The annual return — and the beneficial-ownership hard-stop
The most basic ongoing duty is the annual return: a yearly confirmation to CIPC that the company is still active, with the prescribed fee.
“Every company must file an annual return in the prescribed form with the prescribed fee, and within the prescribed period after the end of the anniversary of the date of its incorporation, including in that return— (a) a copy of its annual financial statements, if it is required to have such statements audited in terms of section 30(2)(a); and (b) any other prescribed information.”
The “prescribed period” is 30 business days after the incorporation anniversary. Two traps: missing it accrues penalties and can lead to deregistration; and since 1 July 2024 CIPC will not let you file the annual return at all until your beneficial-ownership declaration is filed and current. Treat the two as one annual exercise. See CIPC’s annual-returns page for the process.
Statutory records: keep them for seven years
A company must keep a defined set of records — its MOI, a register of directors, minutes and resolutions of shareholders and the board, annual financial statements, accounting records and the securities register — in a retrievable form.
“Any documents, accounts, books, writing, records or other information that a company is required to keep in terms of this Act or any other public regulation must be kept— (a) in written form, or other form or manner that allows that information to be converted into written form within a reasonable time; and (b) for a period of seven years, or any longer period of time specified in any other applicable public regulation…”
Section 25 adds that these records must be accessible at or from the registered office (and a notice filed with CIPC if they are kept elsewhere). Section 24 also requires every profit company to maintain a securities register under section 50 — the same register that now feeds the beneficial-ownership regime.
Financial statements: audit or independent review
Section 30 requires annual financial statements within six months of year-end. Whether they must be audited turns on the company’s public interest score (PIS) and type. In practice (Companies Regulation 28):
- Public and state-owned companies — always audited.
- Any company holding assets in a fiduciary capacity for outsiders above R5 million — audited.
- Private / personal-liability companies — audited if PIS is 350+, or 100–349 where the statements are internally compiled.
- Otherwise — an independent review, unless the company is wholly owner-managed (every holder of beneficial interest is also a director).
The PIS is a points score based on employees, third-party liabilities, turnover and the number of beneficial-interest holders — the same score that decides the Social & Ethics Committee duty below.
Directors’ duties (section 76)
The Act partially codifies the common-law fiduciary duties. Every director — and, importantly, every prescribed officer and board-committee member — is held to the section 76 standard.
“Subject to subsections (4) and (5), a director of a company, when acting in that capacity, must exercise the powers and perform the functions of director— (a) in good faith and for a proper purpose; (b) in the best interests of the company; and (c) with the degree of care, skill and diligence that may reasonably be expected of a person— (i) carrying out the same functions in relation to the company as those carried out by that director; and (ii) having the general knowledge, skill and experience of that director.”
Section 76(4) provides a business-judgment safe harbour for a director who took reasonably diligent steps to be informed, had no undisclosed conflict, and had a rational basis for the decision. Breach exposes a director to personal liability under section 77 — whose time-bars were extended by the Companies Second Amendment Act 17 of 2024 (in force 27 December 2024). The Supreme Court of Appeal examined the limits of director accountability in Venator Africa (Pty) Ltd v Watts [2024] ZASCA 60, confirming that section 22(1)’s duty rests on the company itself, and that a creditor must pinpoint a director’s own contravention to fix personal liability.
Say on pay: the 2024 amendments (in force 22 May 2026)
The most significant new ongoing duty for listed and public companies is the executive-remuneration regime inserted by the Companies Amendment Act 16 of 2024, which came into force on 22 May 2026.
“All public companies and state-owned companies must prepare and present for approval a remuneration policy as contemplated in subsection (2).”
Section 30A requires the remuneration policy to be approved by ordinary resolution (binding, every three years), and section 30B requires a yearly remuneration report — including the pay gap between the highest- and lowest-paid employees — to be put to an advisory shareholder vote. From the same date, section 30(4) requires audited companies to disclose the remuneration of each named director and prescribed officer. Our insight on the say-on-pay regime covers the mechanics in depth.
King V governance
Alongside the Act sits the King V Report on Corporate Governance, published by the IoDSA on 31 October 2025 to replace King IV for financial years starting on or after 1 January 2026. King V is voluntary for most private companies (it operates on an “apply and explain” basis and is mandatory only for JSE-listed companies via the Listings Requirements), but it is the recognised benchmark for good governance and consolidates its guidance into 13 principles, with new emphasis on AI and cyber-risk oversight. For a broader explainer, see our Companies Act guide, and for the duties that overlap with anti-money-laundering, the beneficial-ownership and FICA pages.
The Social & Ethics Committee
Beyond a certain size, a company must appoint a board committee to oversee its social, ethical and governance footprint.
The regulation made under that power — Companies Regulation 43 — requires a Social & Ethics Committee for every state-owned company, every listed public company, and any other company with a public interest score of 500 or more in any two of the previous five years. The Companies Amendment Act 16 of 2024 will tighten the committee’s required composition and add a committee report, but those particular changes are not yet in force as at June 2026 — the current Regulation 43 regime still governs.