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Financial Statements for Close Corporations in South Africa

Last updated: 2026-03-19

Close Corporations have specific financial statement obligations under the Close Corporations Act 69 of 1984, which are slightly different from Pty Ltd requirements under the Companies Act. The CC Act requires that "accounting records" are kept that fairly represent the state of affairs and business of the CC, and that annual financial statements are prepared.

However, the audit and review thresholds that apply to Pty Ltd companies (based on Public Interest Score) also apply to CCs through the Companies Act amendments. In practice, most CCs are small enough that they fall below the audit and review thresholds, meaning their financial statements do not need to be audited or independently reviewed.

An important distinction for CCs is that members have a direct fiduciary duty to keep accounting records and ensure financial statements are prepared. Unlike a Pty Ltd where this duty falls on directors (who may be different from shareholders), in a CC every member shares this responsibility. If any member suspects financial irregularities, they can demand a review of the CC's financial affairs.

Key Requirements

Key requirements
Requirement
Accounting records that fairly represent the CC affairs
Annual financial statements prepared
Audit/review based on same PI Score thresholds as Pty Ltd
Members personally responsible for record-keeping compliance
Records retained for minimum of 7 years

Important Deadlines

Important deadlines
Deadline
Financial statements: within 9 months of financial year-end (CC Act)
Records available for member inspection at any time

Fees & Costs

Fees and costs
ItemAmount
Compilation of financial statementsR3,000–R15,000
Independent review (if required)R8,000–R30,000
Accounting softwareTypical market costR300–R1,500/month

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Non-Compliance Penalties

Non-compliance penalties
Penalty
Failure to keep records: member offence under CC Act
Personal liability for members who fail in their duties
SARS may estimate income if records are inadequate

Frequently Asked Questions

Does a CC need an audit?
Only if the PI Score is 350 or above, which is rare for CCs. Most CCs are small businesses well below this threshold. An independent review is required for PI Scores between 100 and 349. Below 100, compilation-level financial statements are sufficient.
Who is responsible for CC financial records?
All members share responsibility for keeping proper accounting records. This is a fiduciary duty under the CC Act, and members can be held personally liable if records are not maintained. In practice, one member usually manages the books, but all are legally responsible.
Can a CC use the same accounting framework as a Pty Ltd?
Yes. CCs typically use IFRS for SMEs for their financial statements. There is no separate accounting standard for CCs. The reporting framework depends on the CC's size and whether an audit or review is required.

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