New CIPC Compliance Guidance
The Companies and Intellectual Property Commission has issued fresh guidance on remuneration governance and beneficial-ownership compliance.
Under sections 30A and 30B of the amended Companies Act, new remuneration requirements came into effect on 22 May 2026. Public companies and state-owned companies must now prepare a remuneration policy for shareholder approval by ordinary resolution at the annual general meeting. They must also prepare an annual remuneration report covering the previous financial year and submit it for approval at the AGM.
These requirements generally apply to AGMs held after the commencement date. However, if a valid notice for the meeting was issued before 22 May 2026, the new provisions will not apply. Where no valid notice had been issued by that date, the company must comply with the new rules.
CIPC has also reminded registered entities that it carries out physical and virtual inspections to check whether beneficial-ownership information is accurate and complete. Directors or members must attend these inspections personally and cannot hand over this responsibility entirely to consultants, company secretaries or filing agents.
Inspectors may request securities registers, shareholding structures, directors’ registers and documents showing who ultimately owns or controls the entity.
Beneficial ownership generally refers to the individual who ultimately owns or effectively controls a company, with a reporting threshold of 5% ownership or control. Companies incorporated from 24 May 2023 must file this information within ten business days of incorporation. Older companies must submit it with their annual returns, and all entities must update their records annually within 30 business days after their anniversary date.
Failure to file accurate information may result in compliance notices, administrative penalties or other enforcement action. Knowingly submitting false or misleading information may also lead to criminal prosecution.
If you need advice on these requirements, please do not hesitate to contact our offices.
