Revised Guidelines on Beneficial Ownership of Companies and related case studies and illustrations issued on 10 January 2025

Following the introduction of a company beneficial ownership reporting framework in the Companies Act 2016 (‘CA 2016’) on 1 April 2024, the Registrar of the Companies Commission of Malaysia (‘Registrar’) has issued the Guidelines on the Company Beneficial Ownership Reporting Framework (‘Guidelines’) and Case Studies and Illustrations of the Company Beneficial Ownership Reporting Framework (‘Case Studies’) to help companies understand and fully comply with the newly introduced beneficial ownership reporting requirements.

Among other things, the guidelines address the roles and responsibilities of relevant parties with respect to company beneficial ownership information, the access points for company beneficial ownership information, and the ongoing obligation of companies to maintain measures to identify the beneficial owners of the company, criteria for determining a beneficial owner, required information about the beneficial owner, the requirement to provide details of an officer if the entity has no beneficial owner or the beneficial owner cannot be identified, and the entity's obligation to verify beneficial ownership information. The case studies supplement the guidelines with case studies and examples to facilitate understanding of the guidelines.

On 10 January 2025, the Registrar published revised guidelines (‘Revised Guidelines’) and revised case studies (‘Revised Case Studies’) to replace the guidelines and case studies. Apart from editorial changes, the main updates in the revised guidelines and revised case studies are as follows:

Revised Guidelines

Requirement for beneficial owners to notify the company not only of any changes to the beneficial ownership information but also of any information recorded in the beneficial ownership register;
Clarification that the beneficial ownership information must be recorded in the beneficial ownership register and filed with the Registrar within 60 days of the appointment of the company secretary;
A person is considered to be the beneficial owner of a limited liability company if the recommendation he/she makes is followed by the members holding the majority of voting rights in the company or the majority of the board of directors;
The company is obliged to make continuous efforts to identify its beneficial owner if the company has appointed its management instead of the beneficial owner;
Requirement that beneficial ownership information be verified against multiple sources of information;
Requirement for any person with access to beneficial ownership information to report discrepancies in beneficial ownership information to the registry administrator;

Revised case studies;

Removal of non-paid up share capital in case studies and illustrations when determining beneficial ownership;
Inclusion of the managing director or chair of the board as persons who may be considered to control a company;
Additional scenarios in which the management is named instead of the beneficial owner

In summary, the revised guidelines and case studies provide clarity regarding the reporting framework for beneficial ownership of companies in order to enable better compliance by companies.