Just at the click of a button, we can access your company registers! Our company registers provides the ability to store all your minutes, resolutions, share certificates, director register, Beneficial Ownership (BO) register, company registration documents, and other statutory documents online, so you can easily find them when you need them again.
in the Cloud
Company Secretarial system
BO + ANNUAL DUTIES
How much it cost?
Beneficial Ownership & Annual Duties
Get Compliant from Anywhere, Easy and Fast!
ZAR1,025Per Year
- Filing of Beneficial Ownership (BO)
- Submission of CIPC Annual Duty Returns (excluding CIPC duty fees)
- An online Company register to store all your minutes, resolutions, share certificates, director register, and other statutory documents online
Main Requirements:
- Certified ID or Passport documents
- Company Documents
- Timeframe: 1-Week
at CIPC
Beneficial Ownership Register
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, 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
- Trusts with beneficiaries (although this information is not required by CIPC as it’s submitted to the Master of the High Court)
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. Legally speaking, companies are also required to file any changes to this information within 10 days of changes occurring. However, the CIPC do not currently support the submission of changes to beneficial ownership.
How to file beneficial ownership?
Simply contact us and we will be able to assist with the beneficial ownership. The following documents are required to file beneficial ownership to CIPC (and are produced automatically when you file with us):
- 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
Use Company Registers for:
Frequently Asked Questions
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What exactly is beneficial ownership (BO)?
BO isn’t just about who owns shares in a company. It’s about understanding who has significant influence or control, even if they don’t own shares directly. Think of it as identifying the real people behind a business, ensuring there’s clarity and transparency in operations.
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What type of entities are required to file Beneficial Ownership at CIPC?
The following entity types are required to file Beneficial Ownership information, if applicable: Profit companies Non-profit companies External companies Close Corporations
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Why is registering beneficial ownership with the CIPC so important in South Africa?
In South Africa, transparency in business operations is paramount. Registering your beneficial ownership with the CIPC not only ensures you’re adhering to local regulations but also builds trust with stakeholders. It’s a proactive step that showcases your commitment to ethical business practices and positions you favorably in the market.
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I'm just starting my business. Do I need to worry about beneficial ownership now?
Starting on the right foot is essential. By understanding and registering your BO details early on, you’re setting a foundation of transparency and compliance. It’s not just about avoiding penalties; it’s about establishing a reputation of trustworthiness from the outset, which can be invaluable as your business grows.
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Are there penalties for not registering or inaccurately registering beneficial ownership details?
Indeed, there are. South African regulations are stringent about BO, and non-compliance can lead to substantial fines. But it’s not just about avoiding penalties; accurate registration ensures you’re operating with integrity, which can have long-term benefits for your business reputation and relationships.
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I've heard about beneficial ownership trusts. What are they?
BO in trusts can be a bit complex. Essentially, they refer to situations where one individual or entity holds assets on behalf of another. It’s a way to manage and protect assets, but like all forms of ownership, it’s crucial that these trusts are transparent and correctly registered to ensure all parties involved are protected and compliant.
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Phone: +27 67 286 0786 WhatsApp: +27 67 286 0786 Email: [email protected] WhatsApp Link: click here Website: https://gfi-group1.com