Did you know: You can file your own beneficial ownership in less than 10 minutes using InfoDocs!
Estimated Reading Time: 5 minutes
How to file beneficial ownership?
Simply create a free account, add your company, create a free share register and file beneficial ownership from as little as R249.00 once-off or for free on a subscription account. For more information, read the full how to file beneficial ownership article.
What are the legal requirements?
On 29 December 2022, the South African government published the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022 including amendments to the Companies Act 71 of 2008 that came into effect on 1 April 2023.
These amendments included the requirement to keep a register of beneficial owners and to file this information with the CIPC on a regular basis. It also defined concepts such as beneficial owners and affected companies.
The purpose of these amendments was to provide the relevant authorities with the necessary information to reduce the risk of money laundering, financial crimes, and reputation damage.
Who needs to file beneficial ownership?
The following types of companies are required to file beneficial ownership to CIPC:
Private Companies ("PTY")
Close Corporations ("CC")
Non-Profit Companies ("NPC")
State Owned Companies ("SOC")
Personal Liability Company ("PLC")
Public Companies ("LTD") - while these records are kept by a competent authority such as the Johannesburg Stock Exchange ("JSE"), they are still required to submit a register of beneficial owners as per the Companies Regulations (as amended).
The following types of companies are not required to file beneficial ownership to CIPC:
Primary Co-Operative ("co-op")
In terms of who can file beneficial ownership, anyone who has been mandated by the company to file this information may do so.
Who are the beneficial owners?
The beneficial owners are the individuals who ultimately own or control a company, either directly or indirectly, by holding a beneficial interest of 5% or more in the company or share class (although CIPC only record beneficial owners with 5% or more in the company). Typically, these are the shareholders or members of a company.
In the case of a PTY, the beneficial owners are the shareholders if they are:
Individuals holding 5% or more of the issued shares
Companies with beneficial owners holding a beneficial interest of 5% or more in the original company (including foreign companies)
Trusts with beneficiaries
In the case of a CC or PLC, members holding 5% interest or more in the company.
In the case of an NPC with members, the members would be the beneficial owners.
In the case of an NPC without members, the directors would be the beneficial owners.
In the case of an SOC where a shareholder is a minister, the minister would be the beneficial owner.
When is the deadline for filing to CIPC?
The original deadline was 1 October 2023, which was 6 months from the commencement of the General Laws Amendment Act.
The new deadline for filing beneficial ownership to CIPC is within 30 days of the company's next anniversary date (similar to annual returns) or within 10 days of incorporation if they were registered after 24 May 2023.
Companies are also required to file any changes to this information within 10 days of changes occurring.
As of 1 July 2024, a hard-stop functionality has been implemented which will check if there has been a beneficial ownership filing within the same calendar year as the annual return filing for that company. Unless you have filed your beneficial ownership for that calendar year, you'll be unable to file your annual return.
What documents are required?
The following documents are required to file beneficial ownership to CIPC (and are produced automatically when you file with InfoDocs):
Mandate to Lodge Beneficial Ownership (aka Ordinary Resolution)
Register of Beneficial Owners (aka Register of Beneficial Interest)
Register of Shareholders (aka Register of Securities) or Register of Members (in the case of a CC, PLC or NPC with members)
Beneficial Ownership Diagram (aka Disclosure Form)
Verified/Certified ID/Passports of beneficial owners
Once your beneficial ownership has been filed and the supporting documents submitted, you will receive a confirmation from the CIPC in the form of a certificate to confirm receipt.
Foreigner Assurance
Any foreign beneficial owner needs to be verified on CIPC before they can be disclosed as beneficial owners of a company.
The process requires capturing personal information and contact details, providing OTPs and uploading a certified ID/passport. Following which, the CIPC will send approve or reject the application (usually within 1-3 hours). For the full details, read our article on how to verify a foreigner on CIPC.
InfoDocs has implemented a foreigner verification check which will tell you ahead of time whether a foreign beneficial owner has been verified or not to ease the extra burden this places on company secretarial work.
For questions or comments, simply email us at [email protected]. We would love to hear from you!
Updated on: 08/08/2024
