Beneficial Ownership Reporting Framework (Updated 06/01/2021)
Updated: May 5, 2021
All Directors, shareholders, and Company Secretaries should be well versed with the disclosure requirements of any beneficial ownerships (“BO”) in a company.
Effective from 2021 (exact date to be updated by SSM), the Companies Commission of Malaysia (SSM) has made it mandatory for all companies to identify, obtain, register and notify the Registrar of Companies of any BO (refer to ssm.com.my for full guidelines pertaining to BO). We have summarized below, the necessary information and requirements for your easy reference.
A. Companies and Businesses which are required to comply with BO Reporting are as follows: -
(1) Company incorporated under the Companies Act 1965 or 2016
(2) Limited Liability Partnership
(3) Sole-Proprietorships or Partnerships
B. A person is defined as a BO if he meets one of more of the following criteria: -
(1) Directly or Indirectly holds 20% or more of the total shares of the Company.
(2) Has the right to control the company, or the Directors of the Company.
(3) Has the right to appoint or remove a director who holds majority of the voting rights at the Director’s meeting.
(4) Is a member of the Company and, under an agreement with another member of the Company, control alone majority of the voting rights.
C. Entities which are exempted from the BO reporting are as follows: -
(1) Companies which are licensed by the Bank Negara Malaysia under various Acts
(2) Persons regulated under the securities laws
(3) Companies listed in a Stock Exchange; and
(4) Companies whose shares are deposited in the central depository pursuant to the Security Industry (Central Depositories) Act 1991
D. The roles and responsibilities in ensuring the BO are duly identified, obtained and registered falls on the following persons: -
(1) The Board of Directors
(2) Members of the Company
(3) Any person who has been given notice by the Company;
(4) Company Secretary/Agent;
(5) Partners under Partnerships;
(6) Compliance Officer under Limited Liabilities Partnership.
E. Access to BO Register
The register of BO is only accessible by the following parties:-
(a) Competent authorities, law enforcement agencies;
(b) The BO whose name has been entered in the register of BO; and
(c) Any other person authorised by the BO
F. Yearly confirmation and update of BO
The BO is required to be disclosed and updated every year via the submission of the Company’s Annual Return or Annual Declaration.
G. Non-Compliance of BO Reporting (Sec 56, Co. Act 2016)
A person who fails to comply with this notice or provides false or misleading information commits an offence under Section 56(7) of the Co. Act 2016
Should you require further clarifications, please contact any of our secretarial assistants for assistance.
The Company Secretary