The Companies and Intellectual Property Commission (CIPC) will, with effect from the 1st of July 2024,
strictly enforce the filing of Beneficial Ownership Declarations with the filing of Annual Returns. The
requirement for companies and close corporations, registered with the CIPC, to file Beneficial Ownership
information was initiated as a result of the amendments brought about by the General Laws (anti-Money
Laundering and Combatting Terrorism Financing) Amendment Act, 22 of 2022, which amended the
Companies Act, 2008 (“the Act”).
In terms of the amendment, as from 24 May 2023, with the implementation of the relevant Regulations, all
companies and close corporations must file their Annual Returns with the CIPC, together with the Beneficial
Ownership Declaration and security register or beneficial interest register (as applicable), within 30
business days after its anniversary date.
While CIPC customers were initially afforded an “option” to defer the filing of Beneficial Ownership
information together with Annual Returns, this will no longer be the case, as from the 1st of July 2024.
The implementation of the hard-stop functionality means companies and close corporations will not
be able to file their Annual Returns via any of the CIPC electronic platforms unless the Beneficial
Ownership Declaration has been submitted and/or is up to date. As per the Act, as amended, Beneficial
Ownership Declarations, Annual Financial Statements /Financial Accountability Supplements must be
filed with an Annual Return.
The significance of Beneficial Ownership Declaration is to have a repository/register of natural persons
who own or exercise effective control over legal entities; to assist law enforcement with relevant information
during their investigations of who the ultimate owners of an entity are; and to mitigate the risks identified in
the national risk assessment where legal persons were identified as vehicles prone to abuse for money
laundering and terror financing activities.
All companies and close corporations are required by law to file their Annual Returns with the CIPC
during their anniversary month every year. As such, enterprises are required to comply with Beneficial
Ownership Declaration filings during the same period. There are several consequences a company or
close corporation may face if Beneficial Ownership information is not up to date. The entity may incur
penalties for the late filing of Annual Returns, enforcement action may be taken by the CIPC through
investigation into the administration and governance processes of a business and even the issuing of
a compliance notice; and/or referral for deregistration and even final deregistration due to noncompliance.
The CIPC encourages its customers not to view the enforcing of Beneficial Ownership filing as a punitive
measure, but rather as a collective effort to promote transparency and to minimize the risk of financial
crimes in South Africa. In the words of the CIPC Commissioner, Adv. Rory Voller “Promoting a culture of
transparency and integrity can elevate South Africa as one of the sought after investor friendly destination
and thereby unlock progress towards economic growth and development.”
It is imperative that all companies and close corporations ensure compliance with the Beneficial Ownership
filing requirements, to ensure good corporate governance and business continuity.
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For enquiries, please contact Ngele accountants 0837539995