CIPC Beneficial Ownership Declaration: Who Must File and How

What is beneficial ownership?

Beneficial ownership asks: which real people stand behind this company? The legal shareholder may be another company, a trust or a nominee. The beneficial owner is the natural person at the end of that chain.

Under the Companies Act, as amended by the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022, a beneficial owner is a natural person who, directly or indirectly:

• holds 5% or more of the company’s shares or voting rights, or
• exercises effective control over the company in any other way, for example through the right to appoint or remove the majority of directors, through a shareholders’ agreement, or as the person in control of a trust or company that holds shares.

A company or trust can never be the beneficial owner. You always look through to the people behind it.

Who must file a beneficial ownership declaration?

• Private companies (Pty) Ltd: yes. Most owner-managed companies are “non-affected companies” on the CIPC system.
• Affected companies (public companies, state-owned companies and private companies regulated under the takeover provisions): yes, and they must also keep a register of beneficial interests.
• Non-profit companies (NPC): yes, declaring the people who control the company.
• Close corporations: yes. CCs file their beneficial ownership information with CIPC too.

On e-Services you choose between Affected Company, Non-Affected Company with no beneficial ownership to declare, and Non-Affected Company with beneficial ownership to declare. Most small companies fall in the last category.

Beneficial ownership deadlines

Since 1 July 2024, CIPC enforces the BO declaration together with the annual return: you cannot file the return on any CIPC electronic platform until the BO declaration is submitted and current.

What information you must declare

For each beneficial owner:

• full names and date of birth;
• ID number, or passport number and nationality for foreign nationals;
• residential and contact address;
• the nature and extent of the interest: the percentage held directly or indirectly, voting rights, or the form of control;
• the date they became a beneficial owner.

The company also confirms the details of its securities (share) register, and any third-party filer must upload a mandate signed on behalf of the company.

Documents to prepare

• The company’s up-to-date securities register. Don’t have one? See our share certificate and securities register guide.
• Certified ID copies of every beneficial owner.
• For holding companies: their share registers, up the chain to the natural persons.
• For trusts: the trust deed and the Master’s letters of authority, which identify the trustees, founder and beneficiaries.
• Any shareholders’ agreement that gives someone control rights.
• The beneficial ownership mandate, if an accountant or company secretary files for you.
• An ownership organogram: not always uploaded, but it is the fastest way to get the percentages right.

Worked example: calculating indirect ownership

Thabo Holdings (Pty) Ltd is owned like this:

• Thabo holds 60% directly.
• Lerato Investments (Pty) Ltd holds 40%. Lerato Investments is owned 50% by Lerato and 50% by the Mokoena Family Trust.

The look-through result:

Anyone below 5% can still be a beneficial owner if they exercise control, for example a person with the right to appoint the board.

How to file beneficial ownership on CIPC

1. Log in to CIPC e-Services with your customer code, password and security code.
2. Go to Transact → Beneficial Ownership and accept the declaration.
3. Select the enterprise and, if you are filing for the company, upload the signed mandate.
4. Choose the company type: Affected; Non-Affected with no BO to declare; or Non-Affected with BO to declare.
5. Confirm or capture the securities register information.
6. Capture each beneficial owner: names, ID or passport, nationality, address, and the nature and extent of the interest.
7. Submit and save the confirmation reference. Keep it with the company records and your bank FICA file.

Cost: CIPC charges nothing for a beneficial ownership filing.

Beneficial ownership register vs securities register

The two must agree. A share transfer updates the securities register and usually triggers a BO update within 10 business days.

Penalties and enforcement

• Annual return hard-stop: no current BO filing, no annual return, and eventually the risk of deregistration for non-filing.
• Compliance notices: CIPC can issue a compliance notice requiring the company to file.
• Administrative fines: a company that fails to comply with a compliance notice can face an administrative fine of up to 10% of turnover or R1 million, whichever is greater.
• False information: submitting false or misleading information to CIPC is an offence.
• Inspections: CIPC conducts beneficial ownership compliance inspections, and directors may be required to attend.
• Banks: banks check BO under their own FICA processes and can restrict accounts that don’t match.

Is beneficial ownership information public? No, not in the way the director list is. Access to the BO register is restricted to CIPC, regulators, law enforcement and other persons allowed by the Companies Act.

Have us file it for you

For R550 we work through your shareholding (including holding companies and trusts), prepare the organogram and mandate, file the declaration on CIPC, and send you the confirmation. If your annual returns are outstanding, we file them in the same session.