S33 Annual Returns / AFS

COMPANIES ACT AMENDMENTS NO. 16 OF 2024

Annual Returns and Latest Approved Annual Financial Statement XBRL Filings with CIPC
Amendment of Section 33 of the Companies Act

Companies that require an independent review may, in the future, be required to submit their Annual Financial Statements in XBRL format to CIPC if the Companies Regulations are amended accordingly.

The Companies Regulations may prescribe how returns should be filed, and the amendments specify that the latest Board-approved Annual Financial Statements must be filed each year.

Annual Returns must be filed in the prescribed manner, emphasizing that the submission must align with CIPC processes and regulations, given that the Companies Act previously only referenced “in the prescribed form.”
Further specificity has been added to emphasize that the latest Board-approved Annual Financial Statements must be filed with the Annual Return, not necessarily the latest financial year’s Annual Financial Statements, which often remain in draft format by the time the Annual Return is due.
All Public Companies and SOCs must file their latest Board-approved Annual Financial Statements, in XBRL format, with their Annual Returns as previously required.
Companies that require an audit must also file their Annual Financial Statements, in XBRL format, as before.

The Companies Act no longer specifies that Annual Financial Statements must be submitted with Annual Returns where a company requires an audit. Instead, the Companies Act now states that the latest Board-approved Annual Financial Statements for a Public Company, State-Owned Company, or any other profit or non-profit company whose public interest score exceeds the limits set out in Section 30(2) or the regulations must be filed with the Annual Return to CIPC.

This includes companies that must undergo an audit and opens room for interpretation that may lead to companies undergoing Independent Reviews having to file their Annual Financial Statements.
The requirement as to whether companies undergoing Independent Reviews would need to file their Annual Financial Statements will most likely be clarified when updates to the Companies Regulations are made in due course.

The Companies Act Amendments 2024:

Pertinent changes were made to our South Africa Companies Act recently after the Companies Amendment Act 2024, No. 16 and the Companies Act Second Amendment, 2024 No. 17 were ascended into law on 25 July 2024.

The amended provisions are not yet operational and will come into effect after President Cyril Ramaphosa makes proclamation in the Gazette as to the effective date.

Statucor continues to unpack the amendments and the effect that they may have on our valued clients, and we look forward to publishing further communications on our observations in future. Click here for a full summary of all changes made to the Companies Act through the 2024 Amendments or view our News page for our latest articles on the Companies Act, Governance and Compliance matters that may be pertinent to you.