1. General Information
The Business and Intellectual Property Authority (BIPA) is established in terms of Section 3 of the BIPA Act, 2016 (Act No. 8 of 2016), as the is the focal point for the registration of business and industrial property and is responsible for the administration and protection of business and intellectual property.
Section 4 (1) of the Financial Intelligence Act 2012 (Act No. 13 of 2012), places an obligation on the Registrar of Companies and Close Corporations, to collect and keep updated beneficial information on members, directors, shareholder or any other form of beneficial owners of a company or close corporation.
Further, Section 4 (2) of the FIA makes it mandatory for all companies and close corporation at registration and annually thereafter, submit to the Registrar of Companies and Close Corporations, up-to-date information on beneficial ownership.
A Beneficial Owner is a natural person who:
(a) ultimately owns or controls a customer or on whose behalf a transaction is being concluded; or
(b) exercises ultimate effective control over a legal person in which such ultimate ownership or ultimate effective control may be exercised directly or indirectly or through a chain of ownership or control other than direct control as contemplated in Schedule 5 of the Financial Intelligence Bill.
The following categories of natural persons are considered as Beneficial Owners in terms of Schedule 5 of the Financial Intelligence Bill:
- A natural person on whose behalf a transaction is conducted.
- A natural person who directly or indirectly or through a trust, other legal person or other legal arrangements holds 25 percent or more of the shares, voting rights or other ownership interest in the legal person;
- A natural person who holds the position of a senior managing in the legal person
- A natural person or through a trust, other legal person or other legal arrangements who jointly exercise direct or indirect control over the legal person;
- A natural person who has the right, directly or indirectly, to appoint or remove majority of the board of directors of the legal person;
- A natural person who has the power to materially influence the decision-making or policy of the legal person;
- A natural person who derives economic benefits, including dividend, right to profit, enjoyment of assets of legal person or able to use significant assets of the legal person, even if the person has no other formal link to the legal person;
- A natural person who has influence or ultimate control over the legal person through any other means.
1.1. Beneficial Ownership Forms
A Beneficial ownership form has been developed to be used for the purpose of collecting beneficial ownership information on legal persons registered or to be registered with BIPA. The form is called Beneficial Ownership Declaration Form (BO form). The form consists of 3 Sections, Section A consist of Company information and the type of beneficial ownership, Section B consist of Beneficial Owner’s particular and the attestation and Section C consists of the completion notes.
The beneficial ownership is to be completed and signed by either the Director/shareholder/member/ beneficial owner of the legal person and where the legal person uses an Accountable Institution (AI) such AI must sign on the form and submit proof of them being registered as an AI with the Financial Intelligence Centre in terms of Section 36 of the Financial Intelligence Act, 2012.
The Beneficial Ownership Declaration form must be completed and submitted to BIPA at:
- Registration of new legal person
- Seven (7) working days after a material change has happened to the BO information
- At the end of each financial year of the legal person
BIPA will not process any application of new business registration, any applications of amendments or updates on entities that have not submitted a complete and accurate BO declaration form.
Download the form here.
BIPA / FIC Directives
Beneficial Ownership FAQ
Beneficial Ownership Form
Beneficial Ownership Resources / Links
