This quick newsflash is just to inform our corporate clients that all companies registered with the Companies and Intellectual Property Commission (CIPC) (each, a “Company“) must file their securities registers (including details of beneficial owners) with the CIPC (“Disclosure Requirement“) by no later than 24 May 2024.
As part of ongoing efforts to enhance corporate transparency, the CIPC implemented this Disclosure Requirement from 24 May 2023. The CIPC requires that each Company (i) incorporated after 24 May 2023 meet the Disclosure Requirement within 10 business days after the date of its incorporation, or (ii) incorporated before 24 May 2023 meet the Disclosure Requirement upon filing its annual returns. In either event, the hard deadline to meet the Disclosure Requirement is 24 May 2024.
Additionally, if a company is an “affected company“* under last year’s amendments to the Companies Act, 2008 (“Act“), it must maintain and file a separate register of persons holding beneficial interests of 5% or more in that company’s securities.
*“An “affected company” is a public company, a state-owned company or a private company (or a subsidiary thereof) that is a “regulated company” because it is subject to additional regulatory requirements due to (i) its Memorandum of Incorporation or (ii) its transfer of more than 10% of its issued share capital (under certain conditions and unless between related or inter-related persons subject to certain exceptions).
Noncompliance with the above may result in fines, and the inability to file annual returns, (which may eventually lead to company deregistration and possible withdrawal by the CIPC).
Please contact either Megan Campher, Tshiamo Monyai or Arthur Fisher at our offices if you require further information.