1 VERIFY REGISTERED COMPANY SECRETARY Ensure that you are the registered company secretary for each of the companies that you administer. Follow the links “Our products and services, Company Secretary Enquiry” and enter the enterprise number or use the shortcut on the CIPRO home page. If the number is valid, the company secretary information on the CIPRO database will be displayed. The enquiry screen is presented in Figure 3.1.1 below: Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 5 CIPRO Annual Returns Figure 3.1.1: Company Secretary Enquiry Take special care to ensure that your ID Number or Company Secretary Registration Number is correct. If you are not registered as the company secretary on the CIPRO Database or if there is something wrong with your registration, please submit a duly completed CM27A to CIPRO as soon as possible. This can be submitted to the ground floor, Zanza Building. 3.2 AGENT REGISTRATION If not already registered as an agent, register yourself as a CIPRO Agent on the CIPRO website (www.cipro.gov.za). Follow the links “Our Agents, Register as an Agent”. If you choose to register yourself as a company secretary agent, your registration will be activated immediately. If you choose to register yourself as a normal agent, you will have to pay the R10 000 deposit into the CIPRO bank account and inform CIPRO of the deposit before your account will be activated. (Refer to the website for the full procedure). As part of future development we will allow company secretaries to access their company details and submit other applications electronically using the credit card payment option. The Agent Registration Form is shown below and discussed in more detail in the subsequent text: Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 6 CIPRO Annual Returns Figure 3.2.1: Agent Registration Form Depending of the type of entity selected, the form may differ somewhat as depicted in Figure 3.2.2. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 7 CIPRO Annual Returns Figure 3.2.2: Portion of Agent Registration form for a Juristic Person Choose an agent code. The agent code will be your login name and must be 6 characters long and it must be unique. If it is a duplicate you will be requested to choose a different agent code. Choose your own password. The password that you supply here will be used as your password when logging onto the AGENT ACCESS portion of this web site and is restricted to 6 characters. You will be required to re-enter the password and the two entries must match before the request will be processed. Complete the rest of the fields that are self-explanatory. They include Agent Name, Telephone Area Code, Telephone Number, Fax Area Code, Fax Number, Physical Address, Physical Code, Postal Address, Postal Code, email Address (should you wish to supply more than one email address, separate the addresses with a semi-colon), Docex address (if applicable). Choose your Agent Type from the dropdown list. The agent specifies whether he wants to register as a normal agent (in which case he will have to pay the R10 000 deposit fee), or as a Company Secretary (no deposit required). CIPRO will verify your status as company secretary against a CM27A during the annual return submission process. • Normal agents will be able to utilize all the current agent functionalities available on the website including CM29’s. • Company Secretaries will only be able to access the annual returns and the lodgement of CM29’s. Choose the Entity Type from the dropdown list. The agent specifies whether he is a natural person or a juristic person. If a natural person has been selected, indicate the Identification type. Four type of ID are available to choose from: • RSA ID Number Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 8 CIPRO Annual Returns • Passport number • Foreign ID Number • Date of birth The RSA ID Number and Date of Birth will be validated. (RSA ID numbers are validated with an algorithm and the date of birth must be a valid date.) If a juristic person has been selected, indicate the Organization Type. The following Organization types are available: • Public Company Incorporated in RSA* • Private Company Incorporated in RSA* • Section 21 Company Incorporated in RSA* • Company Limited By Guarantee Incorporated in RSA* • External Company Registered in RSA* • External Company under Section 21 Registered in RSA* • Co-Operative • Body Corporate • Incorporated Company Incorporated in RSA* • Unlimited Company Incorporated in RSA* • Close Corporation Incorporated in RSA* • Trust • External organization NOT registered in RSA * (The enterprise number entered will be validated to see if the enterprise is in business and whether the number exists on the database.) Select a delivery method. The delivery method is used to determine how approved or queried forms should be returned to you. Select a communication method. The selected mechanism will be used for sending general communications from CIPRO to you. Once all these details have been entered and verified, the agent will follow the same process with regards to the deposit and activation of the account as is currently utilized if he/she selected to be a Normal Agent. If the agent elected to operate as a Company Secretary only, he/she will not need to pay Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 9 CIPRO Annual Returns the required R10 000 deposit fee and the account will be activated immediately. When an existing agent logs in, the web application will verify whether he/she has updated the required new information. If not, the agent will be directed to a page where he must fill in the details as explained above. The same validation will be applied to this information than on the Agent Registration page. 3.3 COMPLETING THE ANNUAL RETURN Click on “Annual Returns” link on the “agents menu” and the screen shown on (figure 3.3.1) will appear. Figure 3.3.1: Annual Return Selection Screen Complete the Enterprise Number and click “Annual Return” button. The entered enterprise number will be validated against the database for the following: • The enterprise must be registered on the database. • The enterprise must be active (that is, not in the process of being deregistered or liquidated). • The annual return must be due. • The currently logged on user must have a mandate to lodge the annual return. This is taken from the appointment as informed on the CM27A. If some of the validations failed the screen shown on (figure 3.3.2) will appear to explain the nature of the problem. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 10 CIPRO Annual Returns Figure 3.3.2: Annual Return Error Screen Read the reported errors carefully and go back to rectify the errors. If the reported errors were not due to typing errors, contact the CIPRO Customer Contact Centre with the appropriate enterprise number and the reported error. The Customer Contact Centre can be reached at: • Tel No: 0861 843 384 • Fax No: 0861 843 888 • International Tel No: +27 (0)11 254 9405 • International Fax No: +27 (0)11 254 9406 • Email Address: [email protected] If all the validations were successful, the screen shown on (figure 3.3.3) will appear. . Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 11 CIPRO Annual Returns Figure 3.3.3: Annual Return Processing Screen The screen will display sundry information of the selected enterprise along with an indication of the next annual return that is due. Please note that annual returns may not be submitted out of sequence. The screen will have four links associated with the various categories of information that must be furnished on the return: • Details • Auditor(s) • Secretary • Directors/Officers/Local Managers. Select each of the options in turn to complete the annual return. The details associated with each option will be discussed in more detail below. 3.3.1 Update Enterprise Details Click on the “details” link to see current enterprise details on CIPRO records. The following list explains how you will go about updating enterprise details. Please note that fields marked with an asterisk * are all mandatory. • Change all necessary information on the screen (see figure 3.3.1.1). Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 12 CIPRO Annual Returns Figure 3.3.1.1: Annual Return Details Screen • To select the Standard Industry Classification, use “Add” button as shown on (figure 3.3.1.2) and select the appropriate classification on the screen as shown on (figure 3.3.1.3). Click on the + sign to expand classifications or on the – sign to contract it. Up to five classifications can be selected. Once back on the Annual Returns Detail Screen (Figure 3.3.1.2), please indicate the primary classification by first selecting it and then clicking on the “Select as main SIC” button. The selected main classification will be highlighted in blue. To remove Standard Industry Classification, use “Remove” button as shown on (figure 3.3.1.2). (If you removed a classification, please remember to check that you still have a main classification selected as described above.). A typical result is shown in (figure 3.3.1.2). Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 13 CIPRO Annual Returns Figure 3.3.1.2: Annual Return SIC Detail Figure 3.3.1.3: Standard Industry Classification (SIC) Screen • Then click “Auditors” link to continue the rest of the annual returns Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 14 CIPRO 3.3.2 Annual Returns Update Auditors Click on the “Auditors” link to see current auditors details on CIPRO records. The following list explains how you will go about updating auditors’ details. Fields marked with an asterisk * are all mandatory. • Select the Auditor that you want to update by clicking on the details of that Auditor. Or click “Add Auditor” button to add new Auditor. (See figure 3.3.2.1) Figure 3.3.2.1 • The screen as shown on (figure 3.3.2.2) will follow. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 15 CIPRO Annual Returns Figure 3.3.2.2 3.3.3 • To resign the Auditor, change the “status” field and click “Save Changes” button. • To remove the Auditor, change the “status” field and click “Save Changes” button. • To update current information, change necessary details without changing status and click “Save Changes” button. • To add new Auditor, fill in all necessary details and click “Add Auditor” button. • When clicking “Save Changes” button, a popup will appear asking you to confirm the changes • Then popup window will automatically close, and information on the list will be updated accordingly Update Secretaries Click on the “Secretary” link to see current secretary details on CIPRO records. The following list explains how you will go about updating secretary’s details. Fields marked with an asterisk * are all mandatory. • Select the secretary by clicking on the details of that secretary. Or click “Add Secretary” button to add new Secretary. (See figure 3.3.3.1) Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 16 CIPRO Annual Returns Figure 3.3.3.1 • The screen as shown on (figure 3.3.3.2) will follow. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 17 CIPRO Annual Returns Figure 3.3.3.2 • To resign the Secretary, change the “status” field to resign and click “Save Changes” button. • To disqualify the Secretary, change the “status” field to disqualified and click “Save Changes” button. • If the Secretary has died, change the “status” field to deceased and click “Save Changes” button • If the Secretary was rehabilitated, change “status” field to rehabilitated and click “Save Changes” button • To update current information, change necessary details without changing status and click “Save Changes” button. • To add new Secretary, first select whether the secretary is juristic person or a natural person, and then fill in all necessary details and click “Add Secretary” button. • When clicking “Save Changes” button, a popup will appear asking you to confirm the changes • Then popup window will automatically close, and information on the list will be updated accordingly. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 18 CIPRO 3.3.4 Annual Returns Update Directors/Officers/Local Managers Click on the “Directors/ Officers/ Local Managers” link to see details of current Directors, Officers and Local Managers on CIPRO’s records. The following list explains how you will go about updating their details. Fields marked with an asterisk * are all mandatory. • Select the Director/Officer/Manager by clicking on the details of that director. Or click “Add Director/Officer/Manager” button to add new director. (See figure 3.3.4.1) Figure 3.3.4.1 • The screen as shown on (figure 3.3.4.2) will follow. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 19 CIPRO Annual Returns Figure 3.3.4.2 • To resign the Director, change the “status” field to resign and click “Save Changes” button. • To disqualify the Director, change the “status” field to disqualified and click “Save Changes” button. • If the Director has died, change the “status” field to deceased and click “Save Changes” button • If the Director was rehabilitated, change “status” field to rehabilitated and click “Save Changes” button • To update current information, change necessary details without changing status and click “Save Changes” button. • When clicking the “Save Changes” button, a popup will appear asking you to confirm the changes • The popup window will automatically close, and information on the list of directors will be updated accordingly. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 20 CIPRO Annual Returns If all the information has been validated and updated, click on the “SUBMIT” button to lodge the annual return. The information supplied on the annual return will be compared to the Official Register and the prescribed forms that need to be lodged to update the Official Register will be reported to the Company Secretary. These forms must be lodged separately from the annual return using the normal lodgement channels. A sample of such an ‘Outstanding Form” list is depicted in Figure 3.3.4 below. Figure 3.3.4: Outstanding Forms Screen Please print or write down the list of forms to be submitted and attend to it expediently. Once completed, click on the “CHECKOUT” button. You will be directed to the ABSA – MALL where the credit card payment for the annual return must be processed. The ABSA – Mall website is shown in Figure 3.3.5. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 21 CIPRO Annual Returns Figure 3.3.5: ABSA Online Payments The top portion of the screen indicates what the payment is for and is completed automatically. The user must however complete the “Card Details” portion using the information from the credit card being used. Once completed, click on the “Submit” button to process the transaction. An ABSA page will be displayed to report the status of the transaction and a link will be provided to return to the CIPRO website. Document Name: ARUG0106.doc Date: 04/11/2003 Version 1.06 Page 22