Beneficial Ownership

What you need to know

In accordance with the General Laws (anti-Money Laundering and Combatting Terror Financing) Amendment Act, 22 of 2022, which amended the Companies Act, 2008, companies are required to submit Beneficial Ownership information to CIPC within 10 days of the company`s initial registration.

From 1 July 2024, CIPC is enforcing beneficial ownership declarations alongside annual return filings which means that companies can no longer file annual returns without a valid Beneficial Ownership declaration.

Additionally, each time there is a change of beneficial ownership, a new declaration is required.

CIPC requires both a security register and a beneficial ownership register which we will compile for you. All you need to do is complete the online application, sign the mandate and upload your ID`s or passports for foreigners. We will file the submission with CIPC who will issue a Beneficial Ownership filing certificate once they have checked and verified the information.

Good to know

The first Beneficial Owner is included the application price; thereafter add R100 for each additional Beneficial Owner.

If your company has never issued shares to the shareholders you would need to do so first. Please click HERE

Price : From R590
How long does it take? 1-7 Days

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021 595 4433

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Frequently Asked Questions

What is Beneficial Ownership?

It is the process of identifying the individual or “warm body” who ultimately owns or who controls a company.

Can a Trust or a Company be a Beneficial Owner?

No, only a natural person.

What is the purpose of Beneficial Ownership?

To identify who owns or controls a company to help combat money laundering and combat terrorism financing.

Is there a limit to the number of beneficial owners?

No, there can be more than one person who is the beneficial owner of the company.

What is the minimum equity threshold before which a person can be considered a beneficial owner?

5%

Will the public have access to CIPC`s Beneficial Information?

No, it will only be available to law enforcement agencies

What supporting documents are required to file a Beneficial Ownership submission?

Signed mandate, Securities Register, Certified IDs and a Disclosure Diagram

Securities Register vs Beneficial Ownership Register

A securities register is a list of all the current shareholders of a company. These include Individuals, Trusts and other Companies. The Beneficial Ownership register is a list of only the Individuals who control or own more than 5% of the company.

How is control defined for Beneficial Ownership?

• Any individual with who has company voting rights.• Any individual who has the right to appoint or remove directors.• Any Individual who has the ability to materially influence the management of a company.

What is meant by an affected company in terms of Beneficial Ownership?

An affected company is a public company, a state-owned company or a private company if more than 10% of its issued shares have been transferred within 24 months immediately before the assessment (other than to between related persons) or a private company that is a subsidiary of a holding company. Affected companies must have separate Beneficial Ownership and Securities Registers.

Can you hold shares on behalf of other people?

Yes. The individuals whose shares are being held for them by other people in order to remain anonymous are considered to be the beneficial owners.

Do NPCs need to submit Beneficial Ownership information?

Yes and No, If the NPC has members, then Yes; however, if the NPC has no members, then NO

When must you file Beneficial Ownership?

• 10 days after the registration of the company.• With 10 days after any change.• Within 30 days after the anniversary of the company. (Even if there are not changes)

Does a Trust need to register Beneficial Ownership with CIPC?

No, Trusts are required to register with the Master of the High Court who will share the data with CIPC

If a Trust owns a Close Corporation do you have to register the Beneficial Ownership

No, the information is already captured with CIPC. The Trust is still required to register with The Master of the High Court and complete the Securities Register with CIPC

If you are the sole director and sole shareholder, do you have to register the Beneficial Ownership?

Yes you do

Is a director of a company a Beneficial Owner?

Not automatically; only if they have the power to appoint or remove other directors.

Will the disclosure certificate list the Beneficial Owners?

No, a disclosure certificate only states if the company is compliant or not

Are penalties levied for non-compliance of beneficial ownership completion?

Yes

Do close corporations need to file a members` register

No, as this information is already known to CIPC, close corporations only have to file Beneficial Ownership Interests

Are holding companies required to file a securities register?

No, they only need to file the beneficial owners register

What is a Non-Affected Company?

Non-affected companies are all companies other than affected companies and can combine their Beneficial register and Security Register into one document.

Must Beneficial Ownership filed annually?

Yes, you must file a Beneficial Ownership Declaration within 30 business days of your incorporation anniversary date each year, even if no changes occurred. Failing to file can result in penalties, compliance notices, or even deregistration of the entity.

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