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CIPC: Beneficial Ownership filing Guidance
- 31 May 2023
- Accounting
- South African Accounting Academy
This document is to guide filers and users on the steps for filing beneficial ownership details via the online automated process of filing, and also to provide legislative and practical guidelines (explanatory notes) on the purpose of filing.
The CIPC is to keep a register of beneficial ownership (BO) for companies and close corporations.
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.
Here are the Transitional Arrangements with regard to the filing of Beneficial Ownership of existing companies:
- Entities incorporated before 24 May 2023 will have to file their Securities Register or Beneficial Interest Register (whichever is applicable to the entity in line with whether it's an Affected or Not an Affected entity) as part of its Annual Returns filing process from 24 May 2023 - which is the date of publication of the final Amended Companies Regulations.
This notice has been issued in terms of Regulation 4(1)(a) of the Companies Act Regulations, 71 of 2008, which provides that a Regulatory Agency may issue a guidance document with respect to a matter within its authority, which provides for recommended procedures, standards or forms advising on best practice.
Click here to download Guidance Note 2 of 2023:
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 Regulations on your service offerings, as well as on your client’s beneficial ownership filing obligations.
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, the Beneficial Ownership filing requirements.
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