South Africa
Companies Act compliance, made simple
22 yes/no questions on running a South African company under the Companies Act: records and registers, annual return and beneficial ownership, financial statements, directors' duties, and governance. You get a score for each area and a list of gaps with what to do about each one.
ComplianceDesk gives you 12 pre-built Companies Act controls, an evidence vault, audit-ready reports, and reminders before anything falls overdue — so proving Companies Act compliance stops being a spreadsheet exercise.
Take the free self-assessment: a score for each area and a list of gaps to close.
What is Companies Act?
22 yes/no questions on running a South African company under the Companies Act: records and registers, annual return and beneficial ownership, financial statements, directors' duties, and governance. You get a score for each area and a list of gaps with what to do about each one.
- Official name
- Companies Act
- Status
- In force. Shown as in force as we understand it. Check the current text with the regulator or an attorney, since provisions can be amended or commence at different times.
Who it applies to
- Whether it applies to you depends on your size, activities and licences. Use the free "Which laws apply to me?" checker, or read the first section of the self-assessment.
- These apply to every company registered in South Africa, including a small private company with one director.
What you have to do
Records and registers
A business should be able to show that it can answer yes to these: Do you keep your Memorandum of Incorporation and amendments, and a register of current and past directors? Do you keep minutes and resolutions of board, committee and shareholder meetings, and notices of shareholder meetings, for seven years? Do you keep your accounting records for the current financial year and the previous seven completed financial years? Do you keep a securities register (a register of who holds the shares and how many) and update it when shares move? Do you keep a register of the people who hold beneficial interests in your shares, and update it when they change?
Annual return and filings
A business should be able to show that it can answer yes to these: Do you file an annual return with the CIPC after each anniversary of your incorporation? Does your annual return include the securities register and the beneficial interest register, and the financial statements if the Act requires them to be filed for your company? Do you name a director, employee or other person in each annual return who is responsible for the company's compliance? Do you file your beneficial ownership declaration with the CIPC and update it when it changes? Do you keep your registered office, directors and contact details at the CIPC up to date?
Financial statements
A business should be able to show that it can answer yes to these: Do you prepare annual financial statements within six months after the end of your financial year? Do you know whether your statements must be audited or independently reviewed, and have you had the right one done? Are your statements approved by the board and signed by an authorised director, with a directors' report, and presented to the shareholders? Does the board check that the company is solvent and liquid before it pays dividends or other distributions to shareholders? Does the board check solvency and liquidity before giving a loan, guarantee or other financial assistance to a director, a related company or a shareholder?
Directors and governance
A business should be able to show that it can answer yes to these: Do your directors act in good faith, for a proper purpose and in the best interests of the company, with the care, skill and diligence expected of someone in their role? Do your directors avoid using their position or company information to benefit themselves, and tell the board promptly of information that is material to the company? Do directors disclose any personal financial interest in a matter and stay out of the decision on it? Is the company never run recklessly, with gross negligence, or with the intent to defraud, including trading while it cannot pay its debts? Are all your directors eligible to serve (for example not an unrehabilitated insolvent, not disqualified by a court or convicted of the offences listed)? If you are required to have a social and ethics committee, or an audit committee, have you appointed one with the required members and does it report? If a director or prescribed officer is claimed to have breached the law, do you understand they can be personally liable, and have you considered director's insurance cover?
How to comply, step by step
- Records and registers. Keep the MOI and a directors' register in one file. Past directors' records must be kept for seven years after they retire. Minute every board and shareholder decision, even in a one-person company, and file them by year. Set up a yearly archive of ledgers, invoices and bank statements, in written form or a form that can be converted to written within a reasonable time. Create the register if you don't have one, record every issue and transfer, and attach it to the annual return. Record, for each holder of a beneficial interest, who they are and what they hold. It is filed with your annual return.
- Annual return and filings. Put the anniversary date in your compliance calendar and set a reminder for the filing window. Check the current deadline on the CIPC site. Prepare both registers before you file and confirm whether your public interest score means you must also lodge your financial statements. Appoint a compliance person each year, record it, and brief them on their duties. Identify every natural person who owns or controls 5% or more, file the declaration, and file any change within the CIPC's time limit. Update the CIPC when a director or address changes. An out-of-date record can lead to missed notices and deregistration.
- Financial statements. Agree year-end dates with your accountant and plan for sign-off well before the six-month limit. Calculate your public interest score each year and write down whether you need an audit, a review or neither. Minute the board approval, have a director sign, and table them at the first shareholders' meeting after approval. Minute the board's solvency and liquidity assessment before every distribution. Get the board resolution, shareholder special resolution where needed, and a solvency and fairness check before giving such assistance. Answer Not applicable if you give none.
- Directors and governance. Brief new directors on their duties, and minute the information considered before big decisions. Have directors sign a short undertaking, and add 'information to disclose' as a standing agenda item. Keep a register of directors' interests and ask for declarations at the start of every board meeting. Review cash flow and solvency monthly. If the company is in financial distress, take professional advice before taking on more debt. Collect a signed eligibility declaration from each director on appointment and each year. Check whether you meet the criteria, then appoint the members, set terms of reference and record the committee's annual report. Answer Not applicable if you are not required to have one. Talk to your broker about directors' and officers' cover and your MOI's indemnity terms.
Sources and review status
Compiled from the public sources below. It is not legal advice and has not been reviewed by a lawyer. Last researched 2026-10-31. This is general information, not legal advice. Laws change, so check the current text and the regulator's notices before relying on it.
- Companies Act 71 of 2008, section 24: company records (Acts Online)
- Companies Act section 30: annual financial statements (Acts Online)
- Companies Act section 33: annual return (Acts Online)
- Companies Act section 72: board committees (Acts Online)
- Companies Act section 76: standards of directors' conduct (Acts Online)
- South Africa's new beneficial ownership requirements for companies (Sovereign Group)
- CIPC (cipc.co.za)
Every Companies Act control, organised for you
The real control library ComplianceDesk seeds the moment you activate Companies Act — 12 controls across 4 categories.
Company Secretarial & Statutory Records
- COMPACT-1.1 Company secretary appointed where required
- COMPACT-1.2 Statutory registers maintained
- COMPACT-1.3 Annual return filed with CIPC
- COMPACT-1.4 Beneficial ownership register maintained and filed
Director Duties & Governance
- COMPACT-2.1 Director conflict of interest disclosures
- COMPACT-2.2 Director duty of care and skill documented in board process
- COMPACT-2.3 Related-party transactions approved
Financial Reporting & Audit
- COMPACT-3.1 Annual financial statements prepared per applicable standards
- COMPACT-3.2 Audit or independent review performed
- COMPACT-3.3 Financial statements approved by the board
Business Rescue & Solvency
- COMPACT-4.1 Solvency and liquidity test applied before distributions
- COMPACT-4.2 Business rescue triggers monitored
Frequently asked questions
How can I check where my business stands on Companies Act?
Take the free self-assessment. It scores each area, lists your gaps with what to do about each one, and does not say you are compliant. You can save the result to ComplianceDesk to turn each gap into a task with an owner and a due date.
Is this guide written by a lawyer?
No. It was assembled from the public sources listed below and has not been reviewed by a lawyer. Treat it as a starting point and check the current law before relying on it.
How many controls does ComplianceDesk track for Companies Act?
12, organised into 4 categories, ready to assign to an owner as soon as you activate the framework.
Can I track Companies Act alongside other frameworks?
Yes — most teams activate several frameworks at once. Controls that overlap across frameworks can share the same evidence, so you don't collect the same document twice.
How long does it take to set up Companies Act in ComplianceDesk?
Activating Companies Act instantly seeds its full control library. Most teams assign owners and get their first controls moving within a day.
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