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.
On January 10, 2025, the CIPC published Customer Notice 4 of 2025 along with a list of non-compliant entities, and urged them to comply within 7 business days with filing of BO declaration and Securities Registers. Failure to comply will result in the company or close corporation not being able to perform any transactions with CIPC and will further be issued with a compliance notice and/or a court sanctioned administrative fine and ultimately referred for deregistration.
What documents are required?
The following documents are required to file beneficial ownership to CIPC:
- 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). 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 help@bizgrowthsolutions.co.za.
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