Beneficial Ownership Reporting in Malaysia

Most Malaysian companies believe they finished with beneficial ownership in 2024. They logged into e-BOS during the transitional window, named their shareholders, got the acknowledgement, and closed the file.

That was the easy part, and it was a one-off. What Division 8A actually created is a permanent machine with three moving parts — an annual notice you must send, a register you must keep at your registered office, and a lodgement clock that restarts every time anything changes. Most of the compliance failures now sitting in Malaysian company files are not failures to file in 2024. They are failures to keep filing since.

What actually changed on 1 April 2024

The Companies (Amendment) Act 2024 [Act A1701] received royal assent on 24 January 2024 and was gazetted on 2 February 2024. It inserted a new Division 8A — sections 60A to 60E — into the Companies Act 2016, and that Division came into operation on 1 April 2024.

Before this, beneficial ownership reporting in Malaysia ran on the 2020 Guideline for the Reporting Framework for Beneficial Ownership of Legal Persons. That guideline exempted several categories of entity on the basis that they already reported ownership to another regulator. Division 8A swept that structure away.

Three changes matter most:

Before Division 8A	From 1 April 2024
Several exempt categories, including entities reporting to other regulators	No exemption for any class of company
Beneficial ownership captured mainly through the annual return	A standalone register at the registered office, plus continuous lodgement through e-BOS
Guideline-based framework	Statutory duties in ss.60A–60D with offences attached

Section 2 of the Act was also amended so that “beneficial owner”, in relation to a company, now means a person as provided for in s.60A — and in relation to shares, the ultimate owner, expressly excluding a nominee of any description.

Does my company have to do this?

Yes. Paragraph 13 of the SSM Guidelines states plainly that no company is exempted from the application of Division 8A. That covers:

• Every company incorporated under the Companies Act 2016 — private, public, limited by shares or by guarantee
• Every foreign company registered under the Act
• Government-owned and state-owned companies, which declare the relevant office as the beneficial owner
• Companies that report ownership to another regulator, including those previously exempt on that basis

Section 60E does allow the Minister to exempt a class of companies by order published in the Gazette, where those companies are subject to similar requirements under another written law. SSM has confirmed that no such exemption has been given, because no other written law imposes requirements similar to Division 8A.

The only real carve-out is practical rather than legal: SSM has stated that once a company enters winding up or liquidation, it is no longer subject to the framework — but if the winding up stops or the company is reinstated, the duty revives and the information must be brought up to date.

Who is a beneficial owner?

Section 60A defines a beneficial owner as a natural person who ultimately owns or controls a company, and includes a person who exercises ultimate effective control over a company.

Two consequences follow immediately, and both are routinely missed.

A beneficial owner is always a human being. A corporate shareholder can never be named as the beneficial owner. If Sdn Bhd A is wholly owned by Sdn Bhd B, the answer is not “Sdn Bhd B” — you look through B to the individuals behind it.

Owning no shares is not a defence. The Guidelines set out six criteria for a company limited by shares, and an individual is a beneficial owner if they meet one or more of them:

Criteria	Test
A	Holds, directly or indirectly, not less than 20% of the shares
B	Holds, directly or indirectly, not less than 20% of the voting shares
C	Has the right to exercise ultimate effective control, formal or informal, over the company, its directors or its management
D	Has the right or power to appoint or remove directors holding a majority of voting rights at board meetings
E	Is a member who, under an agreement with another member, alone controls a majority of the voting rights
F	Holds less than 20% of shares or voting shares but exercises significant control or influence over the company

Shares here means ordinary shares. For a company limited by guarantee, only criteria C, D and E are assessed.

Criteria F is the limb that catches the person everybody forgets: the founder who transferred shares to family members but whose recommendations the board still follows, the financier whose consent is required in practice for every material decision. The Guidelines are explicit that an individual with ultimate effective control need not hold any shares in the company or hold any position in it.

There is one relief. Paragraph 34 provides that an individual giving advice, recommendations or proposals in a professional capacity is not treated as exercising significant influence or dominant control. Your auditor, lawyer and company secretary are not your beneficial owners by virtue of advising you.

Worked examples of each shape — holding chains, family nominees, trusts and the influence limb — are set out in who is a beneficial owner.

The two clocks nobody separates

This is where most companies are non-compliant without knowing it.

There are two distinct duties with two distinct deadlines, and the second does not start until the first is done:

1. Record in the register. Under s.60C(4), when the company receives information in response to a notice, it must record in the register of beneficial owners — within 14 days from the date the information is received — both the date the notice was issued and the particulars received.
2. Lodge with the Registrar. Under s.60B(3) and (4), the company must lodge a notice of any change to the particulars in the register within 14 days from the date the change is recorded in the register.

Read that second clock carefully. It runs from the date of the register entry, not from the date the information arrived. Do the register entry on day 14 and your lodgement deadline is day 28. Do the register entry on day 2 and your lodgement deadline is day 16.

The revised Guidelines issued on 10 January 2025 made this two-step structure explicit in paragraph 20, where the 1 April 2024 version had compressed it into a single instruction. Any guide written from the 2024 version — which is most of them — states one clock where there are two.

The practical failure mode is not usually late lodgement. It is a company that lodges promptly through e-BOS and never creates the register entry at all, because the secretary treats the e-BOS acknowledgement as the record. That is a breach of s.60C(4) and s.60B(1) sitting behind a perfectly clean e-BOS history.

What the register must contain

Section 60B(1) requires the register to record the full name, addresses, nationality, identification and usual place of residence of each beneficial owner, the date they became one, the date they ceased, and such other information as the Registrar requires.

The Registrar has required a good deal more. The Guidelines list thirteen particulars to be obtained: full name, address of usual place of residence, business address, email address, nationality, date of birth, race, gender, NRIC or passport number, position in the company if any, the type and criteria of beneficial owner, the date of becoming a beneficial owner and the date of cessation.

Where an individual meets more than one criterion, each criterion must be recorded separately. The register must be kept at the registered office, or at another place in Malaysia notified to the Registrar, in Malay or English, in physical or electronic form.

Full detail on the register itself is in keeping the BO register.

The notice machinery under s.60C

You cannot satisfy Division 8A by asking your shareholders informally. The Act gives the company a set of statutory notice powers and the Guidelines make using them compulsory.

Notice	When it is used
s.60C(1)	To any member — are you a beneficial owner, and if not, who is?
s.60C(2)	To a person the company believes is a beneficial owner
s.60C(3)	To anyone the company believes knows who the beneficial owner is
s.60C(5)	To a beneficial owner where the company believes particulars have changed
s.60C(6)	To a beneficial owner where the company believes particulars are wrong

The s.60C(1) notice must be sent to members at least once in each calendar year, tied to the annual return cycle. SSM’s sample notices give the recipient 30 days to reply. Notices and replies may be physical or electronic, and both must be recorded and kept with the register as supporting documents.

The annual return link is now statutory, not just administrative. Sections 4 and 26 of the Companies (Amendment) Act 2024 came into operation on 30 November 2024 by gazette notification P.U.(B) 475/2024. Section 4 amends s.68(3) to require a company’s annual return to include its beneficial ownership information under s.60B(1) and the address at which the register is kept — the new paragraphs 68(3)(ia) and (ib) — and s.26 imposes the equivalent requirement on a foreign company’s annual return through the new paragraphs 576(2)(ha) and (hb). SSM has published the corresponding annual-return BO annexure. Beneficial ownership information is therefore part of the annual return, and no longer sits only in e-BOS and the register.

SSM has also confirmed that information volunteered by a beneficial owner does not discharge the company from sending the notices. A beneficial owner has their own duty under s.60D to notify the company, to report changes, and to report cessation as soon as practicable — but that duty runs in parallel with the company’s, not instead of it.

When the beneficial owner cannot be identified

If the company has taken all reasonable measures and still concludes that it has no beneficial owner, that the beneficial owner cannot be identified, or that it is still in the process of obtaining the information, it must name a natural person holding a senior management position primarily in charge of the management of the company, in place of the beneficial owner.

This is a placeholder, not a resolution. The revised Guidelines added paragraph 47 in January 2025 specifically to say that despite naming senior management, companies must ensure continuous effort is exercised in identifying the beneficial owner. Naming your managing director and closing the file is not compliance.

The full escalation path — how many notices, what evidence to keep, what to do when a shareholder simply refuses — is in when the beneficial owner will not respond.

Newly incorporated companies

A new company has 60 days from the date of appointment of the company secretary to obtain its beneficial ownership information. That 60-day window is inclusive of both 14-day periods — the s.60C(4) register entry and the s.60B(3) lodgement — so a secretary who starts the notice process on day 55 has already made the deadline impossible.

A newly registered foreign company works differently: it must lodge beneficial ownership information at the registration stage under s.562(1)(fa), then record that information in its register within 14 days after registration.

Retention: seven years past the exit

Section 60B(5) requires the company to retain the information of a person who has been recorded as a beneficial owner but subsequently ceases to be one, for seven years from the date of cessation.

That obligation attaches to the supporting documents too — the notices, the replies, the certified identity documents. A shareholder who sold out in 2025 still generates a file the company must hold until 2032.

Who can see the information

Beneficial ownership information is not publicly available. There are two separate stores with slightly different access:

• The company’s register, at the registered office: competent authorities, law enforcement agencies, the beneficial owner themselves and persons they authorise. A beneficial owner may only see their own information. Companies must provide copies on request.
• The Registrar’s registry (RBO), fed by e-BOS: the same categories, plus public bodies carrying out government procurement, and any further persons the Minister prescribes.

The Companies (Access to Register and Information Relating to Beneficial Ownership) Regulations 2025 took effect on 10 January 2025, and SSM opened a counter facility for supplying beneficial ownership information on 28 January 2025 at Menara SSM@Sentral, at a stated charge of RM20.00 per company. Applicants register through the SSM4U portal first and must produce written consent from the beneficial owners, except in the case of competent authorities and enforcement agencies.

Notably, auditors have no right of access. SSM has confirmed that auditors are not required to report on deficiencies in the register of beneficial owners and therefore do not need access to it for audit purposes. If your auditor asks for the BO register, the request has no statutory footing.

What the penalties actually are

Provision	Exposure
s.60B — register, lodgement, retention	Company and every officer: fine up to RM20,000, plus up to RM500 for each day the offence continues after conviction
s.60C(7) — company failing to issue notices or record replies	Offence; no specific penalty stated, so the s.588 general penalty applies
s.60C(8) — person ignoring a notice	Offence, unless the information was already in the company’s possession or the request was frivolous or vexatious
s.60C(9) — false or reckless statement in reply	Offence
s.60D(4) — beneficial owner failing to notify	Offence

Where the Act creates an offence without stating a penalty, s.588(2) supplies one: for an individual, a fine up to RM50,000 or imprisonment up to three years or both; for a body corporate, a fine up to RM50,000.

Note that s.60B(6) reaches “the company and every officer” — directors and the company secretary are personally exposed, not just the company.

The transitional window has closed

This is the single most common stale statement in Malaysian content on this topic. The sequence was:

• 1 April 2024 — Division 8A in force; three-month window to 30 June 2024 announced in PD 9/2024
• 13 May 2024 — Practice Directive 9/2024 issued
• 27 May 2024 — PD 9/2024 revised, extending the window by a further three months to 30 September 2024
• 1 October 2024 — the 14-day clocks apply in full; late lodgement fees and rectification fees are imposed

Many guides still state 30 June 2024 as the cut-off, and several state that enforcement began on 1 July 2024. Both are wrong: the revision of 27 May 2024 moved the line to 30 September 2024. SSM also stated that no further extension would be given, citing Malaysia’s FATF mutual evaluation.

Lodgement itself is free. No fee is imposed for lodging beneficial ownership information or for updating changes to particulars. Late lodgement fees and rectification fees are a different matter, and rectification of information already lodged runs through s.602 and Practice Note 6/2019.

Practice Directive No. 9/2024 (Revised) remains the operative lodgement directive for companies. It has not been superseded: the revised Guidelines of 10 January 2025 and the Companies (Access to Register and Information Relating to Beneficial Ownership) Regulations 2025 sit alongside it rather than in place of it. A separate Practice Note No. 5/2025 governs beneficial ownership lodgement for limited liability partnerships through e-BOS LLP, but that is the LLP framework and does not replace PD 9/2024 for companies.

Common mistakes

• Treating the e-BOS submission as the register. They are separate duties under separate sections. An e-BOS acknowledgement is not a s.60B register.
• Running the lodgement clock from the wrong date. It runs from the register entry under s.60B(4), not from the date the information arrived.
• Naming the corporate shareholder. A body corporate can never be a beneficial owner; you must look through to a natural person.
• Skipping the annual s.60C(1) notice because ownership has not changed. The notice is required at least once a calendar year regardless.
• Assuming a company is exempt because it is dormant, wholly foreign-owned, or regulated elsewhere. Paragraph 13 of the Guidelines admits no exceptions.
• Naming senior management permanently. It is a placeholder, and paragraph 47 of the revised Guidelines requires continuing effort to identify the real beneficial owner.
• Destroying the file when a shareholder exits. Seven years from cessation, under s.60B(5).
• Relying on the 2024 version of the Guidelines. The Guidelines were revised on 10 January 2025 and the entry-point paragraph was rewritten.

What’s next

Start with the identification problem rather than the filing screen: work through the six criteria against your actual ownership chain in who is a beneficial owner, then set up the two clocks properly using keeping the BO register and filing BO information through e-BOS.

If a shareholder will not answer, do not let the file drift — the escalation path and the evidence you need to keep are in when the beneficial owner will not respond.