Corporate Governance at a Crossroads: Why Compliance Keeps Going in Circles
Corporate governance has traditionally been discussed in language that can make it feel removed from the everyday running of a business. It brings to mind boards, committees, policies, formal reports and carefully prepared meeting packs. In practice, however, governance problems seldom begin in the boardroom. They begin when information is scattered, responsibilities are unclear, documents […]
CIPC confirms beneficial ownership compliance inspections
The Companies and Intellectual Property Commission has confirmed that it is conducting routine beneficial ownership compliance inspections to verify the accuracy and completeness of information filed by South African companies and other registered entities. In Notice 37 of 2026, published on 30 July 2026, CIPC explained that selected entities may be inspected physically at their […]
Intercompany Loans After the Companies Act Amendment: What Has Actually Changed?
Intercompany loans are part of everyday financial management for many South African corporate groups. A holding company may provide working capital to a subsidiary, fund an acquisition, settle expenses on its behalf or support it through a temporary cash flow shortage. Until recently, these arrangements usually triggered the financial assistance requirements in section 45 of […]
Will Trusts Have to File Annual Returns? What South Africa’s Regulation of Trusts Bill Could Mean for Company Secretaries
For years, the compliance rhythm for a trust looked nothing like the one company secretaries know from CIPC. Companies and close corporations file annual returns; trusts did not. That distinction is now under review. On 7 August 2026, the Department of Justice and Constitutional Development published the Regulation of Trusts Bill, 2026 for public comment, […]
Does a Trust Have to Have a February Year-End?
Company secretaries are used to companies choosing their own financial year-end, but a trust year-end works differently. A trust does not have that freedom. For income tax purposes a trust’s year of assessment is fixed to the last day of February, and, unlike a company, a trust cannot simply adopt a different year-end to suit […]
Can a Trust Hold Shares in a Private Company? Testamentary and Discretionary Trusts as Shareholders
A trust can hold shares in a private company, and many do. The complication for company secretaries is that a trust is not a legal person in South African law, so it cannot appear on a share register the way an individual or a company does. Shares owned by a trust are held and registered […]
When Does a Director Actually Become a Director? The CIPC Registration Myth Explained
When does a director become a director in South Africa? Not on the day CIPC updates the register, even though that is what many people assume. There is a surprisingly common assumption in South African company secretarial practice that a new director only officially becomes a director once CIPC has processed the director amendment and […]
Beneficial Ownership Declaration for a Close Corporation in South Africa
Beneficial ownership declaration for close corporation compliance has rapidly become one of the biggest pressure points facing South African businesses, accountants and company secretarial practitioners. Not because the filing itself is necessarily difficult. But because many Close Corporations were established years ago, ownership records changed over time, trusts became involved, family arrangements evolved informally, and […]
Converting a Close Corporation to a Private Company in South Africa: What Business Owners Need to Know
Converting a Close Corporation to a Company is something many South African business owners eventually face as their businesses grow beyond the structure they originally started with. For years, Close Corporations made perfect sense. They were simple, affordable and easy to manage. But as businesses evolve, the structure that once worked perfectly can slowly start […]
Can a Company Own a Member’s Interest in a Close Corporation?
No. A company cannot own a member’s interest in a Close Corporation. The legal position is not grey. It is not nuanced. And it is not one of those areas of South African corporate law where “it depends”. A Close Corporation does not accommodate juristic ownership in the way a private company does. It was […]