Registrar Directive 1 of 2023 – Benefical Ownership

REGISTRAR DIRECTIVE

01 of 2023

IMPLEMENTATION OF MANDATORY BENEFICIAL OWNERSHIP (BO) INFORMATION FORMS

WITH THE BUSINESS AND INTELLECTUAL PROPERTY AUTHORITY (BIPA)

BACKGROUND BENEFICIAL OWNERSHIP INFORMATION FORM

The Business and Intellectual Property Authority (BIPA) is 1. FORM BO1: Beneficial Ownership Declaration

established in terms of Section 3 of the BIPA Act, 2016 Form

(Act No. 8 of 2016), as the is the focal point for the • This form is used to LIST all natural

registration of business and industrial property and is persons that may be regarded as

responsible for the administration and protection of beneficial owners within the specified

business and intellectual property. company.

As such, the Registrar hereby gives notice that:

Section 122A (3) of the Companies Amendment Act No. 4

1. As from 07 August 2023, all persons and entities will

of 2023 and Section 16A of the Close Corporations

be required to submit the required BO forms

Amendment Act No. 5 of 2023 makes it mandatory for

together with their application for registration of a

all companies and close corporations at registration and

Company or Close Corporation, as it may apply.

annually thereafter, submit to the Registrar of

Companies and Close Corporations, up-to-date 2. The forms should be correctly completed, as no

information on beneficial ownership. incomplete forms will be accepted, as such, no

application for registration may be accepted either.

3. Non-compliance to Directive No.1 herein above, will

Section 4 (1) of the Financial Intelligence Act 2012 (Act

result in refusal of acceptance of applications at the

No. 13 of 2012), places an obligation on the Registrar of

point of submission.

Companies and Close Corporations, to collect and keep

updated beneficial information on members, directors, 4. All existing Companies and Close Corporations shall,

shareholder or any other form of beneficial owners of a by no later than 07 September 2024, have up-to-

company or close corporation. date beneficial ownership information submitted on

the required BO forms or at the:

• next submission of an amendment application

WHAT IS BENEFICIAL OWNERSHIP AND WHO IS A

on the registered entity,

BENEFICIAL OWNER:

• lodgement of their annual return,

The natural person(s) who ultimately have a controlling

ownership interest in a legal person, if any; and 5. Failure to comply to the above will result in refusal to

accept any amendments to the entity until the

a) The natural person exercising ultimate effective

required BO information is provided to BIPA.

control over the legal person through other means

Companies and Close Corporations may be also be

than ownership interest, if any.

liable to administrative fines and penalties as

outlined in Section 16A (12) of the Close

BENEFICIAL OWNERSHIP INFORMATION FORMS Corporations Amendment Act and Section 122A (12)

MANDATORY AT REGISTRATION: of the Companies Amendment Act.

a) All applications for Companies and Close Corporation 6. BIPA will be visiting the various regions to engage

registration, from the date indicated herein under, business and potential business owners on this

will be required to be accompanied by the relevant directive. Such dates and times will be made

mandatory Beneficial Ownership (BO) Forms. available on BIPA’s social and online platforms in the

coming weeks.

b) All such forms should be completed in full and with

as accurate information as may be available to the 7. All information, including the Beneficial Ownership

applicant. Declaration forms referred to herein above, may be

accessed via our website:

https://www.bipa.na/beneficial-ownership/

MANDATORY BENEFICIAL OWNERSHIP INFORMATION

FOR EXISTING COMPANIES AND CLOSE CORPORATIONS: BY ORDER:

a) All existing registered Companies and Close

Corporations WILL BE required to update their

beneficial ownership information. REGISTRAR OF COMPANIES AND CLOSE CORPORATIONS

24 July 2023