Ultimate beneficial ownership (UBO) is no longer just a corporate buzzword—it’s now a legal requirement for South African businesses. Assume that the Companies and Intellectual Property Commission (CIPC) has registered your company. You must declare ownership or control, even if they aren’t shareholders or directors.
This requirement stems from the Companies Act and updates under the Financial Intelligence Centre Act (FICA). Failure to comply can lead to penalties, deregistration, or reputational damage, especially for those who think they’re already compliant.
In this article, we explain ultimate beneficial ownership, why it matters, how to file correctly using BizPortal or CIPC, and how TAXology helps you stay on the right side of the law without the confusion.
What Is an Ultimate Beneficial Owner?
Ultimate beneficial ownership refers to the real person or people who ultimately own or control a company, regardless of who’s listed on paper.
For example, if a trust holds a company, but a single individual has the final say over decisions or benefits from the company’s profits, that person must be listed as the beneficial owner.
This rule helps prevent money laundering, fraud, and tax evasion by increasing transparency across all entities.
UBOs may include:
- Persons acting through proxies or nominee arrangements
- Shareholders with significant control (typically 5% or more)
- Individuals who influence decisions, even if they’re not listed as directors
- Beneficiaries of trusts with an interest in the company
The Law Behind UBO Compliance
Ultimate beneficial ownership in South Africa became a legal requirement under the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022. This legislation was published on 29 December 2022 and introduced key changes to the Companies Act 71 of 2008, effective 1 April 2023.
The aim is to align South Africa with global anti-money laundering standards by increasing transparency around who really owns and controls businesses, especially those used to disguise financial crime.
Under these changes:
- All private, non-profit, and close corporations must maintain a register of beneficial owners.
- This information must be submitted to CIPC via BizPortal or other approved platforms.
- You must make updates within prescribed timeframes, particularly during annual return filings.
Failure to comply may lead to fines, deregistration, or complications with SARS and banks.
👉 Want the full text? Read the General Laws Amendment Act 22 of 2022 (PDF)
What Counts as a Beneficial Owner in South Africa?
In South Africa, a beneficial owner is any natural person who holds 5% or more of a company’s shares or voting rights or exercises effective control, directly or indirectly.
This threshold was introduced in the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022, which amended the Companies Act 71 of 2008.
📌 Note: South Africa’s 5% threshold is stricter than the international FATF standard of 25%, placing the country among the leaders in transparency enforcement.
Any person meeting this 5% rule must be reported to the Companies and Intellectual Property Commission (CIPC). Companies must maintain an internal beneficial ownership register and submit updates as part of their annual return process.
Who Needs to Declare a UBO?
All South African companies and close corporations must file UBO details with the Companies and Intellectual Property Commission (CIPC).
You must submit this declaration if:
- Your company has one or more shareholders
- You are part of a group structure
- The company is a trustee, or a trust owns part of the company
- You are a sole shareholder and director
🔍 Even if your company is dormant or has no revenue, you must still legally declare your UBO.
Why This Matters
These declarations are now part of a broader move to align South Africa with global anti-money laundering standards and FIC compliance laws.
Failure to comply may result in:
- CIPC deregistration notices
- Fines or warnings
- SARS scrutiny and delay in tax clearance
- Difficulty with tenders, funding, or banking KYC verifications
CIPC vs. SARS vs. FIC: What’s the difference?
| Body | UBO Requirement | Notes |
|---|---|---|
| CIPC | Mandatory UBO declaration for all companies | Submitted via eServices, Biz Portal, or your accountant on your behalf |
| SARS | May request UBO info during risk reviews or audits | Not submitted directly but aligned with tax filings |
| FIC | Regulates Trust and Company Service Providers (like TAXology) | Requires internal RMCP and ongoing client due diligence |
TAXology is registered as an Accountable Institution with the FIC and can assist with all three compliance areas
Where to Submit Your UBO Declaration
All Ultimate Beneficial Ownership (UBO) submissions in South Africa are processed through BizPortal — even when accessed via the CIPC website or eServices login.
Here’s how it works:
| Platform | Can You Submit UBO Here? | Notes |
|---|---|---|
| CIPC Website (cipc.co.za) | ✅ Yes | The “Beneficial Ownership” option in the Services menu launches an embedded BizPortal interface. You remain on CIPC but use BizPortal’s backend. |
| CIPC eServices Login | ✅ Yes | When logged in, navigating to Beneficial Ownership opens the BizPortal system within the same session. |
| BizPortal (bizportal.gov.za) | ✅ Yes | You can also access it directly, outside of the CIPC platform. |
💡 Why is this important
Some users believe there are multiple systems for submitting UBO declarations, but all valid submissions are routed through BizPortal, no matter how you start the process.
You may:
- Start on CIPC’s site, click “Beneficial Ownership,” and see a BizPortal interface load in the frame
- Log in via CIPC eServices, but you’re still completing your submission using BizPortal tools
TAXology Tip:
Whether you’re using cipc.co.za, eservices.cipc.co.za, or bizportal.gov.za, you’re using the BizPortal submission engine.
What If You Don’t Comply?
Non-compliance can result in:
- Administrative penalties
- Failure to pass tax clearance checks
- Company deregistration
- SARS audit flags
A missing UBO declaration can block future filings or banking applications even if you think you’re compliant.
Common Misconceptions
“I already registered my company, so I’m compliant.”
Wrong. Your regular company registration does not include the UBO, which is a new and separate filing requirement.
“I don’t have shareholders—I’m the only director.”
Even sole directors must file, confirming themselves as the beneficial owner.
“My company is not trading and dormant—it doesn’t apply to me.”
Even if your company hasn’t traded, made a profit, or filed recent returns, you must still legally submit a UBO declaration if registered and active on the CIPC database.
Conclusion
Ultimate beneficial ownership compliance is not optional—it’s essential. Whether you’re a solo entrepreneur or managing a group of companies, you must disclose who ultimately controls your business.
Filing is simple when you use the right tools—or partner with the right team.
💬 Need help with your UBO declaration?
Schedule a quick consultation with a TAXology expert to ensure the correct handling of your submission. We will create all the documentation for you.
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