How to maintain your register of beneficial owners

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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.
  

When Must You Update the Register?

• 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 Maintaining a Register of Beneficial Ownership

Step 1: Monitor any changes in shareholding or company control. This includes new share issues, share transfers, or structural changes (e.g. changes to trustees or directors in control).

Step 2: Review the existing register to ensure all beneficial owners are still accurate and up to date. Confirm that names, ID numbers, addresses, ownership percentages, and control details are still valid.

Step 3: Update the register using a spreadsheet or secretarial software. If a new beneficial owner is identified, add them with the correct information. If someone no longer qualifies, record the change appropriately.

Step 4: Store the updated register at the company’s registered office and make sure it's available for inspection if required.

Step 5: Submit the updated register to the CIPC within 10 business days of any changes, or file it annually with your annual return if no changes have occurred.

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.

On 6 April 2025, Jane issued 500 shares to John Smith to bring him on as a strategic partner. This gave each person 50% of the company, making both Jane and John beneficial owners.

Later that year, John sold 250 of his shares to Emily Ray, a new investor and advisor to the company. With this change, Emily now holds 25% of the issued share capital, meeting the threshold to be classified as a beneficial owner.

Their details were updated in the register. If any of the beneficial owners later sell shares, step down, or transfer their ownership to a trust or company, the register must be reviewed and updated accordingly, and filed with the CIPC within 10 business days.

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 makes it easy to stay compliant. The platform helps you track changes in real time, store supporting documents securely, and file directly with the CIPC, all from one place.

Get started with InfoDocs today.

Updated on: 17/05/2025