A compliance notice is a formal instruction from CIPC identifying a provision of the Companies Act the company has contravened and requiring it to be remedied within a stated period. It is not a bill and it is not a suggestion. Failing to comply can lead to CIPC applying to a court for an administrative fine, or referring the matter for prosecution. You may either comply, or apply to the Companies Tribunal to review or set the notice aside.
The mistake is treating it as more CIPC correspondence. It is a formal step in an enforcement process, and the clock in it is real.
What it will contain
A compliance notice must set out enough for you to know exactly what is wrong and what to do. Expect it to identify:
The company and the person to whom it is addressed
The provision of the Act that has been contravened
What the contravention is — the specific failure
What must be done to remedy it
The period within which that must happen
The consequences of not complying
Read all of it, including the date. The period runs from the notice, not from when you got round to opening it — which is why a stale registered address is so dangerous. See how to change your registered address at CIPC.
What typically triggers one
Beneficial ownership not filed. The most common trigger currently. See what happens if you don't file beneficial ownership.
Annual returns outstanding.
Financial statements not prepared or not filed where required.
Statutory records not maintained — the securities register, the register of directors, resolutions and minutes. See what statutory records must a company keep.
Failure to appoint a required office bearer where the company is one that must — an auditor, an audit committee, a company secretary in a public company.
Failure to respond to a request for information from CIPC.
Contraventions raised by a complaint. A shareholder, a former director or another party can lay a complaint, and a compliance notice can follow.
Your three options
1. Comply
The right answer in almost every case, because the notice is almost always about something that genuinely has not been done.
Do it within the stated period, and keep proof — filing confirmations, reference numbers, dated copies of what you submitted.
Then respond in writing, confirming what has been done and attaching the evidence. Do not assume CIPC will notice.
2. Apply to the Companies Tribunal
You may apply to the Companies Tribunal to review the notice, which may confirm, modify or cancel it.
This is for genuine grounds — the company did not contravene the provision, the notice is addressed to the wrong party, the facts are wrong, or the remedy required is not what the Act requires. It is not a delay tactic, and using it as one is expensive and unproductive.
Take advice before going this route. It is a formal process with its own requirements and timelines.
3. Do nothing
The option with real consequences.
CIPC may apply to a court for an administrative fine. It may refer the matter for prosecution. Continued non-compliance also feeds the deregistration process where annual returns are the issue, ending in a company that no longer legally exists. See what happens if CIPC deregisters your company.
Directors are the people accountable. Compliance with the Companies Act is a company obligation, and directors are responsible for the company meeting it. See a director's duties under the Companies Act.
What to do in the first 48 hours
1. Diarise the deadline immediately, working in the period stated in the notice.
2. Identify precisely what is required. Notices can be terse. Work out exactly which filing or record is at issue rather than guessing.
3. Check the whole CIPC record, not only the item named. Where beneficial ownership is the trigger, annual returns are frequently also outstanding, and fixing one without the other leaves you exposed. Pull a disclosure certificate. See what is a CIPC disclosure certificate.
4. Work out the correct order. Beneficial ownership first, then annual returns oldest first, then anything else. Filing out of order produces rejections and burns your window. See why CIPC rejects filings and how to fix them.
5. Check whether you can actually file. Do you have the financial information the annual return requires? Is the securities register accurate? If the underlying records do not exist, that is the real problem and it takes longer than the filing does.
6. Get help early if the period is short. A notice with two weeks left and three years of unfiled returns behind it is not a weekend job.
7. Fix the root cause. Almost every compliance notice traces to the same two things — nobody was tracking the anniversary month, and the registered address was somewhere nobody reads post.
Preventing the next one
Diarise your anniversary month, one month early, and file beneficial ownership and the annual return together every year. See what is your company's anniversary date.
Keep the registered address current, at a place where post is actually opened and acted on.
Maintain the statutory records as you go, rather than reconstructing them when asked.
Pull your own CIPC record once a year and check it says what you think it says.
Decide whose job this is. In most small companies nobody has been given it, which is exactly how three years pass. See does a small company need a company secretary.
Frequently asked questions
What is a CIPC compliance notice? A formal instruction from CIPC identifying a provision of the Companies Act the company has contravened, what must be done to remedy it, and the period within which that must happen. It is a step in an enforcement process, not routine correspondence.
What happens if I ignore a CIPC compliance notice? CIPC may apply to a court for an administrative fine or refer the matter for prosecution. Where annual returns are the underlying issue, continued non-compliance also feeds the deregistration process, which ends with the company ceasing to exist as a legal person.
Can I challenge a CIPC compliance notice? Yes. You may apply to the Companies Tribunal to review the notice, which may confirm, modify or cancel it. This is appropriate where there are genuine grounds — the company did not contravene the provision, the notice is addressed to the wrong party, or the facts are wrong.
What usually triggers a compliance notice? Most commonly unfiled beneficial ownership or outstanding annual returns. Also financial statements not prepared or filed where required, statutory records not maintained, failure to appoint a required office bearer, failure to respond to a request for information, and complaints laid by third parties.
How long do I have to comply? The period is stated in the notice itself and runs from the notice rather than from when you read it. Diarise it immediately, and note that a stale registered address means the period may already be running before you know the notice exists.
Who is responsible for complying with a compliance notice? The company, with the directors accountable for the company meeting its Companies Act obligations. Delegating the work to an accountant or company secretary does not move the responsibility.
Does complying with the notice end the matter? Generally yes, provided you comply fully within the period and confirm it in writing with proof. Keep filing confirmations and reference numbers — do not assume CIPC will notice on its own.
Deal with it inside the period
The notice itself is manageable. What is not manageable is discovering it three weeks after the deadline because it went to an address you left in 2022.
Smartbook responds to CIPC compliance notices, clears arrear filings in the correct order, and puts the calendar in place so there is no second one.
Last reviewed: 30 July 2026. Written by the Smartbook team — SAIPA and SAICA accredited, SARS registered tax practitioners. Compliance notices, Companies Tribunal applications and administrative fines are legal matters under the Companies Act 71 of 2008 — take legal advice where you intend to challenge a notice or where prosecution is threatened. General guidance, not legal advice.
Primary sources: Companies Act 71 of 2008 · CIPC · Companies Tribunal