AMENDMENTS TO THE TRUST PROPERTY CONTROL ACT.

The Amendments Comprise:
- The insertion of the definition of ‘‘accountable institution’’
- Increased disclosure requirements for trustees in relation to an accountable institution
- The insertion of a new definition of ‘‘beneficial owner’’ of a trust
- Specifying information that must be kept by trustees in relation to beneficial owners in relation to trusts
- Requiring the Master to maintain a register containing information relating to beneficial ownership of trusts
It is important to note that a distinction needs to be drawn between a beneficiary of a trust and the definition of a beneficial owner introduced by the Amendment Act, the latter being introduced for the above-named reasons. The requirement for trustees to record and disclose this information makes the control and use of trust structures in South Africa more regulated, certain and transparent.
What is a ‘beneficial owner’?
There is no standard definition of beneficial ownership in South Africa. When considering the concept in the context of trusts, the definition in the Trust Property Control Act will apply, which includes:
b. A natural person who exercises effective control of the administration of the trust;
c. Each founder of the trust;
d. Each trustee of the trust; and
e. Each beneficiary referred to by name in the founding documents of the trust.
Paragraphs (c) to (e) above are subject to special rules where the founder, trustee or the beneficiary is a legal person or a partnership.
The concept of beneficial ownership for purpose of Trust Property Control Act reporting would have to be interpreted based on the context and on the specific set of facts.
Information and Documentation to be Retained by Trustees:
The trustees must keep detailed information of the beneficial owners of trust assets, including full name, date of birth, nationality, an official identity document number or passport number, citizenship, residential address, address for notices, other means of contact, tax number (if applicable), class or category of beneficial ownership, the date on which the person became a beneficial owner, and the date on which the person ceased to be a beneficial owner.
Where the beneficial owner is a minor, the same information must be provided for the legal guardian of the minor. The trustee must keep a certified or verified copy of the official identity document or passport of each identified beneficial owner of the trust.
Electronic Register by the Master of the High Court:
The Master must keep an electronic register of beneficial owners. Trustees must be able to submit the beneficial ownership information (see above) to such electronic register. The register must be electronic and provide for access to registered users; and access for trustees to lodge and update information, upload documents and sign off on the information.
The trustees are, in terms of section 11A, obliged to lodge a register of the beneficial owner information with the Master’s Office, i.e. on the electronic register and to ensure that such information is kept up to date.
The trustees can however give the authority to lodge the information on their behalf to an administrative agent under Power of Attorney/ Mandate.
Should you require professional advice or our assistance in this regard please do not hesitate to contact us at trustinfo@cecilkilpin.co.za or contact our offices directly.
CIPC – BENEFICIAL OWNER FILING REQUIREMENTS.

(b) the exercise of, or control of the exercise of the voting rights associated with securities of that company;
(c) the exercise of, or control of the exercise of the right to appoint or remove members of the board of directors of that company;
(d) the holding of beneficial interests in the securities, or the ability to exercise control, including through a chain of ownership or control, of a holding company of that company;
(e) the ability to exercise control, including through a chain of ownership or control, of- (i) a juristic person other than a holding company of that company; (ii) a body of persons corporate or unincorporate; (iii) a person acting on behalf of a partnership; (iv) a person acting in pursuance of the provisions of a trust agreement; or
(f) the ability to otherwise materially influence the management of that company;”
A threshold of 5% of ownership and/or control will be applicable for all entities required to file Beneficial Ownership Information.
Transitional Arrangements with regard to the filing of Beneficial Ownership of existing companies.
Entities incorporated after on and after the 24th of May 2023 will be required to file the records of their beneficial owner within 10 days after such incorporation. Entities incorporated before the 24th of May 2023 will have to file their Securities Register or Beneficial Interest Register (whichever is applicable to the entity in line with whether it’s an Affected or Not an Affected entity) as part of its Annual Returns filing process from 24 May 2023 which is the date of publication of the final Amended Companies Regulations.
As this information is required to be submitted as part of the Annual Returns filing for each company, our clients will be contacted by our offices prior to this anniversary date to allow sufficient time for the collation and upload of the above beneficial ownership information as required.
Should you require professional advice in this regard please do not hesitate to contact us at companyinfo@cecilkilpin.co.za or contact our offices directly.
Sincerely,
