Companies in Malaysia are required to maintain something called “Register of Beneficial Owners”. The register includes details about individuals who ultimately own or control the company.
As a company director, you have to obtain and record information about beneficial owners. And the Company Secretary is responsible for submitting this information to the Companies Commission of Malaysia (or known as “SSM”).
Any changes to the information must be filed to the SSM within 14 days. The Companies Act has been amended and new guidelines have been issued by SSM for this purpose. Directors, members and relevant persons who failed to comply or gave false information could face a heavy penalty and even imprisonment.
Who is a beneficial owner (“BO”)?
A BO must be a natural person who meets one or more of the following criteria:
Criteria A: The person holds directly or indirectly in not less than 20% of the shares of the company.
Criteria B: The person holds directly or indirectly in not less than 20% of the voting shares of the company.
Criteria C: The person has the right to exercise ultimate effective control whether formal or informal over the company or the directors or the management of the company.
Criteria D: The person has the right or power to directly or indirectly appoint or remove a director(s) who holds the majority of the voting rights at the meeting of directors.
Criteria E: The person is a member of the company and, under an agreement with another member of the company, controls alone a majority of the voting rights in the company.
Criteria F: The person has less than 20% of shares or voting shares but exercises significant control or influence over the company.
Please refer to the GUIDELINES FOR THE REPORTING FRAMEWORK FOR BENEFICIAL OWNERSHIP OF COMPANIES issued by SSM for further information.
If you are a client of StanleyCo, our servicing team is ready to assist you with navigating and complying with the complex beneficial ownership requirements.
www.stanleyco.com.my
