The company secretarial file every South African company needs

Good company secretarial practice comes down to being able to produce, on request, a current Memorandum of Incorporation, the statutory registers required by the Companies Act, up-to-date director and beneficial ownership records, minute books, and proof of the last CIPC annual return, beneficial ownership filing and either audited financial statements or a financial accountability supplement.

Reviewed by TefCo Compliance Research — last verified 15 September 2026.

In short

Every company must keep the securities register, share register (or member register for a CC) and a register of directors.
The Memorandum of Incorporation (MOI) governs the company and must be consistent with what CIPC has on file.
Qualifying companies file AFS with the annual return; others file a Financial Accountability Supplement (FAS) instead.
Beneficial ownership records must be kept up to date between filings, not only at filing time.

The core statutory file

Memorandum of Incorporation (MOI), including any amendments filed with CIPC.
Register of company secretaries and register of directors, with appointment and resignation dates (Companies Act 71 of 2008, section 24).
Securities register / share register, or member register for a close corporation.
Minute books recording board and shareholder resolutions, including special resolutions.
Beneficial ownership register kept internally and reconciled to what has been filed with CIPC.
Certificate of incorporation and any name change certificates.
Proof of the last CIPC annual return filing and payment.

What gets filed with the annual return

Beneficial ownership information — filed or confirmed before the annual return will be accepted.
Annual Financial Statements (AFS), where the company is required to have its financial statements audited or independently reviewed, uploaded via CIPC's AFS/FAS facility.
A Financial Accountability Supplement (FAS) instead of AFS, where the company does not meet the audit/review threshold — this is a short online declaration rather than a full financial statement upload.
Updated contact details: email address, telephone number, cell number, website address, business description and principal place of business are the only fields the annual return itself can update.

Personal director and member identity numbers, addresses and contact details are no longer shown in full on the annual return filing certificate — only the first six digits of an ID number are displayed, a change CIPC made for privacy reasons.

Resolutions that need a paper trail

Special resolutions (75% majority), such as amending the MOI, approving financial assistance, or voluntary winding-up — filed with CIPC where the Act requires it, using the relevant CoR form.
Board resolutions appointing or removing directors, which must be reflected in both the minute book and the CIPC director amendment filing.
Resolutions approving related-party or director financial interest transactions, disclosed under Companies Act 71 of 2008, section 75.

Where compliance actually breaks down

In practice, the file usually breaks in one of three places: beneficial ownership was filed once and never updated after a share transfer; the MOI on file at CIPC is an old version that no longer matches what the board is actually doing; or director changes were resolved in a board meeting but never filed with CIPC, so the public register is wrong.

Frequently asked

Does every company need audited financial statements?

No. Only companies that meet the public interest score or ownership thresholds in the Companies Act and its regulations require an audit or independent review; others may submit a Financial Accountability Supplement with the annual return instead of AFS.

How often must beneficial ownership information be updated?

It must be kept current as changes occur, not only refreshed at annual return time — CIPC's beneficial ownership guidance treats it as a standing record, and a stale record can block the next annual return.

Who is responsible for keeping the statutory registers?

The company secretary where one is appointed, or the directors where the company has none; the Companies Act 71 of 2008, section 24, sets the underlying record-keeping obligation.

Sources

TefCo Corporate Compliance (Pty) Ltd is a compliance management platform, not a legal, tax or advisory firm. This guide is general information, not advice. Fees, dates and thresholds change — confirm current figures with the regulator before you rely on them.