QUESTION AND ANSWER (Q&A) - BENEFICIAL OWNER DECLARATION

 QUESTION AND ANSWER (Q&A) - BENEFICIAL OWNER DECLARATION

Q1. Can advise on the Beneficial owner above? Does this new term in Sdn. Bhd., seem like the first time seeing this?

A.   Yes, it is the new framework that Suruhanjaya Syarikat Malaysia (SSM) had on March 1, 2020 issued the Guideline for the Reporting Framework for Beneficial Ownership (BO) of Legal Persons (“Guideline”). This Guideline can be downloaded from the SSM’s website at www.ssm.com.my.

As for now, the order given by SSM is to gather all information of Beneficial owner of the company. Once SSM has come up with an official statement with an official date to start report the BO information, we need to report the information that we have collected to SSM.

We wish to draw your attention that a breach of the Guideline could result in SSM taking action under Section 20E of the Companies Commission of Malaysia Act 2001. This Section 20E is used where a person has failed to comply with, among others, any guidelines issued under Section 20C. Such a breach would allow SSM to direct the person to comply, impose an administrative penalty, reprimand the person or direct the person to take the necessary steps to remedy the breach.

More details on this, can refer to the notice and details of BO that we have attached link together in the email.

Q2. Question No.1(a)? Please explain.

If Mr A does not hold the shares on behalf of someone else as trustee/nominee. Then the answer is NO. 

If Mr A hold the shares on behalf of someone else (Mr B), Then the answer is YES. Please provide the details of MR B in paragraph (b).

If the shareholder is a Corporate Shareholder, the company hold the shares on behalf of its own shareholder. Then the answer is YES. Please provide the details of its BO shareholder in paragraph (b). 

Q3.  How to choose between "Type" and "Criteria Of BO"? Please guide.

1) Direct; can be divided into two situations

If Mr A is the shareholder whose name registered with SSM is the true owner of the shares, does not held the shares on behalf of someone else (behind the curtain) as trustee/nominee. He is the direct beneficial owner.

Or

If Mr A is the shareholder whose name registered with SSM is not the true owner of the shares. Provided that he held the shares on behalf of Mr B (name not registered with ssm as member of company) as trustee/nominee. The beneficial owner of the shares held by Mr A, is Mr B. Hence, Mr B is direct beneficial owner.

2) Indirect;

Company A has a corporate shareholder named Company B. Company B’s shareholder is indirect beneficial owner of the shares held by Company B in Company A.

Details of the criteria can refer to the “BO details” that we have attached in the annual return email. Can choose more than one if the criteria deem fit with the shareholders’ position & power in the Company.

Q4.  What is the "Date of becoming BO"?

A. Date of becoming BO is the date where the BO started to hold at least 20% of the shares in the company. If the shareholder is true owner, just leave blank as the secretary knows what’s the date. But if not, the BO behind the shareholder must put the date where he started to hold at least 20% shares of that shareholder shares.

We hope this clarifies. 

Thank you.