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A company that is not required to have its annual financial statements audited, may
elect to file a copy of its audited or reviewed statements together with its annual return,
however this is not compulsary.
A company that is not required to file annual financial statements and does not elect to
file a copy of its audited or reviewed annual financial statements must file a financial
accountability supplement (FAS) with its annual return. Companies that voluntarily
audit their AFS based on a board or shareholder resolution, and those that have theirs
independently reviewed are also not obliged to submit their AFS in the iXBRL format, but
may do so if they wish.
Each year, in its annual return, every company must designate a director, employee or
other person who is responsible for the company’s compliance with the transparency and
accountability provisions in the Act.

The Beneficial Ownership Register
As from 24 May 2023, anyone with more than 5% beneficial ownership of a company or
close corporation must submit to CIPC information relating to the beneficial ownership
(BO) of the entity. This applies to profit companies, non-profit companies, external
companies and close corporations, regardless of the entity’s status – i.e. whether it be
trading, dormant or in the deregistration process (for non-submission of annual returns).
Directors/members are then required to verify the information every year together with
the entity’s CIPC annual return. In addition, if any change is made to the ownership of the
entity during the course of the year, the BO register must be updated within 10 business
days of the change. In addition, the BO Register is required to be submitted annually
together with the company’s annual return. The purpose of the BO Register is so that
CIPC has a register of all natural persons who own or exercise control over legal entities,
and to assist law enforcement with the information when it comes to investigations as to
the ultimate owners of entities. Unless the legislation changes, the general public will not
have access to the BO information of an entity- the information may only be accessed by
law enforcement and competent authorities, such as the National Prosecuting Authority,
the South African Revenue Service, and the Financial Intelligence Centre.
This requirement has been imposed by the General Laws (Anti-Money Laundering and
Combating of Terrorism Financing) Amendment Act (no.22 of 2022), and the Companies
Amendment Regulations, 2023 –, as a result of increased measures to combat money
laundering and terrorist financing in South Africa (as a consequence of South Africa
having been “greylisted”). This Act introduced two new definitions – “affected company”
and “beneficial owner” – refer to the definitions table at the end of the guide. A company
that falls within the ambit of being an “affected company” must establish and maintain a
register of all persons who hold a beneficial interest in the company (which is equal to or
exceeds 5% if the total securities of the company).
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