Duty and Responsibility of directors, members and company secretary under beneficial ownership

𝐑𝐞𝐬𝐩𝐨𝐧𝐬𝐢𝐛𝐢𝐥𝐢𝐭𝐢𝐞𝐬 𝐨𝐟 𝐭𝐡𝐞 𝐁𝐨𝐚𝐫𝐝, 𝐌𝐞𝐦𝐛𝐞𝐫𝐬, 𝐚𝐧𝐝 𝐂𝐨𝐦𝐩𝐚𝐧𝐲 𝐒𝐞𝐜𝐫𝐞𝐭𝐚𝐫𝐲

There are various roles and responsibilities by these different persons (see paragraph 13 of the guideline):

𝐁𝐨𝐚𝐫𝐝 𝐨𝐟 𝐃𝐢𝐫𝐞𝐜𝐭𝐨𝐫𝐬

The board of directors is ultimately responsible for ensuring that the company has obtained the beneficial ownership information. This is through the issuance of the company notices under section 56(1), (2) or (3) of the CA 2016.

Next, the board is also responsible to ensure that once that information is received, that the information is entered into a separate part of the register of members.

𝐌𝐞𝐦𝐛𝐞𝐫𝐬 𝐨𝐟 𝐭𝐡𝐞 𝐂𝐨𝐦𝐩𝐚𝐧𝐲

First, if a member of the company receives a notice under section 56(1) or (3) of the CA 2016, the member is under an obligation to inform the company whether he is the beneficial owner as defined in the CA 2016 or has met at least one of the identifying criteria in the guideline.

Second, the member must also provide the particulars of the persons for whom the member holds the voting shares or the parties to the agreements or arrangements, as the case may be.

Any Other Person Given Notice under Section 56(2) of the CA 2016

First, this person has to inform the company whether he is the beneficial owner as defined under the CA 2016 or has met at least one of the identifying criteria or as trustee.

Second, this person also has to provide particulars of the persons for whom the person holds the voting shares in his capacity as trustee to the extent that such other persons can be identified.

𝐂𝐨𝐦𝐩𝐚𝐧𝐲 𝐒𝐞𝐜𝐫𝐞𝐭𝐚𝐫𝐲

The company secretary must ensure that the beneficial ownership information is entered and to lodge the beneficial ownership information with SSM.

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Beneficial ownership refers to individuals who invest in, control, or reap gains from an asset, such as a bank account, real estate, company, or trust, but who are not listed publicly as legal owners. SSM said companies which fail to reveal their…

Beneficial ownership refers to individuals who invest in, control, or reap gains from an asset, such as a bank account, real estate, company, or trust, but who are not listed publicly as legal owners.

SSM said companies which fail to reveal their owners are liable to a compound fine of up to RM50,000.

SecKtp KtpBO, Benficial Ownership