0800 007 269 (Toll Free)
Get Compliant from Anywhere, Easy and Fast!
0800 007 269 (Toll Free)

Get Compliant from Anywhere, Easy and Fast!

0800 007 269 (Toll Free)
Get Compliant from Anywhere, Easy and Fast!

Table of Contents

  • Business Compliance

Navigating CIPC Beneficial Ownership & Annual Returns Compliance

Navigating Annual Returns and CIPC Beneficial Ownership in South Africa

Since 1 July 2024, South African businesses must disclose Beneficial Ownership details before Annual Returns can be submitted to the Companies and Intellectual Property Commission (CIPC). This new requirement, under Notice 67 of 2023 brings about changes designed to promote transparency and address financial misconduct like money laundering.

CLICK TO VIEW IMPORTANT CIPC MEDIA STATEMENT: 28 NOV 2024

CIPC has referred non-compliant companies and close corporations for Annual Return Deregistration in the first week of December 2024. Final deregistration will take place at the end of February / beginning of March 2025 for those still non-compliant.

In this article, we’ll discuss the concept of Beneficial Ownership (BO), its connection to Annual Returns and Share Certificates, and how Company Partners can assist you in navigating these regulatory changes with a quick, easy, and simplified BO process.

The team discussing CIPC beneficial ownership regulations in 2024

What exactly does the term "Beneficial Ownership" refer to?

Beneficial Ownership refers to any person that directly or indirectly has ultimate control or ownership of an entity. Regardless of listed shareholders, an individual may still be deemed a Beneficial Owner if they exert significant control or derive benefits from the company’s activities, even if they don’t appear on the shareholder list.

CIPC requires companies to provide in-depth details regarding their Beneficial Ownership details as directed by new regulations in South Africa.

Before the new Beneficial Ownership regulations came into effect , businesses did not have to declare their Beneficial Ownership information. This created challenges for authorities in keeping track of who the real owners of companies are, which could potentially result in tax evasion or other unlawful activities.

How has Beneficial Ownership effected Annual Returns Filing?

As per CIPC Media release 4 of 2024, CIPC will strickly enforce this regulation by implementing a ‘hard stop’ restriction on filing annual return. As of 1 July 2024 all businesses in South Africa must now file their Beneficial Ownership information before submitting their Annual Returns. CIPC has also started issuing official Compliance Notices (Form CoR 139.1) to companies for non-compliant with beneficial ownership filing obligation.

Failure to comply with the Compliance Notice within 7 working days will result in the Commission doing the following:

  • The disclosure certificate of ASP will with immediate effect change the compliant status filed to ‘Failed to Comply with the Compliance Notice” in red. The purpose of the status file is to alert stakeholders about compliance levels of the identified legal entity, as per the attached Customer Notice 65 of 2016.
  • Applying to a court for the imposition of an administrative fine or referring the matter to the National Prosecuting Authority for prosecution as an offence in terms of section 214(3) of the Companies Act, 71 of 2008, as amended.

Repeated non-compliance may lead to a person being placed on probation as a director, or declared a delinquent director, and disqualified from serving as a director, in terms of section 162.

How to File your Beneficial Ownership at CIPC?

You can file your Beneficial Ownership information directly on the CIPC e-services portal, which involves several steps and document submissions.

CIPC requires comprehensive documentation, including detailed information on all Beneficial Owners. Due to these requirements, the process can demand significant attention to detail and careful management to avoid delays or compliance issues, making it a potentially complex task without guided assistance.

What we need to help you with your annual returns and beneficial ownership at the CIPC
Company Partners expert tip on a CIPC beneficial ownership

This is where Company Partners simplifies the BO process making it hassle-free. Our system automatically generates the necessary registers and disclosure forms required to complete your Beneficial Ownership registration at CIPC, ensuring a fast and efficient experience from start to finish.

Company Partners process on how we help with your beneficial ownership compliance at the CIPC
Download CIPC Beneficial Ownership Infographic

Now that we have reassured you about how simple and fast it is to submit your BO application can be, let’s delve into the topic of Annual Returns and Compliance.

Why Are Annual Returns Important For Compliance?

Each year, businesses are required to file an Annual Return with the CIPC to verify the accuracy of their company details and also disclose their Beneficial Ownership Register during this process.

Failure to adhere to Annual Returns compliance within 30 days of your company’s anniversary date will lead to admin penalty fees as well as deregistration of the company, in terms of section 80 to 82. CIPC may also issue an official Compliance Notice (Form CoR 139.1).

Deregistration means your company no longer exists as a legal entity. Without legal status, the company cannot transact or operate legally, and its bank account may be frozen. This is because the bank requires an active company registration with the CIPC to comply with regulations such as the Financial Intelligence Centre Act (FICA). If your company is flagged for non-compliance, some banks might notify you to resolve the issue (i.e., file your outstanding returns) within a specific timeframe. If the issue is not resolved, they might freeze your business bank account until your company is reactivated by the CIPC.

What You Should Do

Here is an easy-to-follow guide on how to comply with the new regulations and how Company Partners could provide support:

Submit your Beneficial Ownership Register

If your company was officially registered prior to 24 May 2023 you will need to include your Beneficial Ownership Register along with your Annual Return submission. Companies that were registered after the mentioned date need to ensure their register is filed within 10 days of incorporation.

Ensure you submit your Annual Returns on time for the year.

Submitting your Annual Return is mandatory for all registered businesses. Failing to meet the deadline could lead to de-registration or hefty fines.

Make sure you update your share certificates regularly.

Every business needs to keep Share Certificates to confirm shareholder ownership rights for tasks like setting up bank accounts or settling ownership disputes.

Stay Ahead of Compliance with Company Partners

The recent regulations from CIPC might feel a bit daunting; however, you have nothing to worry about with Company Partners by your side to ensure your business stays on the side of the law. 

Think of us as your go-to experts for handling tasks like submitting your Beneficial Ownership Register, taking care of Annual Returns submissions, and keeping your Share Certificates up to date.

What Makes Us The Smart Choice?

  • Expert Compliance Assistance: Our team of specialists are well-versed in the latest CIPC regulations, ensuring that your company meets all requirements promptly.
  • Quick and Easy BO Filing: Once we receive the signed mandate on the auto-populated documents, we will finalise your BO registration or update with CIPC within 24hrs.
  • Affordable and Transparent Pricing: We offer a full range of services at competitive rates, so you can stay compliant without breaking the bank.
  • Free Consultation: Not sure where to start? Give us a call for a FREE consultation with one of our 50 specialists on 0800 007 269 (Toll-Free), and we’ll guide you through the process.

Save time, meet Beneficial Ownership & Annual Returns Compliance, and let us handle the details!

Contact us today!

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