MANDATORY FILING OF ANNUAL FINANCIAL STATEMENTS (“AFS”) TO CIPC IN iXBRL DATA FORMAT
(Inline eXtensible Business Reporting Language)
With effect 1 July 2018, Annual Returns (Companies Act, 71 of 2008 – Section 33 read with Regulation 28, 29, and 30) cannot be filed without the iXBRL version of the last available Annual Financial Statements. The implications of failing to lodge an Annual Return has serious consequences, including the deregistration of the company.
What is eXtensible Business Reporting Language (“XBRL”)?
XBRL reporting is currently being used in over 50 countries around the world and is a new way of supplying your AFS. It can be described as a change from film photography to digital photography, paper books to digital books. Having financial statements in an XBRL format means the Department of Trade and Industry, through CIPC, can use the data, share it, and also analyse it on a clearly defined digital platform.
The benefit of using XBRL will be to eventually provide one common standard of reporting to all regulators in South Africa and further resulting in the elimination of duplications and differences in reporting. By using XBRL, companies and other producers of financial data and business reports can automate the processes of data collection.
What is the XBRL tagging process?
The XBRL tagging process takes place in distinct stages:
- AFS are uploaded to the application;
- The application applies as many tags as possible from a degree of intelligence existing in the application;
- The files are reviewed and any ambiguities corrected;
- The resultant XBRL file is then subject to a validation check, to ensure it will meet the validation requirements of the CIPC.
For the initial implementation of XBRL on 1 July 2018, only the data elements as defined in the minimum requirements are to be tagged.
CIPC will still require signed-off AFS’s, but such will not be required to be uploaded as signed-off PDF files anymore. Only the iXBRL AFS data will be required to be submitted to CIPC and qualifying entities would still be required, as determined by the Act, to maintain signed off AFS for a period of 7 (seven) years, whereby CIPC may at any point request access to the audited AFS.
Will the AFS be available to the public?
Financial reports filed in iXBRL to CIPC will not by default be available to the public, however, anybody can submit a request to CIPC to see the financials of any entity. Data sharing is therefore not part of the current XBRL programme, but the CIPC foresee that they will make this available for consumption in the future.
What happens if a Company does not comply?
- Non-compliance of entities that contravenes the laws in terms of Section 175 of the Act, will be subjected to the following actions being taken against them;
- Failure to submit the CIPC Annual Returns – The deregistration of the entity and penalties may apply; and
- Failure to submit AFS – An investigation will be conducted. After investigation a compliance notice will be issued mentioning a deadline date to comply with. Further failure to comply with the deadline date will result in a fine which may be issued or formal prosecution may be investigated.
- If your company does not possess the necessary software to convert and tag your AFS (into iXBRL format for filing to CIPC, CorpStat can assist you with the conversion and tagging thereof.
- Send us your AFS in Word, Excel or PDF format and we will convert and tag these into a pre-validated iXBRL document using selected software and generate the iXBRL output. The tagging of the AFS will be done simultaneously.
- Each of our iXBRL documents produced is pre-validated through CIPC’s test gateway, ensuring 100% error-free submission.
WHICH COMPANIES MUST LODGE ?
The following companies must lodge AFS in the iXBRL format when filing their annual return:
- Public Company;
- Non-Profit Company;
- If the Company’s Memorandum of Incorporation requires an audit of the AFS;
- Private or personal liability company if the AFS are compiled internally and has a public interest score of 100 or more;
- Private or personal liability company if the AFS are compiled independently and has a public interest score of 350 or more; and
- A private or personal liability company, if its primary activities are the holding of assets in a fiduciary capacity for persons not related to the company, and the aggregate value of such assets held at any time during the financial year exceeds R5 million.
COMPANIES AND CoR32
Companies that don’t need to lodge iXBRL AFS but must file a CoR30.2 (Financial Accountability Supplement). These companies are determined as follows:
- A private or personal liability company that is not managed by its owners and opted to have its AFS audited or voluntarily included audit as part of its MOI, may be subject to an independent review if:
- It compiles the AFS internally and its Public interest score is less than 100;
- It compiles the AFS independently and its public interest score is between 100 and 349.
Close Corporations – Section 58 of the Close Corporations Act, Act 69 of 1984 as amended has been amended to include Close Corporations as stated in Schedule 3(A)(5) of the Companies Act 71 of 2008 as amended.
The submission of the AFS for Close Corporations will also be required to comply with the iXBRL requirement from 1 July 2018, subject to the same requirements as applicable to the other entities stipulated by the Act.
- Fees will depend on the size of the AFS and also the bulk of the companies or close corporations to be converted.
- Our fees are market-related.
- Please contact us to obtain a quote.
PUBLIC INTEREST SCORE CALCULATION
Factors for calculation
1. What was the total turnover during the financial year (full amount)?
One point is awarded for every million (or part thereof) in turnover.
2. What was the average number of persons employed by the company during the year?
One point is awarded per employee.
3. What was the total third-party liabilities of the company at financial year-end (full amount)?
One point is awarded for every million (or part thereof) in third party debt.
4. What was the total number of individuals with a direct or indirect beneficial interest in the issued securities (shares and debt instruments) of the company. What was the total number of members in the company?
One point is awarded for every person who holds such an interest.