||Questions & Answers
||Who should determine the beneficial owner of an entity?
The entity (i.e. a company or limited liability partnership) has the responsibility to determine who its beneficial owners are.
||If a person is unable to determine the date he became a beneficial owner, what date should he state in his response to the entity’s request for beneficial ownership information?
If a person is unable, after taking reasonable steps, during the transitional period to ascertain the date he became a beneficial owner, he can deem that date to be 31 January 2017 (i.e. the date the Companies Act 2016 came into operation) or the date he has reasonable cause to believe he is a beneficial owner, whichever is the later.
|What are the circumstances for a company to submit the beneficial ownership information together with its annual return?
Based on the current Guideline, a company must submit the beneficial ownership information with its annual return if:
- it has a beneficial owner either through a nominee or trustee; and
- the legal owners are not individuals (i.e. corporate shareholders).
If all the legal owners of a company are individuals and they are also the beneficial owners, the Annexure for Particulars of Beneficial Ownership need not be completed and lodged. In this situation, the annual return can be lodged without the Annexure (refer to Scenario 2 of Annexure B of the Guideline).
||Will a subsidiary of an exempted company also be exempted from the beneficial ownership reporting framework?
Each entity is required to maintain beneficial ownership information. An entity will only be exempted if it falls within one of the categories exempted in paragraph 17 of the Guideline.
Unless the subsidiary of an exempted entity is itself an exempted entity, it is not exempted from the beneficial ownership reporting framework. It will in such circumstances declare in its register of beneficial owners that its shareholder is exempted by virtue of the relevant categories in the Guideline.
||Is a company that is in the process of winding-up/ liquidation subjected to the beneficial ownership reporting framework?
Once a company enters a winding-up/liquidation process, it is no longer subjected to the register of beneficial owners.
However, if the winding-up process is stopped or the dissolved company is being reinstated, it will be subjected to the beneficial ownership reporting framework and the beneficial ownership information must be updated.
||Will a company acting as a trustee pursuant to the Trust Companies Act 1949 be subjected to the beneficial ownership reporting framework?
Under the current framework, trustee companies are subjected to the beneficial ownership reporting framework under the Companies Act 2016.
The CCM will issue separate guidelines on legal arrangements specifically for trust companies or trust activities under the Trust Companies Act 1949. Upon such guidelines being issued, trust companies will be subjected to two different guidelines (legal persons and legal arrangements).
||Can an auditor have access to the register of beneficial owners by virtue of his duties to form an opinion on the registers maintained by the company including subsections 266(3), (4), (5) and (12) of the Companies Act 2016?
No, auditors are not required to report on any deficiency, failure or shortcoming in respect of the register of beneficial owners. Therefore an auditor does not need to have access to the register of beneficial owners and its related information for the purposes of his audit.