CIPC: Beneficial Ownership (BO) Filing Compliance Inspections

CIPC: Beneficial Ownership (BO) Filing Compliance Inspections logo

Summary:
The Companies and Intellectual Property Commission (CIPC) has reminded all registered entities that routine Beneficial Ownership (BO) on-site and virtual inspections (where applicable) will be conducted to verify the accuracy and completeness of Beneficial Ownership information submitted.


Article:
CIPC has reminded all registered entities that, in terms of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (GLAA) and the amended Companies Regulations, the Commission is mandated to collect and maintain Beneficial Ownership (BO) information for registered entities.

The purpose of collecting Beneficial Ownership information is to promote transparency regarding the natural persons who ultimately own or exercise effective control over companies and other legal entities, and to assist in preventing the misuse of corporate structures for money laundering, terrorist financing, and other illicit financial activities.

CIPC has the responsibility to monitor compliance with the Companies Act 71 of 2008, as amended,and this includes monitoring compliance of BO - by way of inspections.

Entities selected for inspection are advised to take note of the following regarding the BO Inspection Process:

  • Inspections will be conducted by a minimum of two (2) duly appointed CIPC Inspectors.
  • Each Inspector will carry and present an official CIPC S209 Inspector Certificate as proof of their appointment and authority to conduct the inspection.
  • The directors of a company, or in the case of close corporations and other applicable entities, the members of the entity, are required to personally attend and be present during the inspection in fulfilment of their fiduciary duties and statutory obligations. Attendance by filers, company secretarial professionals, consultants, representatives, or other support personnel does not replace this requirement, and such individuals may not attend in lieu of the directors or members. Directors or members must be available in person to participate in and respond to matters arising during the inspection.
  • Inspections can be conducted either physically at the entity’s premises or virtually, as determined by CIPC.

During these inspections, the CIPC officials must be provided with access to documents and records relating to:

  • Beneficial Ownership information filed with CIPC;
  • Securities Registers and Beneficial Interest Registers, where applicable;
  • Shareholding structures; director register
  • Supporting documentation identifying ultimate beneficial owners; and
  • Any other information required to verify compliance with applicable legislation.

The Commission further reminds entities that:

  • A beneficial owner is an individual who directly or indirectly ultimately owns or exercises effective control over a company.
  • The threshold of 5% ownership and/or control applies for Beneficial Ownership reporting purposes.
  • Companies incorporated on or after 24 May 2023 are required to file Beneficial Ownership information within 10 business days of incorporation
  • Companies incorporated before 24 May 2023 are required to file the applicable Beneficial Ownership records as part of their Annual Returns process.
  • Although a BO declaration may have been submitted previously, companies remain obligated to submit and update BO information each year within 30 business days after the anniversary of the entity as part of their annual compliance obligations.
  • Failure to comply with the Beneficial Ownership filing and record-keeping requirements prescribed in section 24 of the Companies Act constitutes an offence under the Act. *Non-compliance may result in regulatory enforcement action, including the issuance of compliance notices, the imposition of administrative penalties, and any other measures provided for in terms of the Companies Act.
  • The submission of false, inaccurate, or misleading Beneficial Ownership information or declarations in terms of section 214 of the Companies Act constitutes an offence. Any person found to have knowingly provided false or misleading information may be subject to criminal prosecution, as well as any other sanctions or enforcement measures provided for under the Act.

For further information on Beneficial Ownership filing requirements, guidance materials, and frequently asked questions, visit https://www.cipc.co.za/?page_id=16055 and access the Beneficial Ownership section under e-Services.

Click here to download Notice 36 of 2026:

https://www.cipc.co.za/wp-content/uploads/2026/07/Notice-36-of-2026.pdf 

Relevance to Auditors, Independent Reviewers & Accountants:

  • The Companies Act and Regulations is yet another piece of legislation that your clients must comply with, and which you must assess compliance with.  If they don’t comply with the relevant laws and regulations, you have certain reporting obligations in terms of NOCLAR (NOn-Compliance with Laws And Regulations) – this could include reporting to management, qualifying your audit opinion, reporting a Reportable Irregularity, etc.
  • As an auditor, independent reviewer and accountant, you also need to monitor your client’s compliance with the Companies Act and all relevant notices/enforcements/practice notes/customer letters issued by CIPC as the regulator.
  • Where you perform these compliance tasks on behalf of your client, you need to ensure that you comply with all relevant notices/enforcements/practice notes/customer letters issued by CIPC as the regulator.
  • Your clients will also have to comply with the resultant General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act regarding anti-money laundering measures to be taken.
  • As an auditor, independent reviewer and accountant you need to consider the impact of the Companies Act on your service offerings, as well as on your client’s beneficial ownership filing obligations – more specifically, being aware of the finer details of CIPC’s BO Inspections process).

Relevance to Your clients:

  • An entity (company or close corporation) has a duty to comply with the Companies Act, and all relevant notices/enforcements/practice notes/customer letters issued by CIPC as the regulator.
  • Your clients will also have to comply with the resultant General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act regarding anti-money laundering measures to be taken – and more specifically, being aware of the finer details of CIPC’s BO Inspections process.

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