First, what is a major B-BBEE transaction?
A major B-BBEE transaction is currently defined an ownership transaction with a value of at least R25 million. This includes sales of equity, mergers, disposals, restructurings or other arrangements that alter the B-BBEE ownership profile of a business, where the transaction reaches or exceeds this threshold. Registration is a statutory notification requirement , it is not the same as regulatory approval, and registering a transaction does not certify that it complies with the Act.
Registration: Before, During and After
Before concluding the transaction
- Valuation check: Confirm early whether the anticipated transaction value meets or exceeds the R25 million threshold.
- Structuring: Ensure the ownership structure, shareholder agreements and funding mechanisms reflect the genuine commercial and empowerment intent.
- Documentation: Prepare the transaction agreements, valuation reports and ownership schedules that will support the registration submission.
At conclusion
- 15-day window: The transaction must generally be submitted to the Commission for registration within 15 days of its conclusion.
- Submission: Provide the required transaction details and supporting documents through the Commission’s prescribed process.
After registration
- Substantive review: The Commission may assess the substance of a registered transaction, not merely its paperwork, to determine whether it truly advances B-BBEE objectives.
- Record-keeping: Retain all transaction records, as these may be requested if the Commission raises queries or opens an investigation.
- Ongoing accuracy: If underlying facts change materially after registration, businesses should be prepared to demonstrate that representations made remain accurate.
Implications for overseas and cross-border dealings
Foreign investors, joint-venture partners and multinational groups dealing with South African entities should be alert to these registration obligations wherever a transaction affects the local entity’s B-BBEE ownership and meets the value threshold. Practical considerations include:
- Inbound investment: Where an overseas party acquires or increases equity in a South African business, the transaction may itself qualify as a major B-BBEE transaction requiring registration, even if the foreign investor is unfamiliar with the regime.
- Deal timelines: The 15-day registration period should be factored into cross-border transaction timetables and closing conditions from the outset.
- Fronting risk: Cross-border structures , including nominee arrangements, offshore holding companies or complex share structures, face close scrutiny if the commercial reality does not match the stated B-BBEE ownership benefits.
- Due diligence: Foreign parties should confirm, as part of due diligence, whether prior transactions involving the target were correctly registered, as unresolved compliance issues can affect deal risk and value.
- Advisory opinions: Where the B-BBEE treatment of a proposed cross-border structure is uncertain, businesses may request a non-binding advisory opinion from the Commission before concluding the deal.
What to remember
- Confirm whether the transaction value meets the R25 million threshold.
- Build the 15-day registration deadline into transaction planning.
- Ensure documentation reflects genuine commercial and ownership reality.
- Keep full records in case of Commission review.
- For cross-border deals, address B-BBEE registration in due diligence and closing conditions.
This guide is for general information only and does not constitute legal advice. VDMA’s team is available to assist with transaction structuring, registration and related B-BBEE compliance matters.
published 09 July 2026
