Filing Beneficial Ownership: Practical Guidance
Presenters : Bernice Houy
Overview
Beneficial ownership has been a filing requirement since 2023, and most practices find a way to get it done. What they do not always have is confidence that it has been done correctly. CIPC accepting a submission is not the same thing as the register being right, and the gap between those two usually sits in the trust or holding company layer. South Africa is off the FATF grey list as of October 2025, which makes it tempting to treat the whole subject as settled. It is not. Annual returns are still blocked where beneficial ownership is outstanding, millions of entities sit on CIPC's non-compliance list, SARS raises administrative penalties on outstanding trust returns as of May 2026, and the next FATF review round starts later this year.
This session is built for practitioners who do the filing rather than read about it. Bernice works through the calls that come up on real client files: whether an entity is affected or non-affected, who actually goes on the register when a trust holds the shares, why submissions get rejected, and where the Master and SARS want something different to CIPC. Delegates work through a live tracing exercise on a layered ownership structure, and there are polls and questions running throughout rather than a block of Q&A parked at the end.
Video Content
- Where beneficial ownership enforcement actually sits now that South Africa is off the FATF grey list, and what the next review round means for practices
- The three registers that have to agree with each other: CIPC, the Master of the High Court and SARS
- Which entities have to file, and the dispensations that apply to co-operatives and to companies listed on a local exchange
- Applying the regulated company test, including the 10% securities transfer trigger that quietly turns a private company into an affected company
- What the Companies Act means by a beneficial owner, how the 5% threshold works, and why only natural persons can be declared
- Tracing ownership and control up through holding companies and trusts to a natural person, worked through live with the delegates
- The deadlines practices miss most often, including ten business days on incorporation and on any change, and the annual return anniversary date
- Building the filing pack: mandates, securities and members registers, certified identity documents and organograms
- CIPC's optimised pathway, who qualifies for it and what changes in the process
- Five reasons filings get rejected or held up, and how to keep them out of the practice workflow
- The separate trust regime under section 11A of the Trust Property Control Act, where the definition is wider and there is no percentage threshold
- Recording the accountable institutions a trustee uses, under section 11(1)(e)
- What SARS expects on the ITR12T, including the beneficial ownership organogram, and the penalty regime now running on outstanding trust returns
- What non-compliance actually costs a client: compliance notices, administrative penalties, blocked CIPC transactions, deregistration and director delinquency risk
- Whether the practice itself is an accountable institution under Schedule 1 of the Financial Intelligence Centre Act
Competencies Developed
By the end of the session, delegates are able to:
- Work out whether a client entity is an affected or non-affected company, and file accordingly
- Apply the beneficial owner definition and the 5% threshold to real client ownership structures
- Trace ownership and control through trusts, holding companies and multiple layers until reaching a natural person
- Put together a complete filing pack, and identify which clients qualify for CIPC's optimised pathway
- Run beneficial ownership deadlines across a client book by anniversary date rather than by financial year end
- Tell the company regime and the trust regime apart, and apply each one correctly
- Keep the information filed with CIPC, the Master and SARS consistent with one another
- Advise a client on remediation where filings are outstanding, late or incorrect
- Assess whether the practice is an accountable institution under the Financial Intelligence Centre Act, and what follows if it is