The CIPC recently published a customer notice as a timely reminder to companies to file the required beneficial ownership and beneficial interest information.
The Companies and Intellectual Property Commission (CIPC) has reminded entities about their beneficial ownership and beneficial interest reporting obligations. These obligations arise from (i) the amendments to the Companies Act, 2008 (Act) following the promulgation of the General Laws (Anti-money Laundering and Combating Terrorism Financing) Act, 2022, which came into effect on 31 December 2022 and 1 April 2023; and (ii) the amendments to the Companies Regulations, 2011 (Regulations), which came into effect on 24 May 2023.
On 19 September 2023, the CIPC published a customer notice entitled "Enforcement of Beneficial Ownership Filings and Securities Registers as from 1 October 2023" (Notice). In the Notice, the CIPC reiterated that it is a mandatory requirement to file the required beneficial ownership details and copies of the company's securities register and, where applicable, the register of disclosure of beneficial interests at or above 5% of a class of securities.
The CIPC stated that pre-existing entities whose anniversary date of incorporation was after the promulgation of the amendments to the Regulations (24 May 2023) are required to file their beneficial ownership information and that a number of these entities have not done so. The Notice therefore serves as a reminder to file the required information.
The CIPC said it will be engaging with some of the entities who have not filed the required information to enforce filing and will also conduct inspections to verify whether the filed beneficial ownership information recorded with the CIPC corresponds with the records kept by the respective entities.
The CIPC does not address what "enforce filing" would entail, nor does it expressly state in the Notice that it plans to issue compliance notices at this stage. However, the CIPC may issue compliance notices for contraventions of the Act. Failure to comply with a compliance notice could result in an administrative penalty issued by a court or prosecution by the National Prosecuting Authority for an offence in terms of the Act.
The Notice can be accessed here.
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 Zelda Swanepoel, or your usual Webber Wentzel contact.