CIPC requires that a mandatory Compliance Checklist be completed and submitted by all categories of companies whose annual financial statements are audited or independently reviewed. This requirement does not apply to a close corporation. The checklist is required to be submitted within 30 business days after the anniversary of the company’s date of incorporation. The period for which the company declares its compliance is to be known as its “Compliance Year”, and is aligned to the anniversary date of its incorporation.

The Checklist requires that the company declare its compliance status to certain Sections, Regulations and Schedule 1 of the Act, as follows: Section 4: Solvency and Liquidity, Section 15: Memorandum of Incorporation (MOI), shareholder agreements and rules, 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: Shareholders meeting, Section 66: Board, directors and prescribed officers, Section 69: Ineligibility and disqualification of directors/prescribed officers, Section 70: Vacancies on board, Section 72: Board committees, Section 86: Mandatory appointment of company secretary, Section 90: Appointment of auditor, Section 92: Rotation of auditor, Section 94: Audit committees, Regulation 21: Registered office of the company, Regulation 43: Social and Ethics Committee, Schedule 1: Provisions concerning Non-Profit companies.

It is ultimately the responsibility of the directors to ensure compliance and completion of the Checklist. Any person who completes it incorrectly or fraudulently can be held responsible, as follows:

• Section 215(2)(e): a person commits an offence who knowingly provides false information to the Commission
• Section 216((b): any person convicted of an offence is liable to a fine or to imprisonment for a period not exceeding 12 months, or to both a fine and imprisonment.

CIPC is tasked with ensuring, monitoring and enforcing compliance with the Act. It is also responsible for, inter alia, the disclosure of information on its business registers. Companies are responsible for submitting information together with their CIPC annual returns with the aim of increased transparency and disclosure – including beneficial ownership registers, compliance checklists (where applicable) as well as their financial information [whether in the form of a financial accountability supplement or their annual financial statements in XBRL format (where applicable)]. Although no penalties are specifically prescribed for non-compliance with these transparency provisions, a contravention of the Act may result in the issue of a compliance notice by CIPC. Failure to comply with the compliance notice may result in a court-ordered administrative fine or a referral of the matter to the National Prosecuting Authority for prosecution as an offence.

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