Two regimes, one name
The General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022 did two different things at once, and the shared vocabulary has confused business owners ever since.
Don’t confuse FICA’s duty with the CIPC register
The same 2022 Amendment Act created a second, separate regime: every company must itself keep beneficial-ownership information and file it with the CIPC (and trustees must lodge a register with the Master). That is the company’s duty under the Companies Act — not the accountable institution’s CDD duty under FICA. The Companies Act definition of beneficial owner has no percentage either; the 5% that appears there belongs to the register of 5%+ beneficial interest holders that “affected companies” must keep, and to CIPC filing practice. An institution may check a client’s CIPC filing as a verification source — and report discrepancies — but the two regimes answer different questions.
Companies Act s 1, s 56(7) and (12); Companies Regulations reg 32A (2023); Trust Property Control Act s 11A
| FICA s 21B | Companies Act / TPCA registers | |
|---|---|---|
| Whose duty? | The accountable institution (bank, attorney, estate agent…) | The company itself (CIPC) / the trustees (Master) |
| Triggered by | Taking on a client (business relationship or single transaction) | Existing as a company or trust — filing runs on the calendar |
| Threshold | No statutory number; FIC strongly recommends 5%+ (PCC 59) | No percentage in the BO definition; 5%+ applies to affected companies’ beneficial-interest registers (s 56(7)) and filing practice |
| Output | A due-diligence file the institution holds | A declaration/register filed with the regulator |
| Enforced by | FIC and supervisory bodies (administrative sanctions) | CIPC (incl. the annual-return hard stop) / Master; criminal exposure for false filings |
The company’s duty: filing with CIPC
The Companies Act splits companies into two filing tracks. An “affected company” (broadly: listed companies and companies in their groups caught by the takeover provisions) must keep a register of persons holding beneficial interests of 5% or more of a class of securities (s 56(7)) and file it. A non-affected company — the ordinary private company — files its beneficial owners (the natural persons who ultimately own or control it) with CIPC, with no percentage threshold in the statutory definition, though CIPC’s filing practice works on 5% bands.
Note the vocabulary trap: beneficial interest (a securities-law idea) and beneficial owner (an AML idea) are different concepts that happen to share a register page. Which track your company is on determines what you file.
Deadlines and mechanics
- When: file with (or before) the company’s annual return each year; newly incorporated companies file within 10 business days of incorporation; changes in beneficial ownership are filed within 10 business days of the change (Companies Regulations reg 32A).
- The hard stop: since 1 July 2024, CIPC blocks the annual return until a BO declaration has been filed in that calendar year — and yes, the filing is annual even if nothing changed.
- Who files: the company, or an authorised filer (typically the accountant or company secretary) holding a mandate — CIPC rejects filings where the mandate is not on a company letterhead.
- Mistakes: declarations are amended, not deleted; the history persists, and filing false information is a criminal offence (Companies Act s 214 exposure for the responsible person).
- Layered structures: only natural persons are declared — where a juristic person is the first-tier shareholder, the percentages of the humans behind it are declared, aggregating to 100%.
Practical filing friction — OTPs sent to stale contact details on the customer code, Home Affairs ID-validation rejections — is a CIPC e-services support matter; the legal duty is unaffected by portal pain.
Trusts: the Master’s register
Trustees must keep and lodge a beneficial-ownership register with the Master of the High Court under section 11A of the Trust Property Control Act. The trust net is cast wider than the company one: the founder, all trustees, named beneficiaries and anyone exercising effective control count as beneficial owners of the trust — and trustee penalties for non-compliance are criminal (fines up to R10 million and/or imprisonment). For how FICA itself treats trusts when an institution onboards one, see FICA for trusts and partnerships.
SARS: the third list
Trust tax returns (ITR12T) ask their own beneficial-ownership questions — including treating a “donor” (anyone who funded the trust, even by interest-free loan) as a beneficial owner, a category that appears in neither the TPCA nor the Companies Act. The practical consequence for taxpayers: the SARS, CIPC and Master’s lists are compiled under three different definitions and may legitimately differ — transposing one list into another return without checking the applicable definition is where filings go wrong.
What your bank may take from the registers
“Accountable institutions cannot, however, rely exclusively on the data in the beneficial ownership register to fulfill their customer due diligence obligations”.
The registers corroborate; they do not substitute. An institution may check a client’s CIPC filing as a verification source — and report discrepancies it finds — but its own section 21B process still runs. That is why your bank asks for your share register even though “it’s all at CIPC”.
Frequently asked questions
No. The CIPC filing is the company’s duty under the Companies Act. FICA’s customer due diligence duties rest on accountable institutions (your bank, attorney, estate agent), and each must still run its own section 21B process when it takes you on as a client. The two regimes answer different questions.
Yes. A single-shareholder company still files its beneficial-ownership declaration: you are the beneficial owner, and the filing is straightforward. The duty applies to companies and close corporations generally, dormant and shelf companies included.
Not the public. Access is restricted to law enforcement and designated competent authorities. That restriction is also why the FIC told industry that accountable institutions cannot simply rely on the registers and must still obtain ownership information from the client.
Update. Changes to beneficial ownership must be filed within 10 business days (Companies Regulations reg 32A read with the filing practice), and declarations are amended rather than deleted — filing history persists, and filing false information is an offence.
Since 1 July 2024 CIPC blocks the company’s annual return until a beneficial-ownership declaration has been filed for that year — a hard stop that cascades into deregistration risk if ignored. Non-compliance also exposes the company and responsible persons to Companies Act enforcement, including compliance notices and penalties.