MANDATORY SUBMISSION OF BENEFICIAL OWNERSHIP REGISTER TO THE COMPANIES AND INTELLECTUAL PROPERTY COMMISSION
0JUNE 30, 2023
BY FHBCIN ADMINISTRATION AND SECRETARIAL SERVICES
The Companies and Intellectual Property Commission (“CIPC”) issued Guidance Note 2 of No 2023 to give effect and provide guidance on filing of Beneficial Owner Information as required by the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act of 2022. The Act amended the Companies Act and gave the CIPC a mandate to request companies to file and update Beneficial Owner Information.
The CIPC has implemented a Beneficial Ownership Register which will compel any individual who directly or indirectly owns 5% or more of a company, or exercises effective control over it, to register their beneficial ownership through the CIPC. This register will not be available to the public but will be shared with enforcement agencies as part of the efforts to combat money laundering and terrorism financing.
‘Beneficial Owner’ in respect of a company, means an individual who directly or indirectly, ultimately owns that company or exercise effective control of that company, including through –
The holding of beneficial interest in the securities of that company;
The exercise of, or control of the exercise of the voting rights associated with securities of that that company;
The holding of beneficial interests in the securities, or the ability to exercise control, including through a chain of ownership or control, of a holding company of that company;
The holding of beneficial interests in the securities, or the ability to exercise control, including through a chain of ownership or control, of a holding company of that company;
The ability to influence the management of that company materially.
Companies will be required to mandate an individual of their choice, by way of a Power of Attorney to file beneficial information on the company’s behalf to the CIPC. The mandated individual will be required to file:
the company’s Securities Register;
certified ID/passport copies (as applicable) of all recognized beneficial owners; and
a Disclosure form reflecting the hierarchy of entities and other legal forms (including all owners having less than 5% ultimate ownership or control over the company); and
any other supporting documentation that the CIPC may demand.
Every company registered with the CIPC will need to file its beneficial ownership register:
In the next six months commencing from 24th of May 2023;
In conjunction with the filing of the entities Annual Return each year; and
When any changes in the beneficial ownership within the company occur. This must be done within the following 10 business days following the effective date of the transaction.
FHBC would like to offer its clients the option of lodging the beneficial ownership register on their behalf.
The cost involved in performing these services will be as follows: (This is a once-off fee)
Fee per company at R450 (excl. VAT); except
In the case of a company which is owned by a trust at R1 150 (excl. VAT); and
In the case of a company where non-RSA resident companies, individuals or trusts are involved at R 1 750 (excl. VAT).
After the initial lodgement, FHBC will, as part of ongoing compliance, request an update from each entity every year, when its annual return is due, to confirm if any changes in the beneficial ownership have occurred. If any changes have occurred an updated beneficial interest register will need to be submitted per the above fee, whichever option is applicable to the company.
When any changes in the beneficial ownership occur apart from the above instances, the onus is on the client to inform FHBC of these changes that need to be implemented for an updated beneficial ownership register to be filed with CIPC and the necessary secretarial documentation to be prepared where applicable.
Should you have any questions or concerns relating to this matter, please feel free to contact Arné Bester at arne@fhbc.co.za.
SERTIFISERING VAN AFSKRIFTE / KOMMISSARIS VAN EDE
WAT IS DIE VERSKIL TUSSEN ‘N VRUGGEBRUIKER EN BLOOTEIENAAR EN WAT BEHELS HULLE VERANTWOORDELIKHEDE?
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