CIPC links the beneficial ownership register to your annual return. If the beneficial ownership declaration is not filed and current for the year, the annual return will not go through, and an entity in default drifts towards deregistration.
Since the amendments brought in by the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022, every company and close corporation must file a beneficial ownership declaration with the Companies and Intellectual Property Commission and keep it current. The declaration identifies the natural persons who ultimately own or control the entity.
Since 1 July 2024, CIPC has made the beneficial ownership filing a condition for accepting the annual return. If the beneficial ownership information is missing or out of date for the year, the annual return cannot be lodged, and the entity shows as non-compliant.
The timing matters. A company must file its annual return within 30 business days after the anniversary of its incorporation (a close corporation files in its anniversary month and the month that follows). The beneficial ownership declaration must be filed and then updated within 10 business days of any change in beneficial ownership. A share transfer, a change in who ultimately controls the entity, or a relevant change in a trust that holds an interest can trigger an update. A change of director does not necessarily change beneficial ownership, but it should be reviewed for its effect on control.
The legal framework differs by entity type. Section 33 of the Companies Act 71 of 2008 governs company annual returns, while close corporations have their own framework under the Close Corporations Act 69 of 1984. The beneficial ownership obligations apply to both.
The consequence of leaving it is real but not instantaneous. An entity with two or more successive annual returns outstanding can be referred for deregistration under section 82 of the Companies Act 71 of 2008. Late filing does not immediately end the company's existence, but if deregistration follows, the company loses its legal existence, its bank accounts can be frozen, and directors who keep trading a deregistered company can face personal exposure. Filing on time avoids all of this. We hold the dates for the clients we act for; if you are not sure yours is current, ask us to check it.
Sources: Companies Act 71 of 2008, sections 33 and 82; Close Corporations Act 69 of 1984; General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022; CIPC beneficial ownership and annual return requirements.
Technical review: 19 October 2026. General information, not advice; confirm your own facts before acting.