Guide to Flawless Share Registers and Beneficial Ownership - FAQ
A compilation of FAQ's on share registers, beneficial ownership, trusts, non-profits, and using InfoDocs to stay compliant
Estimated Reading Time: 5 minutes
Q: For a non-profit company, where there are no actual beneficial owners, are the directors assigned percentages of ownership or only listed as persons with influence or control?
A: In a non-profit company if there are no natural persons who qualify as shareholder beneficial owners, then the directors are recorded as persons with control or influence.
Q: If a trust is the sole shareholder in a company, and there are 2 trustees and 3 minor beneficiaries, who are the actual beneficial owners?
A: The beneficial owners are usually the natural persons who ultimately benefit from or control the trust. In this case, the trustees would be recorded as persons with control or influence. Minor beneficiaries should be shown on the ownership diagram, but their parent or legal guardian does not need to be disclosed. Once the minor reaches legal age, they will be added as a natural person.
Q: Can a company be listed as a beneficial owner?
A: While the Companies and Intellectual Property Commission (CIPC) system allows you to list a company as a juristic entity in the ownership structure, this is not sufficient on its own. You must also trace and disclose the natural person(s) who ultimately own more than 5% or control that company. A beneficial ownership submission cannot be completed without identifying at least one natural person behind the entity.
Q: Can a resolution from all trustees appoint one of them to act as the beneficial owner?
A: No. You can’t choose someone to be the beneficial owner. The beneficial owner must be the person who actually owns, controls, or benefits from the trust. If more than one person qualifies, all of them must be listed.
Q: The beneficial ownership along with CIPC prevents all further returns. What does this mean?
A: If beneficial ownership disclosures are not submitted or are non-compliant, the CIPC may block further filings until the beneficial ownership requirements are met.
Q: Is a beneficial ownership certificate similar to a share certificate?
A: No, they serve different purposes. A share certificate is issued by the company to show ownership of shares and can be granted to individuals or entities. A beneficial ownership certificate, on the other hand, is generated by CIPC to confirm that a beneficial ownership filing has been submitted and accepted. It identifies the natural persons who ultimately own or control the company - not just who holds shares.
Q: I need to file beneficial ownership for a company, but the public officer refuses to give details. The company is part of another company, and so on. Please assist.
A: You’re required to trace beneficial ownership to a natural person. If this is not possible due to obstruction, consult legal support and document efforts made. Disclosure is still expected by CIPC.
Q: Directors differ from shareholders. Does beneficial ownership (BO) only relate to shareholding?
A: Not necessarily. Beneficial ownership relates to who ultimately owns or exercises control over the company. This includes shareholding, but also applies to individuals who have significant influence or control, such as directors, particularly in companies like non-profit companies or members in the case of Closed Corporations, where there are no shareholders.
Q: Can you file Beneficial Ownership for non-profit companies on InfoDocs?
A : Not at the moment. InfoDocs does not currently support beneficial ownership filings for non-profit companies, but we are monitoring CIPC’s requirements and may support this in future.
Q: Is it possible to create a beneficial ownership record for each beneficial owner on InfoDocs?
A: Yes, InfoDocs lets you add multiple beneficial owners and submit them directly to CIPC.
Q: With InfoDocs, how do you submit supporting documents for beneficial ownership (e.g. certified ID)?
A: You can upload the required supporting documents in InfoDocs. These are included automatically in the CIPC submission.
Q: Can you add individuals on InfoDocs so their details pull through when assigning shareholding?
A: Yes. Creating a client profile allows their information to auto-fill when adding them as shareholders or beneficial owners.
Q: If we have current companies that are not on InfoDocs and want to add them, how must we do it?
A: You can import companies manually using the registration number or the name. Please refer to this Knowledge Base article on How to add a company to InfoDocs.
Q: Does the system generate resolutions during share transfers?
A: Yes. InfoDocs automatically creates the required resolutions and documents as part of the share transfer process. Please refer to this Knowledge Base article on How to transfer shares.
Q: Is InfoDocs directly integrated with CIPC?
A: Yes, InfoDocs is integrated with CIPC, meaning you can submit beneficial ownership records and other documents directly from the platform without needing to use the CIPC website. Please refer to this Knowledge Base article on
Q: How do I register a hon-profit company on InfoDocs, regarding share certificates and BO?
A: Non-profit companies do not have shareholders or share certificates, instead they have members and directors. Currently, InfoDocs does not support non-profit company registrations. We only offer registration services for Private Companies (Pty Ltd) with a standard short-form MOI.
Q: You mentioned share certificates must be signed by two authorised representatives. What if the company has only one director/shareholder?
A: In the case of a single director and shareholder, it is common practice for a resolution to authorise one individual to sign alone. However, we are not legal advisors, and we recommend seeking professional legal counsel to confirm what is most appropriate for your specific company structure.
Q: Are address changes of shareholders reflected on historical share certificates?
A: No. Share certificates are not updated retroactively. It is common practice to record any changes, such as updated addresses, in the share register instead. If necessary, a new share certificate can be issued.
Q: What happens in the case of a share buy-back by the company?
A: When a company buys back shares, they are usually cancelled. The share register and certificate records should be updated accordingly.
Q: How do preference shares work?
A: Preference shares typically offer priority dividend payments and may carry different voting rights compared to ordinary shares. Their specific rights are defined in the company’s MOI.
Disclaimer:
The information provided above is based on everyday practice and trends we’ve observed in working with South African companies. It should not be interpreted as legal advice. InfoDocs is not a law firm, and our team are not legal professionals. For formal legal guidance, we recommend consulting a qualified attorney or legal advisor.
Estimated Reading Time: 5 minutes
Understanding Beneficial Ownership and Control
Q: For a non-profit company, where there are no actual beneficial owners, are the directors assigned percentages of ownership or only listed as persons with influence or control?
A: In a non-profit company if there are no natural persons who qualify as shareholder beneficial owners, then the directors are recorded as persons with control or influence.
Q: If a trust is the sole shareholder in a company, and there are 2 trustees and 3 minor beneficiaries, who are the actual beneficial owners?
A: The beneficial owners are usually the natural persons who ultimately benefit from or control the trust. In this case, the trustees would be recorded as persons with control or influence. Minor beneficiaries should be shown on the ownership diagram, but their parent or legal guardian does not need to be disclosed. Once the minor reaches legal age, they will be added as a natural person.
Q: Can a company be listed as a beneficial owner?
A: While the Companies and Intellectual Property Commission (CIPC) system allows you to list a company as a juristic entity in the ownership structure, this is not sufficient on its own. You must also trace and disclose the natural person(s) who ultimately own more than 5% or control that company. A beneficial ownership submission cannot be completed without identifying at least one natural person behind the entity.
Q: Can a resolution from all trustees appoint one of them to act as the beneficial owner?
A: No. You can’t choose someone to be the beneficial owner. The beneficial owner must be the person who actually owns, controls, or benefits from the trust. If more than one person qualifies, all of them must be listed.
Q: The beneficial ownership along with CIPC prevents all further returns. What does this mean?
A: If beneficial ownership disclosures are not submitted or are non-compliant, the CIPC may block further filings until the beneficial ownership requirements are met.
Q: Is a beneficial ownership certificate similar to a share certificate?
A: No, they serve different purposes. A share certificate is issued by the company to show ownership of shares and can be granted to individuals or entities. A beneficial ownership certificate, on the other hand, is generated by CIPC to confirm that a beneficial ownership filing has been submitted and accepted. It identifies the natural persons who ultimately own or control the company - not just who holds shares.
Q: I need to file beneficial ownership for a company, but the public officer refuses to give details. The company is part of another company, and so on. Please assist.
A: You’re required to trace beneficial ownership to a natural person. If this is not possible due to obstruction, consult legal support and document efforts made. Disclosure is still expected by CIPC.
Q: Directors differ from shareholders. Does beneficial ownership (BO) only relate to shareholding?
A: Not necessarily. Beneficial ownership relates to who ultimately owns or exercises control over the company. This includes shareholding, but also applies to individuals who have significant influence or control, such as directors, particularly in companies like non-profit companies or members in the case of Closed Corporations, where there are no shareholders.
Using InfoDocs for Beneficial Ownership and Share Management
Q: Can you file Beneficial Ownership for non-profit companies on InfoDocs?
A : Not at the moment. InfoDocs does not currently support beneficial ownership filings for non-profit companies, but we are monitoring CIPC’s requirements and may support this in future.
Q: Is it possible to create a beneficial ownership record for each beneficial owner on InfoDocs?
A: Yes, InfoDocs lets you add multiple beneficial owners and submit them directly to CIPC.
Q: With InfoDocs, how do you submit supporting documents for beneficial ownership (e.g. certified ID)?
A: You can upload the required supporting documents in InfoDocs. These are included automatically in the CIPC submission.
Q: Can you add individuals on InfoDocs so their details pull through when assigning shareholding?
A: Yes. Creating a client profile allows their information to auto-fill when adding them as shareholders or beneficial owners.
Q: If we have current companies that are not on InfoDocs and want to add them, how must we do it?
A: You can import companies manually using the registration number or the name. Please refer to this Knowledge Base article on How to add a company to InfoDocs.
Q: Does the system generate resolutions during share transfers?
A: Yes. InfoDocs automatically creates the required resolutions and documents as part of the share transfer process. Please refer to this Knowledge Base article on How to transfer shares.
Q: Is InfoDocs directly integrated with CIPC?
A: Yes, InfoDocs is integrated with CIPC, meaning you can submit beneficial ownership records and other documents directly from the platform without needing to use the CIPC website. Please refer to this Knowledge Base article on
Q: How do I register a hon-profit company on InfoDocs, regarding share certificates and BO?
A: Non-profit companies do not have shareholders or share certificates, instead they have members and directors. Currently, InfoDocs does not support non-profit company registrations. We only offer registration services for Private Companies (Pty Ltd) with a standard short-form MOI.
Share Management Related Questions
Q: You mentioned share certificates must be signed by two authorised representatives. What if the company has only one director/shareholder?
A: In the case of a single director and shareholder, it is common practice for a resolution to authorise one individual to sign alone. However, we are not legal advisors, and we recommend seeking professional legal counsel to confirm what is most appropriate for your specific company structure.
Q: Are address changes of shareholders reflected on historical share certificates?
A: No. Share certificates are not updated retroactively. It is common practice to record any changes, such as updated addresses, in the share register instead. If necessary, a new share certificate can be issued.
Q: What happens in the case of a share buy-back by the company?
A: When a company buys back shares, they are usually cancelled. The share register and certificate records should be updated accordingly.
Q: How do preference shares work?
A: Preference shares typically offer priority dividend payments and may carry different voting rights compared to ordinary shares. Their specific rights are defined in the company’s MOI.
Disclaimer:
The information provided above is based on everyday practice and trends we’ve observed in working with South African companies. It should not be interpreted as legal advice. InfoDocs is not a law firm, and our team are not legal professionals. For formal legal guidance, we recommend consulting a qualified attorney or legal advisor.
Updated on: 08/05/2025
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