Broad-Based Ownership Scheme — structured and administered by SolveSA
Move your Ownership score without giving up control of your business.
Ownership is the heaviest-weighted element on the B-BBEE scorecard and the one most companies leave alone — because building a trust from scratch means months of drafting, trustee recruitment and valuation work. SolveSA has already built the trust. You choose the shareholding level that fits your scorecard, and we run the transaction and the trust from there.
No structuring fee on the ready-to-go trust. Compliance, administration and governance handled entirely by SolveSA.
A pre-built route to genuine, verifiable Ownership transformation — structured, implemented and administered end to end
Pre-structured
trust deed & MOI wording drafted
Independent
trustees already in place
Codes-aligned
scored under the Ownership element
Your choice
of shareholding level
The challenge
Ownership carries the most weight on the scorecard — and it is the slowest element to fix.
Most companies know an ownership transaction would materially move their scorecard. Far fewer have the appetite to draft a trust deed, amend an MOI, recruit independent trustees, run an IFRS 2 valuation and negotiate a partner from a blank page. That work routinely runs six to twelve months before a single Ownership point is scored — and Ownership carries a net value sub-minimum that can pull your whole level down if it is missed.
Twenty-five points, and a penalty attached
Ownership is worth 25 points on the generic scorecard. It is also a priority element — miss the net value sub-minimum and your overall B-BBEE level is discounted by one, whatever else you score.
Building a trust from scratch is slow
Trust deed, MOI amendments, independent and black-women trustee appointments, auditor sign-off and a compliant constitution — each one a dependency, each one a delay.
Get the structure wrong, and the points fall away
Voting interest, economic interest, designated-group and new-entrant recognition, the 15% management fee cap and the 85% benefit test all have to hold up in front of a verification agency.
Nobody wants to dilute real value
The honest objection to any ownership deal is economic: existing shareholders do not want to hand over value they have already built. The structure has to answer that before anything else.
Why SolveSA
The trust already exists. You plug into it.
SolveSA helps South African businesses turn B-BBEE obligations into outcomes that survive verification. For Ownership specifically, we have done the groundwork most companies never get past: a compliant broad-based trust with independent trustees, an audited compliance framework and a defined beneficiary mandate, already established and ready to take up shares.
Instead of starting a transaction at zero, you start from a structure that can receive your shareholding now — and you keep a single accountable partner from the first model through to the verification file.
- Ready-made — trust deed, MOI wording & governance
- Single partner — from structuring to verification
- Full transparency — on how benefits are deployed
- Bespoke option — if you would rather own the trust
Who structures the transaction
SolveSA delivers this solution with a vetted corporate finance partner from its supplier network. That team has in excess of 60 years’ combined corporate finance experience and has advised JSE-listed groups on B-BBEE ownership transactions across food and agri-processing, industrial and environmental services, ICT and financial services — alongside independent expert valuations, fair and reasonable opinions, and registered JSE Sponsor and Designated Advisor work.
We name the partner and set out their role in writing before you engage. SolveSA remains your single point of accountability for the transaction and for the trust.
BEE ownership structuring · Independent valuations · JSE Sponsor & Designated Advisor · IFRS 2 & tax input · Trust administration
How it’s structured
A proven mechanism that protects the value you have already built.
A portion of your company’s shareholding is issued to the SolveSA BBOS Trust — a broad-based vehicle constituted to qualify as a compliant scheme under the B-BBEE codes. The value already in your business is first ring-fenced into capitalisation shares held by your existing shareholders, so the Trust subscribes for its interest at fair value without taking historic value with it. The Trust’s participation is normally vendor funded by your company at market-related rates, and your company keeps a call option to buy those shares back at market value at any time.
The one thing to remember
Ownership recognition is earned for voting interest, economic interest, participation as a broad-based ownership scheme, and black new entrant status — and the SolveSA BBOS Trust is constituted to address all four. What it is worth in points depends on the level you choose and your verification agency’s assessment.
Transaction steps
Step 01
Amend your MOI
Your memorandum of incorporation is amended to authorise a class of capitalisation shares — often shortened to cap shares — alongside your ordinary shares.
- Voting rights of 1:1 with ordinary shares
- A fixed value attributed to the class, agreed up front
- Preference dividends accruing at a market-linked rate
- Once settled, they rank pari passu with ordinary shares
Step 02
Issue the capitalisation shares
The company issues capitalisation shares to your existing shareholders in lieu of dividends. This is the step that protects them.
- Historic value stays with the people who created it
- Accrued preference dividends rank ahead of ordinary distributions
- No cash needs to leave the business to make it work
Step 03
The Trust subscribes
The SolveSA BBOS Trust subscribes for ordinary shares at fair value — which, with the existing value ring-fenced, is nominal.
- The Trust holds ordinary shares only
- Voting and economic interest measurable from implementation
- Beneficiaries participate in growth from that point forward
Your call option
Your company holds a call option to repurchase the Trust’s shares at any time at market value. If the parties cannot agree that value, an independent expert is appointed to determine it, and that determination binds everyone. The exit is defined on day one, not negotiated later.
How it is funded
Depending on the structure chosen, the Trust’s participation is normally fully vendor funded by your company at market-related rates — by way of a loan, a preference share instrument or notional funding. We model the accounting and cash consequences of each before you commit, including IFRS 2 implications.
Choose your level
How much shareholding, and what it does for you.
The same trust and the same mechanism work at very different scales. Three illustrative levels — pick the one that matches the scorecard problem you are actually trying to solve, and we will model it against your numbers.
10% — targeted top-up
Your existing shareholders
90%
Ordinary shares plus the ring-fenced capitalisation shares
SolveSA BBOS Trust
10%
Ordinary shares only — broad-based, independently governed
Your Company
Ownership measurement reflects the new shareholding from implementation
Illustrative only. Your company retains a call option to repurchase the Trust’s shares at market value at any time.
What a 10% level reaches
- Clears the 3% economic interest target for black designated groups and participants in broad-based ownership schemes outright
- Clears the 2% economic interest target for black new entrants outright
- Delivers 40% of the 25% + 1 vote voting interest target and 40% of the 25% economic interest target, both of which score proportionally
- Establishes a measurable net value base, which is the priority sub-minimum most companies fail on
Best for: a company with no black ownership today that wants a defensible, low-dilution entry into the Ownership element — and wants to stop losing a level to the net value sub-minimum.
25% + 1 vote — full targets
Your existing shareholders
75%
Ordinary shares plus the ring-fenced capitalisation shares
SolveSA BBOS Trust
25% + 1 vote
Ordinary shares only — broad-based, independently governed
Your Company
Ownership measurement reflects the new shareholding from implementation
Illustrative only. Your company retains a call option to repurchase the Trust’s shares at market value at any time.
What a 25% + 1 vote level reaches
- Meets the full voting interest target for black people — 25% plus one vote
- Meets the full economic interest target for black people — 25%
- Clears the 3% broad-based and 2% new entrant economic interest targets with substantial headroom
- Reaches the 10% black women voting and economic interest targets to the extent the scheme’s beneficiary profile qualifies
Best for: a company that wants to stop scoring Ownership proportionally and hit the headline targets — typically where clients, tenders or a sector code are pushing on black ownership.
51% — majority black-owned
Your existing shareholders
49%
Ordinary shares plus the ring-fenced capitalisation shares
SolveSA BBOS Trust
51%
Ordinary shares only — broad-based, independently governed
Your Company
Ownership measurement reflects the new shareholding from implementation
Illustrative only. Your company retains a call option to repurchase the Trust’s shares at market value at any time.
What a 51% level reaches
- Exceeds every voting and economic interest target on the Ownership scorecard
- Takes the company past the majority black-owned threshold that many tenders, sector codes and customer procurement policies test for
- Makes your business a materially stronger supplier on your clients’ own preferential procurement and supplier development scorecards
- Warrants closer attention to control, governance and shareholder-agreement terms — we work through these with you before anything is drafted
Best for: a business whose growth is gated by black ownership requirements in its customers’ procurement or a sector code — and where the commercial upside justifies a majority broad-based holding.
The Ownership element, for reference
| Indicator | Points | Compliance target |
|---|---|---|
| Exercisable voting rights — black people | 4 | 25% + 1 vote |
| Exercisable voting rights — black women | 2 | 10% |
| Economic interest — black people | 4 | 25% |
| Economic interest — black women | 2 | 10% |
| Economic interest — black designated groups, participants in broad-based ownership schemes, employee share ownership programmes and co-operatives | 3 | 3% |
| Economic interest — black new entrants | 2 | 2% |
| Net value | 8 | Time-based graduation factor |
Generic scorecard indicators and targets under the Amended Codes of Good Practice, shown for orientation. Ownership is a priority element: at least 40% of the net value points must be achieved or the overall B-BBEE status level is discounted. Amendments to several code statements were gazetted for public comment during 2026 and were not finalised at the time of writing. Levels shown above are illustrative — the points any structure actually earns depend on the beneficiary profile, the funding and net value position, your applicable sector code, and your verification agency’s assessment. Nothing on this page is a scoring guarantee or a substitute for advice from your verification agency.
What we do
SolveSA runs the whole ownership transaction — end to end.
Whichever level and path you choose, SolveSA project-manages the deal from the first model to the verification file, and coordinates every advisor involved.
Structuring & modelling
We assess your current scorecard and shareholding, model the Ownership outcome at each level, and set out the accounting, tax and regulatory implications including IFRS 2.
A trust that already exists
No months spent drafting a new trust and recruiting trustees — the SolveSA BBOS Trust is established, governed, audited and ready to take up shares.
Legal & agreement drafting
MOI amendments, capitalisation share terms, subscription agreements and call-option terms drafted and reviewed, with negotiation support throughout.
Codes application & verification
Correct application of the ownership codes and scoring, working directly with your BEE verification agency and compiling the evidence pack they will ask for.
Ongoing trust administration
Trustee governance, statutory filings, annual audited accounts and codes compliance managed by SolveSA for the life of the structure.
Transparent benefit reporting
Documented reporting on how dividends and value flowing to the Trust are deployed against the upliftment mandate agreed with you.
Choose which of the Trust’s pre-approved focus areas benefit from its dividends — or nominate your own initiative, subject to vetting and regulatory approval — and you get a reportable social-impact story alongside the scorecard movement. See where the value goes →
How it works
The SolveSA BBOS pathway
A clear five-step route from “what could our Ownership score look like?” to evidence that holds up at your next verification.
1
Understand & model
We review your scorecard, shareholding and objectives, then model the Ownership outcome at each shareholding level.
2
Choose level & path
Settle the shareholding percentage, then decide between the ready-to-go trust and a bespoke trust of your own.
3
Structure & document
MOI amendment, capitalisation share issue, subscription agreement and call-option terms drafted, reviewed and signed.
4
Implement
Regulatory approvals actioned and the transaction executed, with your verification agency engaged throughout.
5
Verify & administer
Evidence pack delivered for verification, then ongoing trust administration, audits and benefit reporting.
Two paths
Build your own trust, or plug into ours.
Both are legitimate broad-based ownership routes. The difference is speed, cost and where the administrative burden sits once the deal is done.
Bespoke ownership structure
Your own broad-based trust, built from scratch
- SolveSA structures the transaction and creates a new trust specific to your business
- Full control over trustees, mandate and beneficiaries from day one
- Compliance, administration and management reside with your business
- Can be time-consuming and uneconomical for smaller transactions
- Typically six to twelve months to implement
Ready-to-go SolveSA BBOS Trust
Plug straight into a structure that already exists
- The SolveSA BBOS Trust is introduced into your ownership structure
- Trust deed, independent trustees and governance already established
- Compliance, administration and management stay with SolveSA
- No structuring fee — only implementation and administration costs apply
- Typically weeks, not months, to implement
Not sure which fits? Both routes are measured the same way under the codes when structured correctly — the choice comes down to whether you want to run a trust for the next decade.
Where the value goes
A broad-based scheme only works if the benefit actually lands.
The Trust exists to move value to people who need it, and to be able to show that it did. Dividends and value received by the Trust are applied to the upliftment mandate agreed with you, across three focus areas.
Education, bursaries & scholarships
Funded educational programme initiatives, including bursaries and scholarships for learners and students who would not otherwise get there.
Healthcare & adult skills development
Community healthcare access, skills development for unemployed people, and adult basic education and training that leads to work.
Early childhood development
Support for early childhood development, where the evidence on long-run outcomes per rand spent is strongest.
01
You choose the mandate
Indicate which of the Trust’s pre-approved focus areas should benefit from the dividends and value your shareholding generates.
02
Or nominate your own
Put forward a socio-economic initiative of your own. It is vetted for regulatory and codes compliance before approval.
03
Independent trustees allocate
The Trust’s trustees manage and allocate what the Trust receives, within the agreed mandate, and report openly on where it went.
At least 85% of the value of benefits allocated by the scheme must accrue to black people, and the scheme’s management fees may not exceed 15% of economic interest — both are qualifying criteria for a broad-based ownership scheme under the codes, and both are built into how the Trust operates. We confirm specific beneficiary organisations with you in writing before implementation.
Fees
Quoted on scope, confirmed in writing, no surprises.
Ownership transactions are not one-size-fits-all: the fee depends on the shareholding level, the complexity of your existing shareholding and how much legal drafting the structure needs. We quote once we understand the scope — and everything is confirmed in writing before any work starts.
Bespoke route
Your own trust, built from scratch
- Scope — Structuring, trust creation, drafting and implementation
- Fee — Detailed proposal presented once your requirements are understood
- Administration — Resides with your business after implementation
Ready-to-go BBOS Trust
What you will and will not pay for
- Structuring fee — None
- Legal fees — Quoted on the agreements your structure actually requires
- Administration fee — Monthly fee quoted on deal size and structure, escalating annually with CPI
- Additional costs to your account — None
All dividends and value received by the SolveSA BBOS Trust are applied to the upliftment mandate agreed with you. A written fee proposal is provided before any engagement begins, and no fees are incurred for the initial modelling conversation.
Live oversight
Full visibility, none of the workload.
You always know where your ownership transaction and the Trust stand — measurement, compliance and impact — without administering any of it. Illustrative views of the oversight SolveSA provides.
Ownership dashboard
SolveSA BBOS Trust Dashboard — Illustrative, measurement period 2026/27
Trust shareholding
25 %+1
Voting interest
25 %+1
Economic interest
25 %
Net value sub-minimum
On track
Transaction progress by quarter
- Q1 — Modelling
- Q2 — Drafting
- Q3 — Implement
- Q4 — Verified
- Goal — Target
Shareholding split
25%
Trust-held
- SolveSA BBOS Trust
- Capitalisation shares
- Existing shareholders
Compliance tracker
Compliance Tracker — Illustrative, verification-ready evidence
| Compliance requirement | Detail | Status |
|---|---|---|
| MOI amendment & capitalisation share terms | Filed and effective | Complete |
| Subscription agreement | Signed by all parties | Complete |
| Call option terms | Market-value repurchase, independent expert fallback | Complete |
| Trustee composition | At least 50% independent, at least 25% black women | Confirmed |
| Management fee cap | Below 15% of economic interest | Compliant |
| Annual audited financials | Trust accounts signed off by auditors | Tracking |
| Verification evidence pack | Compiled for your verification agency | In progress |
| Benefit deployment reporting | Open reporting to your business | Clean |
Impact report
Impact Report — Illustrative, your social-impact story
85%+
of allocated benefits accrue to black people
50%+
independent fiduciaries
25%+
black women fiduciaries
<15%
management fees as a share of economic interest
3
funded focus areas to choose from
100%
of benefit deployment reported
Board-ready evidence for the social dimension of your ESG reporting, alongside the Ownership movement. The figures shown are the qualifying-criteria thresholds for a broad-based ownership scheme under the codes, not performance results.
Compliance & the codes
Built to qualify as a genuine broad-based scheme — not just on paper.
The SolveSA BBOS Trust is constituted against the qualifying criteria for broad-based ownership schemes set out in the codes, so what it earns you is defensible when a verification agency tests it.
Qualifying criteria
- Management fees capped at 15% of economic interest
- At least 85% of the value of allocated benefits accrues to black people
- At least 50% of fiduciaries independent, with no employment or beneficial interest in the scheme
- At least 50% of fiduciaries black people, at least 25% black women
- An independent chairperson
- A constitution recording the rules for economic interest reserved for future distribution
- On winding up, accumulated economic interest transfers to beneficiaries or an entity with similar objectives
What it is measured for
- Exercisable voting rights held by black people
- Economic interest held by black people
- Recognition as a broad-based ownership scheme
- Black new entrant recognition
- Net value, subject to the time-based graduation factor
- Demonstrable operational capacity to run as a broad-based ownership scheme
Final treatment of any structure is your verification agency’s determination. We engage them early, on your behalf, so there are no surprises at audit.
Governance
A trust structure you and your stakeholders can rely on.
An ownership scheme is only as good as its governance. SolveSA treats the Trust’s compliance with the same discipline it brings to your transaction.
Independent trustees
Governed by trustees who meet the codes’ independence and diversity requirements — not appointees of any single party.
Audited & transparent
Annual financials signed off by independent auditors, with open reporting on exactly how benefits are deployed.
Full compliance administration
Statutory filings, CIPC updates and codes compliance managed by SolveSA for the life of the structure.
Single accountable partner
One point of ownership for the whole transaction — SolveSA stands behind every recommendation it makes.
Straight answers
The questions boards actually ask.
Do we lose control of the business?
No. Voting rights attach to both the ordinary shares and the capitalisation shares held by your existing shareholders, and control arrangements are documented in the shareholder agreement before anything is signed. At the higher shareholding levels this needs more careful attention, which is exactly what we work through with you at the modelling stage.
Are our existing shareholders diluted economically?
The capitalisation share step exists to prevent that. Value already built in the business is ring-fenced into a share class held by your existing shareholders, with preference dividends accruing ahead of ordinary distributions. The Trust participates in growth from implementation onwards, not in the value that came before it.
Can we unwind it later?
Yes. Your company holds a call option to repurchase the Trust’s shares at market value at any time. If the parties cannot agree on that value, an independent expert determines it and the determination binds all parties.
How many points will this earn us?
We will model it for you, but no one can honestly promise a number on a web page. The outcome depends on the shareholding level, the beneficiary profile, your net value and funding position, whether a sector code applies, and your verification agency’s assessment. We engage that agency early so the answer is settled before you commit rather than after.
Does the Trust need funding from us?
Depending on the structure, the Trust’s participation is normally fully vendor funded by your company at market-related rates — through a loan, a preference share instrument or notional funding. No third-party cash needs to be raised, and we model the accounting and cash impact of each option, including IFRS 2, before you decide.
Who are the beneficiaries, and can we choose?
The Trust funds education and bursaries, healthcare and adult skills development, and early childhood development. You indicate which focus areas the dividends from your shareholding should support, or nominate your own initiative for vetting. Specific beneficiary organisations are confirmed with you in writing before implementation.
Is a broad-based trust a “fronting” risk?
A properly constituted broad-based ownership scheme is expressly recognised in the codes. The risk lies in schemes that fail the qualifying criteria — fee caps, fiduciary independence and composition, the 85% benefit test, a compliant constitution and demonstrable operational capacity. Those criteria are the design brief for this Trust, and the evidence for each is compiled for your verification agency.
Turn an ownership obligation into a transformation outcome you can evidence.
Book a call and we will model the Ownership outcome at each shareholding level against your actual scorecard and shareholding — no fee, no obligation, and a clear view of what each option would cost you.