The Money Maze TMM Nº 032

Unit Trust Stealth Tax: The Draft TLAB 2025 CIS Changes

Length: 6 min

Loads the Spotify player. Spotify sets its own cookies.

Treasury's draft TLAB 2025 could have taxed unit trust investors when funds merge. What the stealth tax was, what changed, and what's still coming in 2027.

Show notes

Imagine Treasury crawling into your fridge and eating the last slice of melktert. You didn’t touch it, but somehow you’re paying for it. That’s roughly how the “stealth tax” in the 2025 draft tax bill felt to unit trust investors.

By The Money Maze | Listen to the episode: Spotify

For millions of South Africans, unit trusts are where the long-term saving happens: retirement top-ups, school fees, slowly building wealth while still paying off the car you regret. Treasury calls them collective investment schemes, or CISs, which sounds like a BMW options pack.

In August 2025, National Treasury published the draft Taxation Laws Amendment Bill, the TLAB. Tucked inside were changes that tax specialists at Webber Wentzel called a “stealth tax” on unit trust investors.

How unit trust fund mergers worked

Fund managers sometimes merge two funds. Fund A marries Fund B, you swap your Fund A units for Fund B units, and you carry on compounding. Under section 44 of the Income Tax Act, that has been tax-neutral. No capital gains tax until you actually sell.

Like your cousin changing her surname at the wedding. You don’t pay anything. You eat the cake and go home.

The draft proposal: a dry tax

The draft TLAB proposed taking CIS mergers out of that section 44 relief. If Fund A merged into Fund B, you’d be treated as if you sold your Fund A units and bought Fund B units. Instant capital gains tax on any growth.

The catch: you didn’t choose the merger. The fund manager did. And you received no cash. That’s a dry tax: a tax bill with no money in your hand. Either pay it from your own pocket or sell some units to keep SARS happy. Either way, compounding takes a knock.

Webber Wentzel’s Joon Chong and Graham Viljoen pointed out that Treasury’s explanatory memorandum gave no evidence that section 44 relief had actually been abused by CISs. Investors would pay for a theoretical problem.

The section 42 change

The draft also proposed scrapping section 42 “asset-for-share” relief for all CISs. Section 42 lets you transfer an asset, such as listed shares, into a company or fund in exchange for shares or units, without triggering tax at that point.

Treasury’s worry was specific. An investor transfers shares with big gains into a CIS, the CIS sells them, and because a CIS doesn’t pay CGT when it sells, the gain could escape tax. Industry suggested limiting the change to closely held funds. The draft went for a blanket approach instead. Like banning Castle Lager because one oke got rowdy at the rugby.

What happened next

Here’s the good news, and why you should always read past the first headline.

After public comment, Treasury withdrew the proposed change to section 44. CIS mergers stay tax-neutral, partly because fund mergers are run by the manager and regulated under the Collective Investment Schemes Control Act. Moonstone reported this as Treasury conceding on one proposal and holding firm on the other.

Treasury is still going ahead with a narrower section 42 change, aimed at cases where individual investors use asset-for-share deals to avoid CGT. And it moved the start date for that change, and related securities transfer tax changes, to 1 January 2027 to allow more consultation. Parliament’s Select Committee on Finance report in February 2026 confirmed the section 44 amendment was withdrawn and the section 42 change was more targeted.

Why investors should care anyway

Even though the worst part was dropped, the episode is a useful reminder.

South Africa needs people to save. The deal with unit trusts has always been simple: invest, compound, pay tax when you sell. Changing that halfway through would have hurt the ordinary saver who never touched their portfolio. It could also have stopped fund managers from merging small, inefficient funds, which keeps costs higher and returns lower.

And it shows that public comment works. Industry bodies like ASISA, tax firms and investors pushed back, and Treasury listened on the part that would have hit ordinary unit holders hardest.

What to watch in 2027

If you ever plan to move a portfolio of shares into a unit trust in exchange for units, rather than selling and buying, the section 42 change could matter to you from 2027. Speak to a tax practitioner before doing anything clever. For most people adding money by debit order, nothing changes.

Stokvel Starter Pack

  • CIS: collective investment scheme, the official name for a unit trust.
  • Section 44: tax relief for mergers. For CIS mergers, the proposed removal was withdrawn.
  • Section 42: asset-for-share relief. A narrower change is still coming, from 1 January 2027.
  • Dry tax: a tax bill with no cash received to pay it.
  • TLAB: the Taxation Laws Amendment Bill, Treasury’s annual tax tweak package.

Takeaway: Read draft tax bills, but don’t panic at drafts. This stealth tax was mostly stopped before it reached your unit trust. The bit that survived is narrower and delayed.

Want the full braai version? Listen on Spotify. And if you’d like the Maze in your inbox, join the free Maze Mail list.

More from The Money Maze

Sources

  1. Explanatory memorandum on the draft Taxation Laws Amendment Bill 2025, National Treasury, 16 Aug 2025.
  2. National Treasury targets CIS tax avoidance in draft TLAB 2025, Webber Wentzel, 2025.
  3. New laws hiding a ‘stealth tax’ on South Africans, BusinessTech, 2025.
  4. Treasury concedes on one CIS tax proposal, holds firm on another, Moonstone, 2025.
  5. Report of the Select Committee on Finance on the 2025 Taxation Laws Amendment Bill, Parliamentary Monitoring Group, 23 Feb 2026.

This is not financial advice.

Transcript

Read the full transcript

Auto-generated transcript, may contain errors.

Download as plain text (6 KB)

0:00 Welcome back to The Money Mice, the podcast for South African retail investors who want to stop feeling like they're drowning in jargon and start navigating the markets like someone who actually knows what they're doing. Today we're talking about the kind of text moves that makes you feel like Treasury has crawled into your fridge and stolen that last piece of left over milk that you didn't even touch it, but somehow you paying the bill.

0:24 So why does this matter from millions of South Africans? Do not trust or as Treasury calls them, collective investment schemes. CIS if you want to impress your mates while you sound like you're ordering a new BMW package or the cornerstone of signings retirement, your kids school fees and wells while you still trying to pay off the coins torment you regret signing form.

0:47 Now National Treasury is slurring to the chat with its new draft taxation amendment OHH or TLB, and hidden inside is a little gem. Potential stealth tax on your unit trust even if you didn't sell anything. It's like being charged capital gains tax for somebody switching your briarwood from party to become the old world. You didn't burn it yet, but SAW simply says Yup, it still counts. So how does it work right now?

1:16 Currently when your CI is fund manager decides to merge your fund with another, it's all tax neutral. Fund A gets married to fund B, you swap your units and you carry on compounding like nothing happen. No tax until you actually sell covered. Like being invited to a family wedding with your cousin, changes their surname. You don't pay anything, you just rock up, eat the cake, wish the happy couple on the life sentence and go home. So the draft bombshell into Treasury was its proposal scrapped the rollover relief from now on we found A merges with fun B.

1:52 You deemed to have sold your funds in A units at market value and bought fund BDS Boom, instant capital gains tax. So here's the kicker, you didn't choose the merger, the fund manager did. But now you've got what's called a dry tax. That's a tax pool with no cash in your hand, like being told to pay for the meat at a bridge where you were not even invited. So what do you do now?

2:18 Well, either you cough up the cash yourself or flog some of your new units just to keep stars happy. By the way, you're compounding takes a massive knock and the whole point of unit trusts that long term growth magic is undermined. So let's look at the buffet ranges that Treasury has brought in. This is the part where they usually say, but wait, there's more Section 42 asset for share relief gone for CIS.

2:47 Treasury says people might abuse it. The industry suggested fine restricted to certain cases. Treasury simply said, Nah, blanket ban for everyone. That's like banning Castle Lager caused one of Cottrell, the other rugby guy capital distributions from any distribution. That isn't it. Time will now be triggering capital gains tax. Sounds small, but in practice it means even those new units you get during a fund merger could count as taxable.

3:16 Like being given a free cone on the Durban mine beach only for the vendor to send your invoice later. But why should retail investors care? Listing is called a stealth tax for a reason. It sneaks up on ordinary investors who never touch their portfolio. You're doing the right thing. You're saving deligently and suddenly Treasury got its hand in your pocket faster than a job of politicians, friends, family and the family dog lines up for a new tender old woman.

3:45 And all this in the country with fewer than 6% of South Africans can retire and maintain their lifestyle. We already suck at saving and now the very vehicles designed to encourage long term saving are being loaded with unexpected tax liabilities. It's like punishing the 1 Opal Actually pictures up to the stock fell meetings on time. So let's look at the bigger picture.

4:09 Think of it as a ripple effect. Fund managers may avoid mergers that would otherwise make sense for scale or efficiency because investors won't want the tax consequences. Fewer efficiencies means higher costs. Higher costs means lower returns, and lower returns mean your dreams of retiring on Beach House in Clifton suddenly shrink to Windy House in Bloxburg. This isn't just about clever accounting. It's about breaking trust in a system where the deal was always invest compound itax lighter when you sell. Changing the rule halfway feels like being told halfway through your Bunny chow that the extra chillies in the sauce carries additional VAT.

4:52 So let's do the credit where credits due. I didn't wake up this morning and invent this rent. The heavy lifting year was done by June Chong, partner at Webber Wentzel, and Graham Flynn, director at Weibo Wenzel in their News 24 opinion piece today. Their analysis highlights how badly these changes could hurt ordinary investors. And it observes more attention than acquired paragraph in Treasuries explanatory memorandum. So let's get to your stocks all started Back off stock lingo CIS mergers used to be tax neutral.

5:25 Treasury wants to change that drive text is paying capital gains tax without cash in hand. Section 42 relief blanket scrapped capital distributions will now be detected. And for the ordinary Opus unit trust, you're the one footing the bill. And that's your stock first started back for today. The stealth tax is creeping.

5:48 Treasury's hungry and justice like be at the end of the bra. It's the ordinary investors will be left holding the empty cooler box and while my jokes may be drier than SARS are sense of humour, Remember this is not financial advice. Please do your own research and speak to a licensed advisor. I'll catch you on Sunday for a Sunday May's Dive episode where we take one stock and do a deep dive into the numbers and look at the reasons why it's made the news in the past week.

The JSE stories worth knowing about, explained like a mate would at the braai. No hot tips, no spam.

Maze Mail

Subscribe to Maze Mail

Listen to The Money Maze