Duty to disclose beneficial interest in the company under Section 56 Companies Act 2016
Power of company to require disclosure of beneficial interest in its voting shares
56. (1) Any company may, by notice in writing, require any member of the company within such reasonable time as is specified in the notice—
(a) to inform the company whether the member holds any voting shares in the company as beneficial owner or as trustee; and
(b) if the member holds the voting shares as trustee, so far as it is possible to do so, to indicate the persons for whom the member holds the voting shares by name and by other particulars sufficient to enable those persons to be identified and the nature of their interest.
(2) Where a company is informed that any other person has an interest in any of the voting shares in a company, the company may by notice in writing require that other person within such reasonable time as is specified in the notice—
(b) if the person holds the interest as trustee, so far as it is possible to do so, to indicate the persons for whom the person holds the interest by name and by other particulars sufficient to enable them to be identified and the nature of their interest.
(3) Any company may, by notice in writing, require any member of the company to inform the company, within a reasonable time as is specified in the notice, whether any of the voting rights carried by any voting shares in the company held by the member are the subject of an agreement or arrangement under which another person is entitled to control the member ’s exercise of those rights and, if so, to give particulars of the agreement or arrangement and the parties to the agreement or arrangement.
(4) Whenever a company receives information from a person in accordance with a requirement imposed on such person under this section with respect to shares held by a member of the company,
the company shall be under an obligation to inscribe against the name of that member in a separate part of the register kept by it under section 50—
(5) Section 50 applies in relation to the part of the register referred to in subsection (4) as the provisions apply in relation to the remainder of the register and as if references to subsection 50(1) include references to subsection (4).
(6) The Registrar, a stock exchange or the Securities Commission may, by notice in writing, direct a company to invoke its powers under subsections (1) and (2) and to immediately provide it with the information so obtained.
(7) Subject to subsection (8), any person who—
(a) contravenes a notice under this section; or
(b) in purported compliance with such a notice makes any statement which he knows to be false in a material particular or recklessly makes any statement which is false in a material particular,
commits an offence.
(8) The company and every officer who contravenes the direction of the Registrar, a stock exchange or the Securities Commission commit an offence.
(9) A person shall not be guilty of an offence under paragraph (7)(a) if he proves that the information in question was already in the possession of the company or that the requirement to give it was for any other reason that is frivolous or vexatious.
What is a beneficial owner (BO)?
What is meant by the term Beneficial Owner (BO)?
Beneficial owners are individuals or who ultimately own or control an entity.
It is a person who has absolute power and controls the interests of shares whether or not they have a name in the registration records of the Companies Commission of Malaysia (SSM).
Basically, he is an individual who has the power to determine any administrative matters and also transactions within a group and usually he hides behind the scenes.
It is a duty for every company that has been registered to send information about their Beneficial Ownership to the Companies Commission Malaysia starting on 1st January 2021.
BENEFICIAL OWNERSHIP INFORMATION FOR NEW COMPANY
1. It is necessary to obtain and submit the actual information of the beneficial owner (BO) within 30 days after the appointment of the company secretary is made.
2. Enter information in the “beneficial owner (BO) register form” within 60 days after the latest information on the beneficial owner is obtained.
3. Submit beneficial owner information to the Companies Commission Malaysia within 14 days from the date of entry in the “beneficial owner register form”.
BENEFICIAL OWNERSHIP INFORMATION FOR EXISTING COMPANIES
1. Submit the latest information about changes in company shareholders to the Companies Commission Malaysian within 14 days.
2. Details related to beneficial owners must be registered in the company’s annual return in every calendar year.
The company secretary needs to update the beneficial owner information obtained in the register of beneficial owners kept by the entity.
It is an offense not to send information about the beneficial owner at the prescribed time. The maximum penalty will be RM50,000.
Company Secretary Firm – DM Corporate Holding (M) Sdn Bhd
LIST OF BENEFICIAL OWNERSHIP INFORMATION REQUIRED
Companies are required to obtain the following information relating to the beneficial owner:
(a) Full name;
(b) Address of usual place of residence;
(c) Business address, if any;
(d) Email address, if any;
(e) Nationality;
(f) Date of birth;
(g) Race;
(h) Gender;
(i) NRIC/Passport No.;
(j) Position in the company, if applicable;
(k) Type and criteria of beneficial owner;
(l) Date of becoming a beneficial owner; and
(m) Date of cessation as beneficial owner.
Malaysia Company Secretarial Services – DM Corporate Holding (M) Sdn Bhd – www.registercompany.com.my
