TL;DR: CIPC’s new Optimised Beneficial Ownership (BO) Declaration lets non-affected entities without BO to declare file faster by completing the securities/members register online—no mandate uploads, flexible SMS or Email OTP and a simplified company-type selection. The law hasn’t changed; the process got easier.
What changed at CIPC—and what didn’t
• Launch & adoption: Optimised BO Declaration launched with strong uptake.
• Law unchanged: legislation and internal requirements didn’t change—only the filing flow.
• Who it’s for: non-affected companies/CCs/NPCs without any BO to declare; others follow the standard BO process.
• Timing reminders: From 1 July 2024, BO must be submitted with Annual Returns, within 10 business days after incorporation, and within 10 business days of changes.
Who can use the Optimised BO pathway?
On entry, choose Affected or Non-affected. If you select Non-affected, CIPC presents short ownership/control questions. If any answer indicates external beneficial ownership or control, you’ll be redirected to the standard BO process; otherwise, continue in Optimised.
Plain-language signals of “beneficial ownership”
• Someone holds beneficial interest in your securities for another person
• Someone exercises or controls voting rights
• Someone (other than directors/members) can appoint/remove directors
• Someone can materially influence management or control (including via trusts/other entities)
Common good-fit scenarios (examples)
• Small private companies where directors are the only shareholders
• Close corporations with no external ownership/control arrangements
• NPCs with straightforward governance and no outside influence
Step-by-step: How to file via CIPC’s Optimised BO
Quick checklist
✔️ Customer profile details up to date (allow ~48h after changes for OTP)
✔️ Entity is Non-affected with no BO to declare
✔️ Director/member records accurate at CIPC
✔️ Mandate signed and kept on file (no upload)
✔️ Securities/members register completed online (no upload)
✔️ OTP submitted (SMS or Email, or both) and submission confirmed
FAQs
Do I still file BO with Annual Returns? Yes, file with Annual Returns and update within 10 business days
Is the new Optimised system a legal change? No, process simplification only.
Do I upload a mandate? Not in the Optimised flow; keep a written mandate on file.
Will I get a BO certificate via the Optimised route? No, email confirmation only where no BO is declared.
Can I choose SMS or Email for OTP? Yes, SMS, Email or both.