A third customer notice from the CIPC reminds companies of their beneficial ownership and beneficial interest disclosure obligations and reiterates that from 15 April 2024, companies will not be able to file annual returns unless the relevant information has been submitted.
On 18 March 2024, the Companies and Intellectual Property Commission (CIPC) published a customer notice entitled "Incorporating Beneficial Ownership Information with Annual Return Filings for Companies and Close Corporations" (Notice). The Notice follows the publication of two previous customer notices in October 2023 and February 2024 (read the following insight:
Another reminder from the Companies and Intellectual Property Commission on beneficial ownership filings), reminding companies of their obligations under the recent amendments to the Companies Act, 2008 (Act) and Companies Regulations, 2011 (Regulations).
In the Notice, the CIPC states the following:
- with effect from 24 May 2023, the date of promulgation of the amendments to the Regulations, companies and close corporations are required to file annual returns, beneficial ownership declarations and copies of securities registers and beneficial interest registers (as applicable) within 30 business days after their anniversary dates;
- the CIPC will, from 15 April 2024, strictly enforce the filing of beneficial ownership information with the filing of annual returns;
- from 15 April 2024 (extended from 1 April 2024), a hard stop functionality will be introduced into the CIPC systems in terms of which entities
will not be allowed to file annual returns unless their relevant beneficial ownership information has been submitted and/or is up to date; and
- if the relevant beneficial ownership information is not up to date (this would include where the information has not been submitted as the annual return would not be capable of submission), (i) the entity may incur penalties for the late filing of annual returns; (ii) the CIPC may take enforcement action against the entity, including through investigations into the entity's administration and governance processes or the issue of compliance notices; and (iii) the entity may be referred for deregistration and even finally deregistered due to non-compliance. In terms of the Act and Regulations, the CIPC is empowered to take steps to deregister a company where the company has failed to file annual returns for two consecutive years.
Companies should ensure that their company registers are up to date with relevant beneficial ownership and beneficial interest information (as relevant) and file the required information with the CIPC if they have not done so already. It is apparent from the Notice that from 15 April 2024, the filing of annual returns will be impacted to the extent that companies have not submitted their required beneficial ownership and beneficial interest information.
Read the Incorporating beneficial ownership information with annual return filings for companies and close corporations notice.
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.
