Registrar of Companies Commission revises Practice Directive No. 7/2021

The Registrar of the Companies Commission of Malaysia (“Registrar”) issued a revised Practice Directive No. 7/2021 on 1 December 2024 (“Revised P.D.”), in place of Practice Directive No. 7/2021 issued on 8 March 2021 (“Original P.D.”).
 
In essence, this practice directive sets out the requirements that have to be complied with by a company in relation to the beneficial ownership information to be lodged with the Registrar together with its Annual Return and any changes or updates to such information.
 
The main changes under the Revised P.D. are as follows: 
  1. Paragraph 2 has been amended to clarify that unless otherwise stated in the Revised P.D., the requirements of Practice Directive 5/2018 (Lodgement of Annual Return and Changes or Updates of Particulars of a Company to be Lodged in the Annual Return) will apply to the lodgement of beneficial ownership information, in addition to the existing requirement to comply with Practice Directive No. 1/2017 (Lodgement Requirements and Related Matters). 

  2. Previously, paragraph 4 required a company to annex a separate list of information on beneficial ownership together with its Annual Return only if it has declared in item (f) of the Annual Return that one or more of its members are holding shares as a nominee or trustee. With the coming into operation of sections 68(3)(ia) and 576(2)(ha) of the Companies Act 2016 on 30 November 20241, paragraph 4 has been amended to require all companies with anniversary dates from 1 December 2024 to submit the annexure of beneficial ownership information with the Annual Return. 

  3. Previously, paragraph 6, inter alia, required all information in relation to beneficial ownership to be submitted through the Malaysian Business Reporting System (MBRS) Portal. This paragraph has been amended to provide that any change or update relating to beneficial ownership information which is required to be lodged with the Registrar before the anniversary date of incorporation date of a locally incorporated company or the anniversary date of the registration date of a foreign company, is to be lodged through the Electronic Beneficial Ownership System (e-BOS) before the Annual Return is lodged. 

  4. Paragraph 7 of the Original P.D. which required all companies to maintain the annexure referred to in paragraph 4 of the Original P.D. which contains the beneficial ownership information at its registered office has been removed from the Revised P.D. 
The revisions in the Revised P.D. align the requirements in the practice directive with the beneficial ownership information reporting framework under the provisions introduced into the Companies Act 2016 pursuant to the Companies (Amendment) Act 20242.
 
Alert by Tham Zhi Jun (Associate) of the Corporate Practice of Skrine.
 

This alert contains general information only. It does not constitute legal advice nor an expression of legal opinion and should not be relied upon as such. For further information, kindly contact skrine@skrine.com.