Two obligations, two regulators
A structure that is well designed on paper still fails if it is run carelessly, and transparency is now a hard compliance pillar. Since South Africa’s anti-money-laundering reforms — the General Laws Amendment Act 22 of 2022, whose amendments came into force on 1 April 2023 — both the trust and the company must keep registers of who really stands behind them. These are two separate obligations with two different regulators: the trust register goes to the Master of the High Court, and the company register goes to the Companies and Intellectual Property Commission (CIPC).
Both must be in place and kept current. They sit alongside the structure’s tax filings — see SARS trust reporting (the IT3(t)) — but they are separate from them: tax returns, third-party reporting and beneficial-ownership records are three different obligations, and what is recorded or reported under one does not decide who is taxed on the trust’s income or gains. They also sit alongside the company’s ordinary company-law housekeeping. If you are still setting the structure up, the register is one of the early steps in registering the trust.
The trust register at the Master (section 11A)
Trustees must establish, record, lodge and maintain a beneficial-ownership register for the trust with the Master’s Office. The obligation is set out in section 11A, which the General Laws Amendment Act 22 of 2022 inserted into the Trust Property Control Act:
(1) A trustee must— (a) establish and record the beneficial ownership of the trust; (b) keep a record of the prescribed information relating to the beneficial owners of the trust; (c) lodge a register of the prescribed information on the beneficial owners of the trust with the Master’s Office; and (d) ensure that the prescribed information referred to in paragraphs (a) to (c) is kept up to date. (2) The Master must keep a register in the prescribed form containing prescribed information about the beneficial ownership of trusts.
Note — Section 11A was inserted by [s 6 of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022, with effect from 1 April 2023] as part of South Africa’s anti-money-laundering reforms.
Note the four verbs: establish, keep, lodge and keep up to date. It is not a once-off filing — when a trustee, a named beneficiary or a controller changes, the register must be updated.
How the register is lodged
The register goes to the Master electronically only, on the Master’s online Trust Beneficial Ownership Register system, under Chief Master’s Directive 8 of 2023 (effective 17 October 2023). The trustees (or someone they authorise) search for the trust on the system and upload the Master’s spreadsheet template; the system acknowledges receipt by email. There is no paper route, and reporting the same information to SARS on the trust’s tax return does not satisfy the Master:
No, the information can only be loaded electronically – no hard copy lodgement will be accepted. … No, reporting BO information to SARS does not constitute compliance with the Trust Act. … the moment any changes to what you have reported takes place, you have a duty to update the information within a reasonable time after such change took place.
Note — The first extract answers whether the register can be submitted manually at a Master’s Office; the second whether reporting beneficial ownership to SARS is enough. The third is the Master’s answer to how often the register must be updated. The Act itself sets no number of days; the draft Bill noted above would.
- New trusts registered online. Since 1 April 2025 a new trust under the jurisdiction of Master Pretoria or Master Johannesburg can be registered on the Master’s Online Trust Registration System (Chief Master’s Directive 2 of 2025; the rest of the country is still to follow). That system automatically updates the Master’s beneficial-ownership register with the new trust’s details — but the trustees remain responsible for keeping the register up to date afterwards.
- Dormant and terminated trusts. The Master treats a dormant trust (one that has never been economically active and has no bank account and no property) and a trust formally terminated by the Master as exempt, once the trustee emails the Master a declaration on the Master’s template with a copy of the declarant’s ID and supporting documents. Once a dormant trust stops being dormant, the trustees must lodge the register. (This is the Master’s position only: SARS still requires every trust, active or passive, to file its annual tax return.)
Who is a beneficial owner of a trust
A trust’s beneficial owners are defined very widely. The register is not limited to the people who economically benefit — it reaches the founder, every trustee, anyone who controls the trust, and every beneficiary named in the trust instrument:
“beneficial owner”, in respect of the provisions of a trust instrument, means— (a) a natural person who directly or indirectly ultimately owns the relevant trust property; (b) a natural person who exercises effective control of the administration of the trust arrangements that are established pursuant to a trust instrument; (c) (i) each founder of the trust; or … (d) (i) each trustee of the trust; or … and (e) (i) each beneficiary referred to by name in the trust instrument or other founding instrument in terms of which the trust is created; or …
Note — Paragraphs (c), (d) and (e) each have a second limb [(ii), dealing with founders, trustees or named beneficiaries that are themselves legal persons or partnerships], omitted here; the (i) limbs quoted are the words that apply to a typical family trust whose founder, trustees and beneficiaries are natural persons.
Because the founder, trustees and named beneficiaries of a typical family trust are all natural persons in the same household, the register usually captures the whole family. That is the point of the reform — it removes the trust as a place to hide control. Read the list for what it is: a role-based statutory definition. A trustee is on it because of the office, not because they benefit; a named discretionary beneficiary is on it without any right to receive anything; and being a “beneficial owner” here says nothing about whether the person is a connected person for income tax. Where a founder, trustee or named beneficiary is itself a company, partnership or trust, the (ii) limbs require the natural persons who ultimately own or control that entity to be identified instead.
The company register at CIPC
Separately, Newco must file its beneficial-ownership information with CIPC under the Companies Act and keep it current. This is a distinct filing from the trust register — different regulator, different system, different deadline.
The duty is ongoing, and it has two parts. An ordinary private company like Newco must record its beneficial owners in its own securities register and update that record within the prescribed period after any change in beneficial ownership (Companies Act s 50(3A)). It must also file the record with CIPC and update it by filing a notice within the prescribed period after any change (s 56(12)). CIPC puts that period at 10 business days: filing became mandatory on 24 May 2023 under the amended Companies Regulations, a company must file its beneficial-ownership information within 10 business days after incorporation, and the same 10 business days apply to updating the record after a change. So when the facts change — for example, a trustee of the shareholding trust is replaced — the company updates its record and files the change then. It does not wait for the next annual return.
In terms of the amended Companies regulations, entities incorporated after their promulgation thereof, have to file beneficial ownership information within 10 business days after the date of incorporation. The same timelines applies with regards to the updating of beneficial ownership records when there are changes.
The teeth here are practical rather than just penal: since 1 July 2024 a company cannot file its annual return unless its beneficial-ownership declaration has been submitted and is up to date. CIPC announced this hard stop in a media release of 28 June 2024: a company (or close corporation) that has not lodged an up-to-date beneficial-ownership declaration cannot submit its annual return through any of the CIPC electronic platforms — so the two filings are now gated together. The underlying obligation flows from the General Laws Amendment Act 22 of 2022 (which amended the Companies Act 71 of 2008, with effect from 1 April 2023) and the amended Companies Regulations.
The implementation of the hard-stop functionality means companies and close corporations will not be able to file their Annual Returns via any of the CIPC electronic platforms unless the Beneficial Ownership Declaration has been submitted and/or is up to date.
A missed beneficial-ownership filing therefore stalls the annual return, which in turn puts the company at risk of deregistration. But do not read the gate the wrong way round: confirming the filing once a year with the annual return is not a substitute for keeping the records accurate between annual submissions.
Penalties and why this still bites
The transparency regime has real consequences. On the trust side, non-compliance with the Trust Property Control Act can attract a fine of up to R10 million or up to five years’ imprisonment, or both. The penalty for failing to keep the beneficial-ownership register is set out in section 19(2), which the same 2022 Amendment Act substituted into the Act:
A trustee who fails to comply with an obligation referred to in section 10 (2), 11 (1) (e) or 11A (1), commits an offence and on conviction is liable to a fine not exceeding R10 million, or imprisonment for a period not exceeding five years, or to both such fine and imprisonment.
Note — Section 19 was substituted by [s 7 of the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022, with effect from 1 April 2023]. The cross-reference to s 11A(1) is what makes a missing or out-of-date beneficial-ownership register the offence; the same subsection also penalises breaches of ss 10(2) and 11(1)(e).
On the company side, the blocked annual return since 1 July 2024 is itself a powerful sanction.
Two related trustee duties were inserted by the same Act and carry the same sanction: a trustee must tell every accountable institution (a bank, an attorney, an estate agent) that they are acting as trustee and that the transaction concerns trust property (s 10(2)), and must keep the prescribed record of the accountable institutions the trust uses as agents or service providers (s 11(1)(e)). They sit alongside the register, not inside it — see trustees’ duties.
Finally, keep the access regimes apart. The beneficial-ownership register is not a public record; access is limited to the Master and the regulators and law-enforcement agencies the regulations name. That is a different question from access to the trust deed itself, which the Master may furnish to anyone with a sufficient interest (TPCA s 18), and from a company’s securities register and financial statements, which the Companies Act makes available on their own terms. None of them can promise confidentiality against a lawful request.
A common misconception is that the grey-listing exit ended these duties. It did not. South Africa exited the FATF grey list on 24 October 2025, but the beneficial-ownership obligations under both the Trust Property Control Act and the Companies Act remain fully in force — indeed, staying off the list depends on keeping them.
Frequently asked questions
It is a record of the natural persons who really stand behind a trust — its founder, every trustee, anyone who controls it, and every beneficiary named in the trust instrument. Since 1 April 2023, when the amendments made by the General Laws Amendment Act 22 of 2022 came into force, section 11A of the Trust Property Control Act has required trustees to establish, keep and lodge this register with the Master of the High Court, and keep it up to date. It is lodged electronically only, on the Master’s online system.
Under section 1 of the Trust Property Control Act, it is any natural person who ultimately owns the trust property, any natural person who exercises effective control of its administration, each founder, each trustee, and each beneficiary referred to by name in the trust instrument — and, where any of those is an entity, the natural persons behind it. It is a role-based statutory list: being on it does not mean you own trust assets or are a connected person for tax.
Yes, if the structure has both a trust and a company. The trust register is lodged with the Master under section 11A of the Trust Property Control Act; the company register is filed separately with CIPC under the Companies Act. They are two obligations with two regulators, and both records must be kept current when the facts change — not left for the next annual return. The Master’s guidance is that the trust register must be updated within a reasonable time after a change; CIPC requires the company’s filing within 10 business days after incorporation or after a change. Since 1 July 2024 a company cannot file its annual return until its beneficial-ownership declaration has been submitted and is up to date, but the annual return is not a substitute for keeping the records accurate in between.
Failing the s 11A duty is an offence carrying, on conviction, a fine of up to R10 million or up to five years’ imprisonment, or both. On the company side, a missing CIPC filing blocks the annual return since 1 July 2024, risking deregistration. South Africa exited the FATF grey list on 24 October 2025, but the obligations remain fully in force.
It is the provision inserted into the Trust Property Control Act by the General Laws Amendment Act 22 of 2022. It requires a trustee to establish and record the trust’s beneficial ownership, keep the prescribed information about the beneficial owners, lodge a register of it with the Master’s Office, and keep it up to date. It is the legal source of the trust register.