Filing of Beneficial Owner information is required by the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022. The Act amended the Companies Act and gave the Commission (CIPC) a mandate to request companies to file and update Beneficial Owner information. The Minister of Trade, Industry and Competition together with the Companies and Intellectual Property Commission (CIPC) have published Companies Amendment Regulations under Government Notice 48648 on the 24th of May 2023.
The beneficial owner in respect of legal persons is defined as follows:
"'beneficial owner', in respect of a company, means an individual who, directly or indirectly, ultimately owns that company or exercises effective control of that company, including through:
(a) the holding of beneficial interests in the securities of that company;
(b) the exercise of, or control of the exercise of the voting rights associated with securities of
that company ;
(c) the exercise of, or control of the exercise of the right to appoint or remove members of the board of directors of that company;
(d) the holding of beneficial interests in the securities, or the ability to exercise control, including through a chain of ownership or control, of a holding company of that company;
e) the ability to exercise control, including through a chain of ownership or control, of- (i) a juristic person other than a holding company of that company; (ii) a body of persons corporate or unincorporate; (iii) a person acting on behalf of a partnership; (iv) a person acting in pursuance of the provisions of a trust agreement; or
(f) the ability to otherwise materially influence the management of that company;".
A threshold of 5% of ownership and/or control will be applicable for all entities required to file Beneficial Ownership Information.
Transitional Arrangements with regard to the filing of Beneficial Ownership of existing companies.
Entities incorporated after on and after the 24th of May 2023 will be required to file the records of their beneficial owner within 1 O days after such incorporation. Entities incorporated before the 24th of May 2023 will have to file their Securities Register or Beneficial Interest Register (whichever is applicable to the entity in line with whether it's an Affected or Not an Affected entity) as part of its Annual Returns filing process from 24 May 2023 which is the date of publication of the final Amended Companies Regulations.
Should require professional advice in this regard please do not hesitate to contact us.