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BENEFICIAL OWNERSHIP INFORMATION

A shareholder of a public company may hold shares directly or indirectly. A registered owner holds shares directly with the company, and a beneficial owner holds shares indirectly through the bank or any other juristic person, including trusts. Since 1st April 2023, the Companies and Intellectual Property Commission (CIPC) launched its beneficial ownership (BO) register for companies and close corporations.

The aim of establishing the BO register is to have a repository/register of natural persons who own or exercise control over legal entities: to assist law enforcement with relevant information when it comes 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. (Anti-Money Laundering and Combating Terrorism Financing) The register to be kept is for the applicable companies and close corporations to submit any beneficial ownership information relating to that entity. Anyone with more than 5% beneficial ownership of a company or close corporation must submit (file) with the CIPC, the requisite information.

You can file if you have a registered code with CIPC, for all the companies you could be listed as a director, or either give a mandate in writing to Mapudi@serv to act on your behalf. This will have to be on the company letterhead, in the form of a letter, resolution or power of attorney. All the directors with full rights to act on such should provide certified copies of their IDs, Securities register (Section 33(1)(Aa) of the Companies Act, Beneficial Interest register (Section 56(7)(Aa) of the Companies Act) for affected companies.

In terms of the regulations, entities incorporated after promulgation of the amended Companies Regulations must file beneficial ownership within 10 business days after the date of incorporation. Pre-existing companies which had their anniversary date after the promulgation of the amended Companies Regulations, must also file their beneficial ownership. The Commission will be enforcing filing of their beneficial ownership

BENEFICIAL OWNERSHIP includes:

Holding of beneficial interest in the securities of a company; Control over voting rights or control over the exercise of voting rights associated with securities of a company; The exercise of the right to appoint/remove members of the board of directors of a company; Holding beneficial interests in the securities of a holding company, through a subsidiary or the ability to exercise control through a chain of ownership of a holding company through its subsidiary; The ability to exercise control through a chain of ownership of….
(i) A juristic person other than a holding company of that company;
(ii) A body of persons corporate or unincoporate (i.e body corporate of an estate – NPC;
(iii) A person acting on behalf of a partnership;
(iv) A person acting in pursuance of a trust or agreement(i.e trustees, beneficiaries of a trust, beneficiaries of an agreement); The ability to otherwise materially influence management of that company – effective control. Companies that need to file the BO information are as follows: Profit Companies Non-profit Companies External Companies Close Corporations For filing or submission of BO will need: All existing companies are required to submit information on beneficial ownership to the CIPC in line with the annual returns anniversary date and companies formed after 24 May 2023 need to submit their beneficial ownership information within 10 days of the incorporation.

FEES will be determined on request

Duration: 5-10 Days

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