Beneficial Ownership Reporting Framework In Malaysia 2024

Beneficial Ownership Reporting Framework In Malaysia 2024

The implementation of the Companies (Amendment) Act 2024 (‘Amendment Act’) serves to strengthen the current Companies Act 2016 (‘Companies Act’) in relation to the corporate governance framework in Malaysia. 

The poignant amendments to the Act revolve around beneficial ownership reporting and aligning its practice with international standards, such as the Financial Action Task Force (FATF) and the Organisation for Economic Co-operation and Development (OCED). Such revisions establish the disclosure and reporting framework for beneficial ownership (‘BO’) in established entities or companies. 

The Amendment Act is to come into practice in 2024 and companies in Malaysia will be required to stay up to date with the Amendment Act to ensure compliance with new legal requirements. Under the revised requirements, all entities are required to identify all beneficial owners according to the BO guidelines provided. 

All companies, including foreign companies, are to submit information on all beneficial owners to the Companies Commission of Malaysia or Suruhanjaya Syarikat Malaysia (‘SSM’) by 30 June 2024. Submissions can be completed via the Electronic Beneficial Ownership System (‘e-BOS’).

Disclosure and verification of beneficial ownership information, including the address of BO Register, is also applicable to all foreign companies. 

The Definition of Beneficial Owner

In the updated Amendment Act, definition of a beneficial owner includes any natural person who exercises ultimate effective control over an entity. 

Such a person may or may not have shareholding interest in the entity. 

Additionally, the BO guideline states that any individual holding less than 20% of shares, but still is exercising considerable control or influence over the company will be considered as a beneficial owner. 

Beneficial Ownership Reporting Framework

Under the revised requirements, all entities including public listed and state-owned entities will be subject to the BO reporting framework. 

Entities may also provide information of a natural person from senior management if they cannot identify a beneficial owner within their entity. Such a person should be holding a senior position in managing the company and has strong influence upon business operations including control over decision making. 

Requirements in tandem with beneficial owners register (‘BO Register’) are as the following: 

  1. BO Register must contain information such as the beneficial owner’s full name, address(s), nationality, identification, place of residence and dates in relation to becoming a BO and the end of their tenure as BO; 
  2. BO Register must be maintained at the entity’s registered office in Malaysia or any designated addresses, notified to the Registrar; 
  3. Changes to register of BO(s) must be notified to the Registrar and is to be submitted within 14 days; 
  4. Entities are to retain records from the end date of tenure of an individual who ceases to be a BO for at least 7 years. 

Entities who do not comply with the Amendment Act constitute an offense, of which individuals who are responsible can be fined up to RM20,000 with an additional daily fine up to RM500 for continuing offense. 

Responsibility of Disclosure and Verification

The Amendment Act requires individuals of any entity to inform the company of their status as a beneficial owner and to provide further information as specified in the Act. BOs are also required to inform the company of any changes in detail listed in the Register, including the cessation date and particulars should the individual no longer identify as a BO of the company. 

Additionally, when a company identifies or believes an individual to be a BO, the company is responsible to provide a written notice to the individual. The company has 14 days from the date whereby information is obtained to record all required information in the BO Register. 

Trust companies holding shares on behalf of individuals will be considered legal owners of the shares and may be required to disclose the BO of the trust company itself. 

How To Submit BO Information to SSM

Firstly, companies are responsible for identifying individuals who are believed to be BOs, and issue a written acknowledgement to the individual. 

Secondly, companies are responsible for verifying and applying the information received to proceed with the next necessary steps. 

Thirdly, companies are responsible for updating BO information(s) in the BO Register and maintain all information for the appropriate time period outlined in the Act.

Fourthly, companies are responsible for providing all required information to the SSM by 30 June 2024. 

Conclusion

Companies are to stay up to date with the Amendment Act and act in compliance to the revised legal requirements. 

Get in touch for further help on the new regulations of beneficial ownership reporting. Quality Oracle has 30 years of experience in company secretary services and we will guarantee your company’s compliance with the updated regulations. 

source credits: pwc, ziclegal

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