{Sec Update} Changes to Beneficial Ownership in the Companies (Amendment) Bill 2023

According to Section 2 of the Companies Act 2016, “Beneficial Owner” means the ultimate owner of the shares and does not include a nominee of any description. To strengthen the corporate rehabilitation framework and enhance corporate transparency on the reporting of beneficial ownership of companies, there are some amendments in 8 key areas related to beneficial ownership, in the Companies Amendment Bill 2023. 

1. Definition of Beneficial Owner of a Company?

It is defined as the ultimate owner of the shares and does not include a nominee of any description and a relation to a company, a person is as provided in Section 60A(1).

Section 60A (1) states that a person is a beneficial owner of a company if he/she is a natural person who ultimately owns or controls over a company, which includes a person who exercises ultimate effective control over a company.

2. Guidelines to Identify a Beneficial Owner of a Company

The Registrar of Companies has issued the guidelines for the purpose of identifying beneficial ownership of a company according to Section 60A (2).  

3. Companies are required to record and lodge beneficial owner information with the
    Companies Commission of Malaysia (CCM)

The companies are required to record the beneficial ownership information (name, nationality, place of residence, date of becoming a beneficial owner etc.) in the Company’s register of beneficial owners upon receipt of the reply slip.

This register of beneficial owners must be kept at the registered office or any other place in Malaysia as notified to the Companies Commission of Malaysia (CCM), as stated in Section 60B (2).

In the event of any changes to the particulars in the register of beneficial owners, the company shall lodge the updated information with the CCM.

4. Access to the Beneficial Owner Information 

The Minister has prescribed any person or class of persons who may access the register of beneficial owners or the information, along with the terms and conditions for accessing the register as stated in Section 60B 9(a & b). 

5. Duty of Company to Issue Notices to Obtain Beneficial Owner Information

A company shall send a written notice requiring any member of the company to inform whether the member is a beneficial owner of the company. If the member is not the beneficial owner of the company, the member needs to indicate the person’s particulars who is the beneficial owner of the company, as stated in Section 60C(1)(a).

6. Duty as a beneficial owner of the company to provide information

A person who is a beneficial owner shall notify the company that he/she is a beneficial owner of the company and provide the details according to Section 60D. 

7. Exempted Companies

The Minister may publish in the Gazette an exemption for any class of companies from beneficial ownership reporting, either unconditionally or subject to the terms and conditions as imposed by the Minister. 

8. Penalties

The Company and every officer who contravenes this section may be liable to a fine not exceeding RM20,000.00 and a further fine of RM500 per day during which the offence continues, as stated in Section 60b(6). 

In Summary

The new BO Guidelines under the Companies Amendment Bill 2023 are wider and enforce a reporting on the beneficial ownership of companies. It was tabled for 1st reading in Parliament on 10 October 2023, and was tabled and passed at the 2nd and 3rd reading in Parliament on 28 November 2023. The Bill is tentatively scheduled to be tabled at Dewan Negara in December 2023.

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