The Draft Amendment Bill 2025 introduces stricter compliance requirements to align South African companies with international compliance standards. Proposed amendments to the Companies Act 71 of 2008 (“Companies Act”) further empower the Companies and Intellectual Property Commission (CIPC) to enforce deregistration and impose administrative penalties for non-compliance.
Beyond alignment with international standards, the Draft Amendment Bill 2025 introduces several amendments to the existing Companies Act and establishes clear rules that companies must follow to avoid penalties and deregistration. The proposed amendment to section 82 of the Companies Act empowers the CIPC to deregister companies that fail to submit beneficial ownership information and maintain accurate securities registers, in the prescribed manner and form, in terms of section 33 of the Act, for a period of two years or more in succession. This could have significant legal, financial, tax and operational consequences, particularly when a company is unable to function effectively.
Further amendments to sections 171 and 175 provide for administrative fines where companies fail to comply with compliance notices, including failures relating to beneficial ownership reporting and securities registers. These registers play a critical role in identifying the beneficial owners of a company and ensuring transparency in corporate structures. The administrative fine will be determined by not exceeding the greater 10% of the company’s turnover for the period during which the company failed to comply with the compliance notice or a R10 million fine.
The Draft Amendment Bill 2025 clearly signals Treasury’s intention to move from remediation to enforcement. Companies will no longer be able to rely on leniency and must ensure full compliance with legislative requirements. The overarching objective is to strengthen South Africa’s anti-money laundering framework through ongoing regulatory enhancements.
Companies that are uncertain about their compliance status, particularly in relation to beneficial ownership and securities registers, should seek professional advice to ensure full compliance and avoid the risk of deregistration or penalties. Our dedicated Trust Office Team specialises in assisting companies with their compliance to ensure that it aligns with the regulatory requirements. Feel free to contact our Trust Office Team to discuss how we can help you.
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