Suruhanjaya Syarikat Malaysia (SSM)

1109 results found

Obligations to serve notices under Section 60C of Companies Act 2016 for Public Companies

According to requirements in paragraph 21 of the Guidelines, companies must serve the notices under subsections 60C(1), (2), (3), (5) and (6) (whichever is applicable) and are required to send the notice under subsection 60C(1) at least once a year.

Public companies must give notice to:

any of their members holding not less than 20% of shares in the company; and
any member or any person whom they have reasonable ground to believe has ultimate effective control over the companies.

Public companies cannot solely rely on the information received from its beneficial owner without sending out notices as empowered under Section 60C of the Companies Act 2016.

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Note:

1. In the absence of any specific method to send notices under section 60C, a company may choose to send the notices and documents in any manner the company deems practical subject to any relevant requirements in their constitution (if any).

2. Any notices issued under section 60C and the responses received can be in either in physical or electronic form.

3. The information relating to the notices and responses must be recorded in the register of beneficial owners.

4. The company must also ensure proper record keeping on the feedbacks received together with supporting documents as required under Part IV of Section 4 and Part I of Section 5, of the Guidelines.

5. In the event no responses are received by the company after notice under section 60C has been issued, at least one (1) more attempt must be made by the company to reach out to the members or any person identified by the company. The records of the notices sent out must be kept as supporting documents together with the register of beneficial owners.

Public Company

Provisions and enforcement dates relating to beneficial ownership reporting framework under Companies (Amendment) Act 2024 for Companies Limited By Guarantee

The provisions relating to beneficial ownership reporting are found under the new Division 8A and amendments to section 68 of the Companies Act 2016. These provisions will be implemented in two (2) phases.

The new Division 8A will be enforced on 1 April 2024. whilst paragraphs 68(3)(ia) & (ib) and paragraphs 576 (2)(ha) & (hb) will be enforced on a later date to be determined by the Registrar.

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CLBG

Provisions and enforcement dates relating to beneficial ownership reporting framework under Companies (Amendment) Act 2024 for Foreign Companies

The new Division 8A will be enforced on 1 April 2024. whilst paragraphs 68(3)(ia) & (ib) and paragraphs 576 (2)(ha) & (hb) will be enforced on a later date to be determined by the Registrar.

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Foreign Company

Provisions and enforcement dates relating to beneficial ownership reporting framework under Companies (Amendment) Act 2024 for Private Companies

The new Division 8A will be enforced on 1 April 2024. whilst paragraphs 68(3)(ia) & (ib) and paragraphs 576 (2)(ha) & (hb) will be enforced on a later date to be determined by the Registrar.

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Private Company

Provisions and enforcement dates relating to beneficial ownership reporting framework under Companies (Amendment) Act 2024 for Public Companies

The new Division 8A will be enforced on 1 April 2024. whilst paragraphs 68(3)(ia) & (ib) and paragraphs 576 (2)(ha) & (hb) will be enforced on a later date to be determined by the Registrar.

More information :

Public Company

Exemption from beneficial ownership reporting framework for a Public Company in the process of winding up

Once a company enters a winding-up/liquidation process, the company is no longer subjected to the register of beneficial ownership framework.

However, if the winding-up process is stopped, the company will be subjected to the beneficial ownership reporting framework and the beneficial ownership information must be updated.

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Public Company

Exemption from beneficial ownership reporting framework for a Private Company in the process of winding up

Once a company enters a winding-up/liquidation process, the company is no longer subjected to the register of beneficial ownership framework.

However, if the winding-up process is stopped, the company will be subjected to the beneficial ownership reporting framework and the beneficial ownership information must be updated.

More information :

Private Company

Exemption from beneficial ownership reporting framework for a Foreign Company in the process of winding up

Once a company enters a winding-up/liquidation process, the company is no longer subjected to the register of beneficial ownership framework.

However, if the winding-up process is stopped, the company will be subjected to the beneficial ownership reporting framework and the beneficial ownership information must be updated.

More information :

Foreign Company

Exemption from beneficial ownership reporting framework for a Company Limited By Guarantee in the process of winding up

Once a company enters a winding-up/liquidation process, the company is no longer subjected to the register of beneficial ownership framework.

However, if the winding-up process is stopped, the company will be subjected to the beneficial ownership reporting framework and the beneficial ownership information must be updated.

More information :

CLBG

Exemption from beneficial ownership reporting framework for a Company Limited By Guarantee

Currently there are no exemption given to any Companies Limited By Guarantee under section 60E of the Companies Act 2016 as there are no other written law that imposes similar requirements as the new Division 8A. As such, all companies must fully comply with the beneficial ownership reporting framework under the Companies Act 2016.

More information :

CLBG

Exemption from beneficial ownership reporting framework for a Foreign Company

Currently there are no exemption given to any foreign companies under section 60E of the Companies Act 2016 as there are no other written law that imposes similar requirements as the new Division 8A. As such, all companies must fully comply with the beneficial ownership reporting framework under the Companies Act 2016.

More information :

Foreign Company

Exemption from beneficial ownership reporting framework for a Private Company

Currently there are no exemption given to any private companies under section 60E of the Companies Act 2016 as there are no other written law that imposes similar requirements as the new Division 8A. As such, all companies must fully comply with the beneficial ownership reporting framework under the Companies Act 2016.

More information :

Private Company

Exemption from beneficial ownership reporting framework for a Public Company

Currently there are no exemption given to any public companies under section 60E of the Companies Act 2016 as there are no other written law that imposes similar requirements as the new Division 8A. As such, all companies must fully comply with the beneficial ownership reporting framework under the Companies Act 2016.

More information :

Public Company

Criteria of beneficial ownership for a Company Limited By Guarantee

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 :

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;
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; or
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.

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CLBG

Criteria of beneficial ownership for a Foreign Company

Criteria :

Criteria A - Holds directly or indirectly in not less than 20% of the shares of the company;
Criteria B - Holds directly or indirectly in not less than 20% of the voting shares of the company;
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;
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;
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
Criteria F- Has less than 20% of shares or voting shares but exercises significant control or influence over the company.

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Note :

In determining whether an individual is a beneficial owner, the shares to be considered must be ordinary shares.
Criteria A refers to the shareholding of ordinary shares as reflected in the register of members.
Criteria B refers to the voting rights accorded to such ordinary shares which may differ as may be provided in the constitution.
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.

Foreign Company