What Is Beneficial Ownership?
Beneficial ownership refers to the natural persons who ultimately own or control a company, even if the shares are held through nominees, trusts or other entities. The aim is to improve transparency and combat money laundering, terrorist financing and tax evasion.
Why It Matters
- Regulatory Compliance: The CIPC now requires all companies and close corporations to file details of their beneficial owners. Non‑compliance can lead to fines, penalties and even deregistration.
- International Standards: South Africa is aligning with global FATF standards to avoid greylisting and maintain investor confidence.
Who Must Report?
- Private companies, public companies and non‑profit companies
- Close corporations
- Trusts (via the Master of the High Court)
- Co‑operatives (through their B‑BBEE declarations)
How to Declare Beneficial Owners
- Identify Beneficial Owners: Determine who owns or controls at least 5% (private companies) or 10% (public companies) of shares or voting rights, directly or indirectly.
- Gather Information: Obtain full names, ID numbers (or passport numbers), contact details and the nature of ownership.
- File via CIPC e‑services: Log in to your CIPC profile and submit beneficial ownership information. Existing companies must file an annual return, along with their annual return.
- Update Changes Promptly: Within 10 business days of any change in ownership, update your Beneficial Ownership Register.
Deadlines and Penalties
- Initial Filing: Many companies were required to file by the end of 2024.
- Annual Submission: Thereafter, submit updated information each year when filing annual returns.
- Non-Compliance: Failure to submit can result in deregistration, fines, or referral to law enforcement authorities.
Best Practices
- Keep ownership structures simple and transparent.
- Maintain accurate registers and supporting documents.
- Review shareholding regularly, especially before bringing in new investors.