Criteria of beneficial ownership for a Private Company

​A person is a beneficial owner if he meets 1 or more criteria stated in the Guidelines. For the purposes of the beneficial ownership reporting where the individual meets more than 1 criteria, each criterion must be recorded accordingly. 

Criteria :

1. Criteria A - Holds directly or indirectly in not less than 20% of the shares of the company;
2. Criteria B - Holds directly or indirectly in not less than 20% of the voting shares of the company;
3. Criteria C - Has the right to exercise ultimate effective control whether formal or informal over the company or the directors or the management of the company;
4. Criteria D - 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;
5. Criteria E- 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; or
6. Criteria F- Has less than 20% of shares or voting shares but exercises significant control or influence over the company.

More information :

1. Guidelines for the Reporting Framework for Beneficial Ownership of Companies
2. Case Studies and Illustrations of the Guidelines for the Reporting Framework for Beneficial Ownership of Companies
3. Electronic Beneficial Ownership System ​(e-BOS)​​
4. Companies (Amendment) Act 2024
5. ​Practice Directive No. 9/2024: Lodgement of Beneficial Ownership Information under the Companies Act 2016 Through e-BOS
6. FAQ Beneficial Ownership​​
7. FAQ Companies (Amendment) Act 2024

Note :

1. ​In determining whether an individual is a beneficial owner, the shares to be considered must be ordinary shares. ​
2. Criteria A refers to the shareholding of ordinary shares as reflected in the register of members. 
3. Criteria B refers to the voting rights accorded to such ordinary shares which may differ as may be provided in the constitution.   
4. Under criteria F, even though an individual holds less than 20% shares in a company, he could still be a beneficial owner of the company if he fulfils criteria C, D or E.

Criteria of beneficial ownership for a Public Company

​A person is a beneficial owner if he meets 1 or more criteria stated in the Guidelines. For the purposes of the beneficial ownership reporting where the individual meets more than 1 criteria, each criterion must be recorded accordingly. 

Criteria :

1. Criteria A - Holds directly or indirectly in not less than 20% of the shares of the company;
2. Criteria B - Holds directly or indirectly in not less than 20% of the voting shares of the company;
3. Criteria C - Has the right to exercise ultimate effective control whether formal or informal over the company or the directors or the management of the company;
4. Criteria D - 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;
5. Criteria E- 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; or
6. Criteria F- Has less than 20% of shares or voting shares but exercises significant control or influence over the company.

More information :

1. Guidelines for the Reporting Framework for Beneficial Ownership of Companies
2. Case Studies and Illustrations of the Guidelines for the Reporting Framework for Beneficial Ownership of Companies
3. Electronic Beneficial Ownership System ​(e-BOS)​​
4. Companies (Amendment) Act 2024
5. ​Practice Directive No. 9/2024: Lodgement of Beneficial Ownership Information under the Companies Act 2016 Through e-BOS
6. FAQ Beneficial Ownership​​
7. FAQ Companies (Amendment) Act 2024

Note :

1. ​In determining whether an individual is a beneficial owner, the shares to be considered must be ordinary shares. ​
2. Criteria A refers to the shareholding of ordinary shares as reflected in the register of members. 
3. Criteria B refers to the voting rights accorded to such ordinary shares which may differ as may be provided in the constitution.   
4. Under criteria F, even though an individual holds less than 20% shares in a company, he could still be a beneficial owner of the company if he fulfils criteria C, D or E.

Beneficial owner of a Foreign Company

Beneficial owner is an individual or natural person who:

1. ultimately owns or control a company through shares in the company; or 
2. control by other means.

Therefore, a corporate entity cannot be named as the beneficial owner of a company.

More information :

1. Guidelines for the Reporting Framework for Beneficial Ownership of Companies
2. Case Studies and Illustrations of the Guidelines for the Reporting Framework for Beneficial Ownership of Companies
3. Electronic Beneficial Ownership System ​(e-BOS)​​
4. Companies (Amendment) Act 2024
5. ​Practice Directive No. 9/2024: Lodgement of Beneficial Ownership Information under the Companies Act 2016 Through e-BOS
6. FAQ Beneficial Ownership​​
7. FAQ Companies (Amendment) Act 2024

Note :

1. ​In determining whether an individual is a beneficial owner, the shares to be considered must be ordinary shares. ​
2. It is possible for a company to have more than 1 beneficial owner.

Beneficial owner of a Company Limited By Guarantee

Beneficial owner is an individual or natural person who:

1. ultimately owns or control a company through shares in the company; or 
2. control by other means.

Therefore, a corporate entity cannot be named as the beneficial owner of a company.

More information :

1. Guidelines for the Reporting Framework for Beneficial Ownership of Companies
2. Case Studies and Illustrations of the Guidelines for the Reporting Framework for Beneficial Ownership of Companies
3. Electronic Beneficial Ownership System ​(e-BOS)​​
4. Companies (Amendment) Act 2024
5. ​Practice Directive No. 9/2024: Lodgement of Beneficial Ownership Information under the Companies Act 2016 Through e-BOS
6. FAQ Beneficial Ownership​​
7. FAQ Companies (Amendment) Act 2024

Note :

1. ​In determining whether an individual is a beneficial owner, the shares to be considered must be ordinary shares. ​
2. It is possible for a company to have more than 1 beneficial owner.​

Beneficial owner of a Private Company

Beneficial owner is an individual or natural person who:

1. ultimately owns or control a company through shares in the company; or 
2. control by other means.

Therefore, a corporate entity cannot be named as the beneficial owner of a company.

More information :

1. Guidelines for the Reporting Framework for Beneficial Ownership of Companies
2. Case Studies and Illustrations of the Guidelines for the Reporting Framework for Beneficial Ownership of Companies
3. Electronic Beneficial Ownership System ​(e-BOS)​​
4. Companies (Amendment) Act 2024
5. ​Practice Directive No. 9/2024: Lodgement of Beneficial Ownership Information under the Companies Act 2016 Through e-BOS
6. FAQ Beneficial Ownership​​
7. FAQ Companies (Amendment) Act 2024

Note :

1. ​In determining whether an individual is a beneficial owner, the shares to be considered must be ordinary shares. ​
2. It is possible for a company to have more than 1 beneficial owner.​

Beneficial owner of a Public Company

Beneficial owner is an individual or natural person who:

1. ultimately owns or control a company through shares in the company; or 
2. control by other means.

Therefore, a corporate entity cannot be named as the beneficial owner of a company.

More information :

1. Guidelines for the Reporting Framework for Beneficial Ownership of Companies
2. Case Studies and Illustrations of the Guidelines for the Reporting Framework for Beneficial Ownership of Companies
3. Electronic Beneficial Ownership System ​(e-BOS)​​
4. Companies (Amendment) Act 2024
5. ​Practice Directive No. 9/2024: Lodgement of Beneficial Ownership Information under the Companies Act 2016 Through e-BOS
6. FAQ Beneficial Ownership​​
7. FAQ Companies (Amendment) Act 2024

Note :

1. ​In determining whether an individual is a beneficial owner, the shares to be considered must be ordinary shares. ​
2. It is possible for a company to have more than 1 beneficial owner.​

Application to reinstate struck off company into register for a Private Company

The provision of Section 555(1) of Companies Act 2016 provides that an application to reinstate struck off company into register can be made at any time within seven (7) years after the name of the company has been struck off.

According to Aturan 88, Kaedah 2 Kaedah-Kaedah Mahkamah 2012, the application to reinstate struck off company into register must be initiated by the Plaintiff who files an Originating Summons in Court. This Originating Summons must be supported by an Affidavit of Support explaining the grounds and evidence supporting the application.

More information : 

1. Section 555 Companies Act 2016

2. Guidelines For Application To Reinst​​ate Company Name Under Section 555(1) of the Companies Act 2016 ​

Application under Section 558 of Companies Act 2016 for a Company Limited By Guarantee

Section 556(2) of Companies Act 2016 states the power of the Registrar to act as an representative of a dissolved company either by way of winding up process or a striking off process to carry out any administrative functions, complete or give effect to any dealing, transaction or matter which the company if still existing would be legally or equitably bound to carry out.

Section 557(1) and Section 558(1) of Companies Act 2016 state that any remaining outstanding property of dissolved companies are vested in Registrar and the Registrar may realize or dispose of or deal with the assets as deemed appropriate by the Registrar after considering all the requirements as follows:

1. The company has been dissolved;
2. The company has any remaining outstanding property, movable or immovable, including things in action and whether within or outside Malaysia;
3. The property was not disposed of or dealt with by the company or its liquidator before the dissolution;
4. The property was not vested in any liquidators through court order; and
5. The property is not just held by the company as a trust.

According to Section 557(1) of the Act, any property shall be vested in the Registrar for all the estate and interest, legal or equitable, of the company or its liquidator at the date the company was dissolved, together with all claims, rights and remedies which the company or its liquidator had at that time.

Section 558(2) of Companies Act 2016 states the methods in which the Registrar reserves the right to deal with/dispose of property vested by way of:

1. Public auction;
2. Public tender; or
3. Private contract.

Applicant/Purchaser may make an official application to purchase the property of a dissolved company from the Registrar pursuant to Section 558 of Companies Act 2016.

More information:

1. Guidelines in Respect of Application to Purchase Immovable Property of Dissolved Companies Pursuant to Section 558(2) of the Companies Act 2016
2. Section 558 Companies Act 2016
3. Letter of Indemnity
4. Statutory Declaration

Note: Statutory Declaration and Letter of Indemnity are general in nature which shall be adapted to application facts made by the applicant.

Application under Section 558 of Companies Act 2016 for a Public Company

Section 556(2) of Companies Act 2016 states the power of the Registrar to act as an representative of a dissolved company either by way of winding up process or a striking off process to carry out any administrative functions, complete or give effect to any dealing, transaction or matter which the company if still existing would be legally or equitably bound to carry out.

Section 557(1) and Section 558(1) of Companies Act 2016 state that any remaining outstanding property of dissolved companies are vested in Registrar and the Registrar may realize or dispose of or deal with the assets as deemed appropriate by the Registrar after considering all the requirements as follows:

1. The company has been dissolved;
2. The company has any remaining outstanding property, movable or immovable, including things in action and whether within or outside Malaysia;
3. The property was not disposed of or dealt with by the company or its liquidator before the dissolution;
4. The property was not vested in any liquidators through court order; and
5. The property is not just held by the company as a trust.

According to Section 557(1) of the Act, any property shall be vested in the Registrar for all the estate and interest, legal or equitable, of the company or its liquidator at the date the company was dissolved, together with all claims, rights and remedies which the company or its liquidator had at that time.

Section 558(2) of Companies Act 2016 states the methods in which the Registrar reserves the right to deal with/dispose of property vested by way of:

1. Public auction;
2. Public tender; or
3. Private contract.

Applicant/Purchaser may make an official application to purchase the property of a dissolved company from the Registrar pursuant to Section 558 of Companies Act 2016.

More information:

1. Guidelines in Respect of Application to Purchase Immovable Property of Dissolved Companies Pursuant to Section 558(2) of the Companies Act 2016
2. Section 558 Companies Act 2016
3. Letter of Indemnity
4. Statutory Declaration

Note: Statutory Declaration and Letter of Indemnity are general in nature which shall be adapted to application facts made by the applicant.

Application under Section 557 of Companies Act 2016 for a Company Limited By Guarantee

Section 557 of Companies Act 2016 states any remaining outstanding property of dissolved companies are vested in Registrar and the Registrar may realize or dispose of or deal with the assets as deemed appropriate by the Registrar after considering all the requirements as follows:

1. The company has been dissolved;
2. The company has any remaining outstanding property, movable or immovable, including things in action and whether within or outside Malaysia;
3. The property was not disposed of or dealt with by the company or its liquidator before the dissolution; 
4. The property was not vested in any liquidators through court order; and
5. The property is not just held by the company as a trust.

According to Section 557(1), any property shall be vested in the Registrar for all the estate and interest, legal or equitable, of the company or its liquidator at the date the company was dissolved, together with all claims, rights and remedies which the company or its liquidator had at that time.

Situation 1: Dissolution by way of striking off

The company will need to reinstate its company name to claim tax refund/bank account balances and others via an Application for Reinstatement of Company Name under Section 555(1) of Companies Act 2016.  

Situation 2:  Dissolution by way of winding up

The company will need to obtain a court order declaring the dissolution void under Section 535 of Companies Act 2016. After the company status changed to 'Winding Up', the applicant may liase with the appointed liquidator for the next course of action.

More information:

1. Guidelines For Application To Reinstate Company Name Under Section 555(1) of the Companies Act 2016
2. Section 555 Companies Act 2016
3. Section 535 Companies Act 2016

Application under Section 557 of Companies Act 2016 for a Private Company

Section 557 of Companies Act 2016 states any remaining outstanding property of dissolved companies are vested in Registrar and the Registrar may realize or dispose of or deal with the assets as deemed appropriate by the Registrar after considering all the requirements as follows:

1. The company has been dissolved;
2. The company has any remaining outstanding property, movable or immovable, including things in action and whether within or outside Malaysia;
3. The property was not disposed of or dealt with by the company or its liquidator before the dissolution; 
4. The property was not vested in any liquidators through court order; and
5. The property is not just held by the company as a trust.

According to Section 557(1), any property shall be vested in the Registrar for all the estate and interest, legal or equitable, of the company or its liquidator at the date the company was dissolved, together with all claims, rights and remedies which the company or its liquidator had at that time.

Situation 1: Dissolution by way of striking off

The company will need to reinstate its company name to claim tax refund/bank account balances and others via an Application for Reinstatement of Company Name under Section 555(1) of Companies Act 2016.  

Situation 2:  Dissolution by way of winding up

The company will need to obtain a court order declaring the dissolution void under Section 535 of Companies Act 2016. After the company status changed to 'Winding Up', the applicant may liase with the appointed liquidator for the next course of action.

More information:

1. Guidelines For Application To Reinstate Company Name Under Section 555(1) of the Companies Act 2016
2. Section 555 Companies Act 2016
3. Section 535 Companies Act 2016

Application under Section 556 of Companies Act 2016 for a Company Limited By Guarantee

Section 556 of Companies Act 2016 states the power of the Registrar to act as an representative of a dissolved company either by way of winding up process or a striking off process to carry out any administrative functions, complete or give effect to any dealing, transaction or matter which the company if still existing would be legally or equitably bound to carry out.

Applicant may make an offical application under Section 556 of Companies Act 2016 to:

The Director

Registration Services Division

(Asset Management Unit, Insolvency Section)

Suruhanjaya Syarikat Malaysia

Level 19, Menara SSM@Sentral

No. 7, Jalan Stesen Sentral 5, Kuala Lumpur Sentral

50623 Kuala Lumpur.

More information:

1. Guidelines For Application for the Registrar of Companies to Act As the Representative of Dissolved Company Pursuant To Section 556 of The Companies Act 2016 in Matters Involving Immovable Property
2. Borang 14A Pindahmilik Tanah, Bahagian atau Pajakan
3. Letter of Indemnity
4. Statutory Declaration
5. Section 556 Companies Act 2016

Note: Statutory Declaration and Letter of Indemnity are general in nature which shall be adapted to application facts made by the applicant.

Application under Section 556 of Companies Act 2016 for a Private Company

Section 556 of Companies Act 2016 states the power of the Registrar to act as an representative of a dissolved company either by way of winding up process or a striking off process to carry out any administrative functions, complete or give effect to any dealing, transaction or matter which the company if still existing would be legally or equitably bound to carry out.

Applicant may make an offical application under Section 556 of Companies Act 2016 to:

The Director

Registration Services Division

(Asset Management Unit, Insolvency Section)

Suruhanjaya Syarikat Malaysia

Level 19, Menara SSM@Sentral

No. 7, Jalan Stesen Sentral 5, Kuala Lumpur Sentral

50623 Kuala Lumpur.

More information:

1. Guidelines For Application for the Registrar of Companies to Act As the Representative of Dissolved Company Pursuant To Section 556 of The Companies Act 2016 in Matters Involving Immovable Property
2. Borang 14A Pindahmilik Tanah, Bahagian atau Pajakan
3. Letter of Indemnity
4. Statutory Declaration
5. Section 556 Companies Act 2016

Note: Statutory Declaration and Letter of Indemnity are general in nature which shall be adapted to application facts made by the applicant.

Addressing technical issues of e-BOS- Rectification Application (Payment Error)

The payment approval process takes 3 days from the date of application submitted. Once the payment has been successful, the application status will be changed from 'Draft' to 'Registered/Approved/Reject/Query'.

If the payment approval process exceeds 3 days :

1. Fill in Webform; or
2. Email to enquiry@ssm.com.my.

Information/document required:

1. Screenshot;
2. Company Name;
3. Company Number;
4. Application Draft (pdf); and
5. Payment Receipt.

Addressing technical issues of e-BOS- Rectification Application (Cannot Upload Document)

1. Fill in Webform; or
2. Email to enquiry@ssm.com.my.

Information/document required:

1. Screenshot;
2. Company Name;
3. Company Number; and
4. Application Reference Number.