Tax and SARS knowledge base
Beneficial ownership information a company must disclose to SARS
What beneficial-ownership information must a company disclose to SARS?
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Direct answer
SARS requires beneficial-ownership disclosure for ITR14 returns submitted for the 2022 tax year and later. Its company-return guide asks for information about individuals who directly or indirectly ultimately own, or exercise effective control over, the company. The answer must follow the company's actual ownership and control facts, not a copied shareholder list.
This is a SARS income-tax-return requirement. It should not be confused with beneficial-ownership filing that may be required by another regulator. Similar information can be useful, but the company must complete the SARS return in accordance with the current ITR14 questions and guidance.
What this means in practice
The legal shareholder is not always the person SARS expects to be disclosed as a beneficial owner. A company may have an individual shareholder, a trust, another company, voting agreements, nominee arrangements or control rights. The company should map the ownership chain through those arrangements to the relevant individuals and record how control is exercised.
SARS's guide notes that having a substantial beneficial interest or the ability to influence management does not automatically make a person a beneficial owner. That is why a director should not guess from a percentage. Work from current registers, constitutional documents, agreements and a group structure chart.
The ITR14 is customised from answers given at the start of the return. Before the company requests and completes it, ensure that its legal-entity information, public-officer details, contact information and banking details are current. An inaccurate profile can disrupt the filing workflow.
Step-by-step
- Identify the entity and return period.
Confirm the company, year of assessment and applicable ITR14. Use the current eFiling return rather than a historic printout.
- Build an ownership and control map.
List direct shareholders, then trace any company, trust, partnership, nominee or agreement in the chain. Identify people with ultimate ownership or effective control and note the document supporting each conclusion.
- Separate ownership from management.
Record directors, officers and advisers, but do not assume every person involved in management is a beneficial owner. Equally, do not ignore a person who controls the company through indirect or contractual rights.
- Check company profile information.
Confirm the public officer or representative, registered details and eFiling access. Update information through the appropriate SARS process before completing the return when required.
- Complete the ITR14 disclosure carefully.
Answer the beneficial-ownership questions using the prepared map. Review names, identification details and ownership or control information against the underlying evidence before submission.
- Preserve an audit trail.
Keep the submitted return, confirmation, chart, registers and supporting agreements. Note changes after year end so the next year's return can be prepared efficiently.
Documents and records to keep
Keep the share register, memorandum or constitution, shareholder agreements, trust deeds where relevant, organogram, board records, nominee documentation, identity support and completed ITR14 working papers. Where ownership is indirect, keep enough evidence to explain each link in the chain.
Important limits and exceptions
Beneficial ownership is a high-risk area for layered structures, foreign entities, trusts and control agreements. Do not use a generic threshold or a CIPC filing as an automatic answer for SARS. The correct disclosure can require legal and tax input.
The SARS return and questions can change. Use the guide and eFiling version current for the relevant year, and make sure records reflect the facts at that date.
When to get tailored advice
Get tailored advice where there are trusts, multiple holding companies, nominee shareholding, family arrangements, foreign owners, disputed control rights or a recent restructuring. Review the structure before signing the return, not after SARS requests clarification.
TaxProof can help organise ownership records and filing working papers. We cannot determine beneficial ownership for a disputed or complex legal arrangement.