How to create a register of beneficial owners
Are you unsure who the true owners of your company are, or how to properly record them? You’re not alone. Recent regulations have made it mandatory for companies to maintain a register of their beneficial owners. In this article, we’ll explain what a register of beneficial owners is, why it’s important, and how to create one in just a few simple steps.
Estimated Reading Time: 3 minutes 30 seconds
A beneficial owner is someone who owns or controls 5% or more of a company. This can be directly or indirectly, such as through another company or a trust. They may also benefit from the company’s assets or have significant control over its decisions.
After identifying who the beneficial owners are, you need to record them in a register of beneficial owners. This register is simply a document that captures the details of everyone who ultimately owns or controls part of the company.
It’s an important way to show who is really behind the business and is now a legal requirement for most South African companies.
In accordance with the Companies Act, 2008 (Act 71 of 2008), as amended by the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (Act 22 of 2022), and as set out in CIPC Guidance Note 2 of 2023, South African companies (excluding listed entities) are required to:
Identify all beneficial owners: Natural persons who directly or indirectly own or control 5% or more of the company’s shares or voting rights.
Maintain a register of beneficial owners: This register must be kept at the company’s registered office and updated within 5 business days of any changes, in line with Section 50(3A) of the Companies Act.
Submit beneficial ownership information to the CIPC:
Companies incorporated on or after 24 May 2023 must file this information within 10 business days of incorporation.
Any changes to beneficial ownership must be filed with the CIPC within 10 business days of the change.
Companies with no change in beneficial ownership must still file annually, together with their annual return.
For more information on beneficial ownership filing requirements please refer to our article on Everything you need to know about beneficial ownership.
Step 1: Identify all individuals who directly or indirectly own or control 5% or more of the company. This may involve reviewing the full company structure including any trusts, holding companies, or other juristic entities to trace ownership or control back to the natural persons.
Step 2: Collect all the necessary details, including ID numbers, full names, addresses, nature and extent of ownership or control, and the date they became a beneficial owner.
Step 3: Generate the register using a spreadsheet or a secretarial software tool, as most professionals do. Make sure all information is recorded clearly and accurately.
Step 4: Keep the register at the company’s registered office and ensure it’s accessible if requested.
Step 5: Submit the beneficial ownership details to the CIPC within 10 business days of incorporation or any changes, and file annually with your annual return if no changes occur.
Jane Doe, director and founder of The InfoDocs Demo Company, was originally issued 500 ordinary shares, giving her full ownership and control of the company.
To bring in a strategic partner and expand operations, Jane issued 500 shares to John Smith on 6 April 2025. This gave John a 50% ownership stake in the company, equal to Jane’s.
Because both individuals now directly hold 500 shares each — representing 50% of the issued share capital — they are both classified as beneficial owners. Their details must be included in the register of beneficial owners, reflecting the current ownership structure of the company.
Even though John is no longer listed as a shareholder, he must still be included in the register because he ultimately controls part of the company through the trust
The structure shows Jane Doe and John Smith as equal shareholders of The InfoDocs Demo Company, each holding 500 shares. This reflects the updated ownership after the share transfer on 6 April 2025. Both individuals now qualify as beneficial owners and must be listed in the register.
The below register reflects the beneficial owners of the company following the share transaction
InfoDocs helps you stay compliant by automatically identifying beneficial owners, generating a register in the correct format, and submitting filings directly to the CIPC.
Get started with InfoDocs today.
Estimated Reading Time: 3 minutes 30 seconds
What Is Beneficial Ownership?
A beneficial owner is someone who owns or controls 5% or more of a company. This can be directly or indirectly, such as through another company or a trust. They may also benefit from the company’s assets or have significant control over its decisions.
What Is a Register of Beneficial Owners?
After identifying who the beneficial owners are, you need to record them in a register of beneficial owners. This register is simply a document that captures the details of everyone who ultimately owns or controls part of the company.
It’s an important way to show who is really behind the business and is now a legal requirement for most South African companies.
Legal Requirements
In accordance with the Companies Act, 2008 (Act 71 of 2008), as amended by the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (Act 22 of 2022), and as set out in CIPC Guidance Note 2 of 2023, South African companies (excluding listed entities) are required to:
Identify all beneficial owners: Natural persons who directly or indirectly own or control 5% or more of the company’s shares or voting rights.
Maintain a register of beneficial owners: This register must be kept at the company’s registered office and updated within 5 business days of any changes, in line with Section 50(3A) of the Companies Act.
Submit beneficial ownership information to the CIPC:
Companies incorporated on or after 24 May 2023 must file this information within 10 business days of incorporation.
Any changes to beneficial ownership must be filed with the CIPC within 10 business days of the change.
Companies with no change in beneficial ownership must still file annually, together with their annual return.
For more information on beneficial ownership filing requirements please refer to our article on Everything you need to know about beneficial ownership.
Tips for Creating a Register of Beneficial Ownership
Step 1: Identify all individuals who directly or indirectly own or control 5% or more of the company. This may involve reviewing the full company structure including any trusts, holding companies, or other juristic entities to trace ownership or control back to the natural persons.
Step 2: Collect all the necessary details, including ID numbers, full names, addresses, nature and extent of ownership or control, and the date they became a beneficial owner.
Step 3: Generate the register using a spreadsheet or a secretarial software tool, as most professionals do. Make sure all information is recorded clearly and accurately.
Step 4: Keep the register at the company’s registered office and ensure it’s accessible if requested.
Step 5: Submit the beneficial ownership details to the CIPC within 10 business days of incorporation or any changes, and file annually with your annual return if no changes occur.
Practical Example:
Jane Doe, director and founder of The InfoDocs Demo Company, was originally issued 500 ordinary shares, giving her full ownership and control of the company.
To bring in a strategic partner and expand operations, Jane issued 500 shares to John Smith on 6 April 2025. This gave John a 50% ownership stake in the company, equal to Jane’s.
Because both individuals now directly hold 500 shares each — representing 50% of the issued share capital — they are both classified as beneficial owners. Their details must be included in the register of beneficial owners, reflecting the current ownership structure of the company.
Even though John is no longer listed as a shareholder, he must still be included in the register because he ultimately controls part of the company through the trust
Beneficial Ownership Structure:
The structure shows Jane Doe and John Smith as equal shareholders of The InfoDocs Demo Company, each holding 500 shares. This reflects the updated ownership after the share transfer on 6 April 2025. Both individuals now qualify as beneficial owners and must be listed in the register.
Beneficial Ownership Register:
The below register reflects the beneficial owners of the company following the share transaction
How InfoDocs helps
InfoDocs helps you stay compliant by automatically identifying beneficial owners, generating a register in the correct format, and submitting filings directly to the CIPC.
Get started with InfoDocs today.
Updated on: 17/05/2025
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