OBLIGATION TO REPORT A B-BBEE TRANSACTION TO THE B-BBEE COMMISSION
On Friday 9 June 2017 the Minister of Trade and Industry set, by notice in the Government Gazette, the major B-BBEE transaction threshold at ZAR 25 million.
In terms of the B-BBEE Regulations, all parties to a B-BBEE transaction over this threshold are now obliged within 15 days of concluding the transaction to submit the transaction for registration. The registration form itself in the B-BBEE Regulations requires only basic information on the parties and the transaction value. The notice however provides that parties to such a transaction 'must submit documents for the registration of a major B-BBEE transaction according to the requirements prescribed by the B-BBEE Commission'. To date the B-BBEE Commission has not listed the documentary requirements for registration.
The obligation to report is retrospective and any company which did a B-BBEE transaction valued at ZAR 25 million or more in the last three years (ie since October 2014) has 60 days or until approximately Monday, 7 August 2017 to report it.
There is no offence associated with failing to report. The empowering provision for the reporting obligation is section 13F(1)(f) of the B-BBEE Act which deals with a responsibility of the B-BBEE Commission to keep a register of major B-BBEE transactions.
The B-BBEE Regulations however take the registration concept further and provide for the B-BBEE Commission to advise the parties in writing of 'concerns' with registered transactions within 90 days of registration. The Regulations then provide that 'a party issued with the written advice (…) must take steps to remedy the transaction within a reasonable period after receiving the advice from the Commission, failing which the Commission may proceed to initiate an investigation in terms of section 13F(1)(d) of the Act'.
The B-BBEE Regulations also require that the B-BBEE Commission be notified of any 'material change' to the 'B-BBEE elements' of the 'entity' occurring after the transaction has been registered if such material change meets the threshold.