What to update when a client's shares change hands

A share transfer in a South African private company touches securities transfer tax, the securities register and a beneficial ownership filing.

By Achekam · 11 October 2026 · 4 min read · For Accountants & audit firms in South Africa

The founder sells part of her shareholding to a new investor. A father gives shares in the family company to his daughter. Two partners in a private company fall out and one buys the other out. Often the firm hears about it weeks later, when someone asks for the share certificate or the bank wants a new resolution.

By then several obligations may already be running. A transfer of shares in a South African private company is a tax event, a change to a statutory register and, in many cases, a change in who the company's beneficial owners are. This article sets out what each one involves and how a firm can keep the paperwork moving.

Securities transfer tax on the transfer

SARS says securities transfer tax is charged at 0.25% on the transfer of listed or unlisted securities, which covers shares in companies and members' interests in close corporations. That rate is from SARS's tax rates page as published in February 2026, so confirm it on the day the transfer happens.

For an unlisted private company, the practical point is that the tax attaches to the transfer itself, whether the shares were sold, swapped or given away. Ask the client early:

• what was transferred, how many shares and of which class;
• whether money changed hands, and on what terms;
• the date the transfer took effect.

Those three answers drive both the tax and the register entry, and they are the details clients forget first.

Updating the securities register

CIPC says a company must at all times keep a copy of its Memorandum of Incorporation and any amendments, and a register of its shares, together with registers of its company secretary and auditor where it must appoint them.

The share register is the company's own record of who holds what. After a transfer it should show the shares leaving the seller and arriving with the buyer, with the date and the supporting documents behind each entry. If the MOI restricts transfers, for example by giving existing shareholders a first right to buy, the register should not be changed until the board has confirmed that those steps were followed.

A useful habit is to keep the register and the transfer pack together: the signed instrument of transfer, the board resolution approving the transfer, any waiver of pre-emptive rights, and proof that the tax was dealt with.

An amended beneficial ownership declaration

A transfer can change who controls the company. CIPC defines a beneficial owner as an individual who directly or indirectly ultimately owns or exercises effective control of a company, including through voting rights, the right to appoint or remove directors, or a chain of ownership.

CIPC says all entities must file an amended beneficial ownership declaration within 10 business days of any change. Ten business days is not long when the firm only hears of the transfer after the fact, which is why the question "has anyone bought or sold shares?" belongs in every client check-in, not only the year-end meeting.

Two situations deserve a second look:

1. The buyer is itself a company or a trust. The beneficial owner is the individual at the end of that chain, not the entity on the register.
2. The transfer is small but tips control. Voting rights or a right to appoint directors can make someone a beneficial owner even where the shareholding looks modest.

For the deadlines in more detail, see beneficial ownership filing deadlines.

The register in the annual CIPC cycle

The transfer does not stay a one-off event. CIPC says companies must file annual returns, beneficial ownership declarations and a securities register or beneficial interest register each year within 30 business days after the anniversary of incorporation.

So the register you update today is the register the company files at its next anniversary. If the transfer was recorded carelessly, the error travels into the annual filing. Before the annual return is submitted, compare:

The same ownership information also matters for tax filings; beneficial ownership on the ITR14 covers where it appears there.

Getting the signed documents from the client

Most delays in a transfer come from documents, not law. The seller has signed but the buyer has not; the resolution exists but nobody can find the signed copy; the waiver from the other shareholders was agreed by e-mail and never put in writing.

In Achekam, staff can raise a request to the client for each missing item in the RFI console, asking for documents, answers or confirmations, and track it there whichever screen the request was raised from. A request list for a transfer might read:

• signed instrument of transfer from both parties;
• board resolution approving the transfer;
• written waiver of pre-emptive rights, if the MOI gives them;
• confirmation of the price or other consideration, and the effective date;
• details of the individual behind any company or trust buyer.

While the requests are open, the client's Client 360 record shows the client's services, contacts, timeline and profile in one place, which helps whoever picks up the matter see where it stands. The register itself remains the company's statutory record, kept wherever the company keeps it.

The order to work in

Start with the facts of the transfer, then the tax, then the register, then the beneficial ownership filing, and finally the annual return when it falls due. CIPC's beneficial ownership page sets out the filing deadlines and who counts as a beneficial owner, and is worth sending to the client's directors so they understand why the firm keeps asking.

General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.