Draft regulations for reporting on beneficial ownership information

The Companies and Intellectual Property Commission (CIPC), on behalf of the Department of Trade, Industry, and Competition, has invited interested parties to submit written comments on the draft regulations of the Companies Act 71 of 2008, as amended.

The General Laws (Anti-Money Laundering and Combating of Terrorism Financing) Amendment Act, 2022 (Act No. 22 of 2022) has necessitated the introduction of legal provisions to support the collection of beneficial ownership information and give the CIPC a mandate to request companies to file and update such information as and when applicable. It is expected to enhance transparency and accountability, ultimately promoting economic growth and stability.

What is a beneficial ownership register?

The beneficial ownership register is intended to serve as a repository of information about natural persons who own or control legal entities. This information will assist law enforcement agencies in their investigations and help mitigate risks associated with money laundering and terrorism financing activities.

What are the new requirements?

Affected companies

Keep a register of persons who hold beneficial interest equal to or in excess of 5% of the total number of securities issued by the company, including the following information:

• Full name, date of birth or if a juristic person, full name and registration number.
• Residential and postal addresses,
• email address, and
• confirmation of the extent of ownership or control of the company
• Companies must file a copy of the register of the disclosure of beneficial interest, together with their annual return.

The register of beneficial interest of an affected company should be kept up to date.

Companies are required to file applicable COR form or provide written notice to the Commission regarding changes to the following information:

• Name of the company (on or within 10 days of the change)
• The legal type and status of the company (on or within 10 of the changes)
• Directors (on or within 10 of the changes)
• The address of the registered office (at least 5 business days before the change is effected)
• The memorandum of incorporation or other founding documents (at least 5 business day before the change is effected)

Unaffected companies whose securities are held by one person for the benefit of another must also record detailed information as stated above on all beneficial owners.

Comments on the draft regulations

Send your questions or comments on the draft regulations to technical@saiba.co.za.

You can read the draft regulations here.