Since 2023, CIPC requires all South African companies to declare their beneficial owners — the real people who ultimately own or control the company. From 2025, this declaration must be completed before you can file your Annual Return. This guide explains who qualifies as a beneficial owner and walks you through the declaration process step by step.
Who This Is For
- All registered private companies (Pty Ltd)
- Close corporations (CCs) registered with CIPC
- Non-profit companies (NPCs)
- Directors and company secretaries filing Annual Returns
- Accountants preparing BO declarations for clients
What is Beneficial Ownership?
A beneficial owner is a natural person (human being, not a company) who ultimately owns or controls a company. This goes beyond legal ownership to identify the real people behind corporate structures.
Key Principle
Beneficial ownership is about transparency. It prevents companies from being used to hide the identities of the people who actually benefit from or control them. This helps combat money laundering, tax evasion, and other financial crimes.
Why It's Required
South Africa is required to maintain beneficial ownership registers as part of its commitments to:
- Financial Action Task Force (FATF) — Global anti-money laundering standards
- Companies Act amendments — Section 56 requires disclosure
- FICA regulations — Customer due diligence requirements
Who Qualifies as a Beneficial Owner
A person qualifies as a beneficial owner if they meet any one of these criteria:
Ownership Criterion
Directly or indirectly owns 25% or more of the shares, voting rights, or partnership interest in the company.
Control Criterion
Exercises control over the company through other means, even without significant ownership.
Ownership vs Control
Someone can be a beneficial owner through control even if they don't meet the 25% ownership threshold. Control includes:
| Type of Control | Example |
|---|---|
| Right to appoint/remove directors | Shareholder agreement giving this right |
| Right to veto major decisions | Special class of shares with veto rights |
| Control via contractual arrangements | Management agreements, franchise agreements |
| Significant influence over management | Family relationships, de facto control |
| Trust beneficiary with control | Trust deed giving control to specific beneficiary |
The 25% Rule Explained
The 25% threshold applies to each of the following separately:
- Shareholding: 25% or more of issued shares
- Voting rights: 25% or more of voting rights
- Profit entitlement: 25% or more right to profits
Indirect Ownership
Beneficial ownership traces through corporate chains to find the ultimate natural person. You must "look through" intermediate companies.
Example: Indirect Ownership
Result: John indirectly owns 50% of Company B (100% × 50% = 50%) and is a beneficial owner.
Information Required
You must provide specific information for each beneficial owner identified.
For Individual Beneficial Owners
| Information | Notes |
|---|---|
| Full legal names | As per ID document |
| Date of birth | DD/MM/YYYY format |
| Nationality | Country of citizenship |
| ID number or passport number | SA ID or valid passport for foreigners |
| Country of issue (if passport) | For non-SA nationals |
| Residential address | Not a PO Box — physical address required |
| Email address | Personal or business email |
| Nature of interest | Ownership %, control type |
| Percentage of ownership | Direct and indirect combined |
| Date interest was acquired | When they became a BO |
For Trusts (as Shareholders)
If a trust owns 25% or more of the company, you must identify the trust's own beneficial owners:
- Founder(s): Person(s) who established the trust
- Trustee(s): All trustees administering the trust
- Beneficiaries: Named beneficiaries (if identifiable)
- Protector: If the trust has a protector
Filing Process Step-by-Step
Step 1: Prepare Your Information
Before logging in to CIPC, gather the following:
- Company registration number
- Shareholder register (current shareholding)
- Shareholder agreements (for control provisions)
- ID copies for all beneficial owners
- Residential addresses for all beneficial owners
- Trust deed (if trust is a shareholder)
- Organogram showing corporate structure (if complex)
Step 2: Log in to CIPC Portal
- Go to https://bizportal.cipc.co.za
- Log in with your CIPC username and password (or create an account if you don't have one)
- Navigate to Company Services → Beneficial Ownership
- Search for your company using the registration number
Step 3: Complete the Declaration
- Company verification: Confirm the company details are correct
- Add beneficial owners: For each BO, click "Add Beneficial Owner" and complete all required fields
- Specify interest type: Select whether interest is through ownership, voting rights, or control
- Enter percentage: Input direct and indirect ownership percentages
- Upload supporting documents: ID copies may be required
- Review all entries: Double-check all information is accurate
Step 4: Submit and Verify
- Declaration confirmation: Tick the declaration box confirming the information is true and correct
- Submit the form: Click Submit to file with CIPC
- Save confirmation: Download or screenshot the confirmation receipt
- Email confirmation: CIPC will send confirmation to your registered email
Special Situations
No Identifiable Beneficial Owner
In rare cases, no natural person meets the 25% threshold or control criteria. In this situation:
- Declare the senior managing officials (CEO, MD, or executive directors) as the beneficial owners
- Document the analysis you performed to reach this conclusion
State-Owned Companies (SOCs)
Companies wholly owned by the state have simplified requirements:
- Declare the government entity as the beneficial owner
- No need to trace further through government structures
Listed Companies
Companies listed on the JSE or other recognized exchanges:
- Subject to existing disclosure rules via SENS
- Still required to file BO declarations with CIPC
- Must identify shareholders with 5%+ holdings (per JSE rules)
Common Mistakes to Avoid
❌ Don't Do This
- Listing only legal shareholders without tracing to natural persons
- Forgetting indirect ownership through holding companies
- Using company addresses instead of personal residential addresses
- Omitting trustees when a trust is a shareholder
- Rounding ownership percentages incorrectly
- Missing shareholders with voting control (not just ownership)
- Providing outdated information from old shareholder registers
✅ Do This Instead
- Trace all ownership to natural persons (individuals)
- Calculate indirect ownership by multiplying through chains
- Use actual residential addresses for each BO
- Include all trustees and identifiable beneficiaries of trust shareholders
- Use exact percentages (e.g., 33.33% not 33%)
- Review shareholder agreements for control provisions
- Update the share register before filing
Penalties for Non-Compliance
Failure to comply with BO requirements carries serious consequences:
| Offense | Penalty |
|---|---|
| Failure to file BO declaration | Cannot file Annual Return → Leads to deregistration |
| Providing false information | Criminal offense Fine up to R1 million or imprisonment up to 10 years |
| Failure to update when changes occur | Administrative penalty May affect "in good standing" status |
| Obstructing CIPC investigation | Criminal offense Separate offense under Companies Act |
When to Update Your BO Declaration
You must update your BO declaration within 10 business days of any change. Update required when:
- Shares are transferred or new shares issued
- Shareholder agreements change control provisions
- A beneficial owner's personal details change (name, address)
- Trust trustees or beneficiaries change
- Parent company ownership structure changes
- New control arrangements are established
Frequently Asked Questions
Do I need to file if I'm the only shareholder?
Yes. Even sole proprietorships registered as Pty Ltd companies must file a BO declaration. The filing is simpler — you just declare yourself as the 100% beneficial owner.
What if my shareholders are all other companies?
You must trace through each corporate shareholder to find the natural persons who ultimately own them. Keep tracing until you reach individuals. If a corporate shareholder is publicly listed, you may stop at that level and note the exchange where they are listed.
Is the BO information made public?
No. BO information is confidential and only accessible to competent authorities (SARS, FIC, law enforcement) for legitimate purposes. The public can only see that a company has filed, not the details of who the beneficial owners are.
Do close corporations (CCs) need to file?
Yes. CCs registered with CIPC are subject to BO requirements. For most CCs, the members are the beneficial owners (as they typically own and control the business).
What if I can't identify a shareholder's beneficial owners?
You must take reasonable steps to identify BOs. If a shareholder refuses to provide information, document your attempts and consider whether this affects your obligations. You may need to note "unable to obtain information" with reasons, but this doesn't exempt you from filing.
How often do I need to confirm or re-file?
You should confirm your BO declaration annually when filing your Annual Return. Even if nothing has changed, CIPC may require you to confirm the existing information is still accurate.
What about foreign beneficial owners?
Foreign nationals can be beneficial owners. You'll need their passport details, country of citizenship, and foreign residential address. The same 25% ownership/control thresholds apply.
Next Steps
Need Help With Beneficial Ownership Filing?
Get quotes from verified company secretaries and compliance consultants who can help you complete your beneficial ownership declaration correctly.
- Verified & B-BBEE compliant providers
- Free quotes, no obligation
- Compare multiple providers
- POPIA compliant process