Registrar Directive 03 of 2024 Clarification Note and Directive for immediate compulsory submission of beneficial ownership information to the Business and Intellectual Property Authority

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bipa

BUSINESS AND INTELLECTUAL

PROPERTY AUTHORITY

REGISTRAR’S DIRECTIVE

03 of 2024

®

CLARIFICATION NOTE AND DIRECTIVE FOR IMMEDIATE COMPULSORY SUBMISSION OF BENEFICIAL

OWNERSHIP INFORMATION TO THE BUSINESS AND INTELLECTUAL PROPERTY AUTHORITY

BACKGROUND

1. Subsequent to the issuance of the Registrar’s Directive 01 of

2023 on 26 July 2023, and Registrar’s Directive 01 of 2024 on

07 January 2024, the interpretation of the former has been a

subject of queries by affected legal entities as identified in

the latter Directive.

2. In the former directive, the Registrar instructed all entities to

submit Beneficial Ownership (“BO”) information at various

intervals, specifically:

a) At registration of a new entity;

b) Upon submission of an amendment for the

registered entity;

c) During the lodgement of the annual return at the

end of the financial year;

d) Or anytime before 7 September 2024.

3. Directive 01 of 2024 gave a notice period of seven (7) days

for all entities that had a financial year-end falling within the

months of August, September, October, and November of

2023 and failure to submit within 30 days of those months

meant those entities were non-compliant to section 122A

(1), (3), (9) or (10) of the Companies Act, 2004 as amended

and section 16A (1), (3), (9) or (10) of the Close Corporations

Act, 1988, as amended.

4. Subsequently, it has come to the Registrar's attention that

there may have been an incorrect interpretation of Directive

01 of 2023, understanding it to mean that the latest

permissible submission date for BO is the 7th of September

2024, which resulted in the placement of non-compliant

entities on the Inactive List and the imposition of an

administrative sanction.

5. The intention was therefore not for entities to wait until 07

September 2024 to lodge their BO information, but instead

make such lodgement at the occurrence of any of the events

as set out in bullet 2 above, whichever event occurs first.

6. In consideration of the alleged observed misalignment of the

two directives, particularly in relation to the 7th of

September 2024 deadline, the Registrar hereby deemed it

necessary to issue this directive to alleviate any possible

confusion which may have been caused by the previous

directives.

DIRECTIVE

The Registrar hereby directs that;

1. All penalties previously levied pursuant to Directive 01 of

2024 are hereby withdrawn with immediate effect.

accordance with the

hereby retracted with

2. The Inactive List issued in

aforementioned directive is

immediate effect.

3. Entities with financial year-ends failing in August,

September, October, November, and December of 2023,

as well as those concluding in January 2024, are hereby

directed to lodge their BO information with the Registrar

NO LATER THAN THE 29TH OF FEBRUARY 2024.

4. Entities with a financial year-end falling in February 2024

and onwards, are hereby reminded and directed to

submit their BO information:

a) Atregistration of a new entity;

b) Upon submission of an amendment for the

registered entity;

c) During the lodgement of the annual return at the

end of the financial year, and no later than one

month after the financial year end; whichever

event occurs first.

5. A legal entity is not precluded from submitting their BO

information prior to the occurrence of events specified

in bullet 4 above.

NON-COMPLIANCE WITH BO REQUIREMENTS

1. Non-compliance to this Directive will result in:

a) All entities found to be non-compliant being

placed on an inactive list in accordance with

section 122A (15) and section 16A (15) of both

Amended Acts and may be deregistered after 6

months from the date of being listed.

b) Administrative sanctions being imposed in terms

of section 122A (12) and section 16A (12) of both

Amended Acts.

c) Companies and Close Corporations being further

liable to criminal sanctions as provided for in the

Amended Acts referred to herein.

INFORMATION

1. All information, including the Beneficial Ownership

Declaration forms putes above, may be

accessed iS website:

https://www.bipa,

REGISTRAR OF BUSINESSAND INFELLECTL (OPERTY

Laas

01 FEBRUARY 2024