CIPC | Beneficial Ownership Reporting Deadline and Online Process for Directors’ Amendments

Beneficial Ownership Reporting

We are fast approaching the first anniversary of the Companies Act amendments which mandated the Companies and Intellectual Property Commission (“CIPC”) to oblige entities to disclose their beneficial ownership information to it from 24 May 2023.

Until now, CIPC has not communicated a clear deadline for beneficial ownership reporting. However, on 6 February 2024, CIPC issued a notice communicating the enforcement of beneficial ownership reporting.

In terms of this notice, CIPC confirmed that from 1 April 2024, CIPC will be introducing a hard-stop functionality that will prevent entities which have not filed their beneficial ownership from filing their annual returns with CIPC.

Accordingly, after 1 April 2024, CIPC will not allow entities to utilise the annual returns function on its website unless they have filed their beneficial ownership information. Therefore, failing to submit beneficial ownership information may result in entities facing penalties for not submitting annual returns to CIPC on time.

CIPC’s notice further confirms that all entities registered with CIPC must have filed their beneficial ownership information to it by 24 May 2024, which is the anniversary date of the Companies Act amendments.

After 24 May 2024, CIPC will be taking further and necessary enforcement actions against entities that remain non-compliant with beneficial ownership reporting requirements.

Directors’ Amendments

On 1 December 2023, CIPC launched an online process pertaining to the appointment, resignation, and removal of directors, as well the amendment of contact details of directors. Accordingly, all directors’ amendments must now be filed online via CIPC’s website.

In support of this new online process, CIPC has implemented a onetime pin (“OTP”) system for the verification of directors’ amendments.

When a director is appointed or resigns, that director will receive an OTP via SMS and via email, either of which must be supplied to CIPC in order to finalise the appointment or resignation.

When a director is deceased, a certified copy of the deceased director’s death certificate must be filed with CIPC along with a board resolution approving the removal of that director. The application is then sent to CIPC’s back office for approval. In this case, a director does not receive an OTP.

All directors who are not South African residents must first complete a verification process in terms of which a director’s personal details, including a certified copy of that director’s passport, is provided to CIPC before any amendments pertaining to such a director can be implemented.

Any queries regarding beneficial ownership reporting and/or directors’ amendments can be directed at pty@asl.co.za.