The Companies Act amendments in the updated draft General Laws Amendment Bill, 2025 remain largely unchanged from the previous version, focusing on the enforcement of shareholding and beneficial ownership and interest disclosure obligations.
On 14 January 2026, the National Treasury published the draft General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Bill, 2025 (2025 Draft Bill) for public comment. The 2025 Draft Bill is an updated version of the draft General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Bill, 2024 (2024 Draft Bill) that was published for public comment in December 2024.
Like the 2024 version, the 2025 Draft Bill contemplates amendments to the Nonprofit Organisations Act, 1997 (NPO Act), the Financial Intelligence Centre Act, 2001 (FICA), the Financial Sector Regulation Act, 2017 (FSRA) and the Companies Act, 2008 (Companies Act). According to the National Treasury media statement, the 2025 Draft Bill expands on the previous version to incorporate amendments related to non-governmental organisations and the conducting of lifestyle audits to continue strengthening the country's anti-money laundering and combating the financing of terrorism (AML/CFT) regime. This is in preparation for the next Financial Action Task Force (FATF) mutual evaluation for South Africa that will commence in mid-2026 and conclude in October 2027.
The 2025 Draft Bill aims to:
- update the NPO Act amendments, including introducing monitoring and enforcement powers, administrative sanctions and appeal rights; and
- expand the FICA amendments, including the conduct of lifestyle audits, expanded information-sharing and information-gathering powers and extended record-keeping periods.
However, the FSRA amendments, intended to address gaps in financial sector customer protection and strengthen licensing, information-gathering and enforcement powers and the Companies Act amendments, intended to strengthen enforcement of shareholding and beneficial ownership and beneficial interest disclosure obligations, remain largely unchanged. Our previous communication on the proposed Companies Act changes in the 2024 Draft Bill can be found here.
The 2025 Draft Bill proposes amendments to the Companies Act that:
- permit the Companies and Intellectual Property Commission (CIPC) to deregister a company for failing to submit the securities register or the register of beneficial interest in the prescribed manner and form for two years or more in succession (amended from one year or more in succession in the 2024 Draft Bill);
- permit the CIPC to impose an administrative fine for failure to comply with a compliance notice issued for failure to submit the securities register or the register of beneficial interest (unchanged from the 2024 Draft Bill); and
- allow for the review of the aforementioned administrative fine by the Companies Tribunal, with a minor drafting clarification specifying it is the Companies Tribunal that may allow an extension of time to apply for review (the reference to "Companies Tribunal" was not included in the 2024 Draft Bill).
The CIPC has previously published reminders regarding beneficial ownership and related filings and in 2024 introduced a hard stop restriction on its filing system in terms of which annual returns cannot be filed without first submitting or updating required beneficial ownership information. The proposed amendments, if enacted, would bolster the CIPC's powers to enforce the obligations on companies to submit required shareholding, beneficial ownership and beneficial interest information prescribed under the Companies Act.
The deadline for public comment on the 2025 Draft Bill is 13 February 2026. Access a copy of the 2025 Draft Bill here.
Irrespective of the 2025 Draft Bill, companies must ensure that their company registers are up to date with beneficial ownership and beneficial interest information (as relevant) and file the required information with the CIPC.
This summary is not intended to, and does not, constitute legal advice, and may not be relied upon. For further information or tailored advice, please contact Madelein van der Walt or your usual Webber Wentzel contact.
