When the Beneficial Owner Will Not Respond

A shareholder ignores the notice. The 14-day recording clock is running, the annual return is due, and the company secretary has no name to enter. This is a common problem with almost no published Malaysian guidance outside law-firm alerts — and the wrong instinct is to leave the field blank and wait.

Escalate, and prove that you did

The Guidelines require the company to show proof of its attempts. Where a company is unable to obtain the information, it must demonstrate that at least two notices have been sent to the members concerned, and the records of those attempts must be kept together with the register of beneficial owners.

SSM’s FAQ puts the same rule the other way round: where no response is received after a notice under s.60C has been issued, at least one further attempt must be made to reach the member or any person the company has identified.

Vary the instrument, not just the date. Section 60C gives the company more than one notice:

Notice	Use it when
s.60C(1)	The member has not answered at all
s.60C(2)	You believe a specific person is the beneficial owner
s.60C(3)	You believe someone knows who the beneficial owner is, even if they are not one

If a member replies “not me” without naming anyone, the member has not discharged their obligation: they are required, as far as possible, to indicate persons by name and particulars sufficient to identify them. A s.60C(3) notice to that member, and to anyone else likely to know, is the correct next step.

Notices and replies may be sent physically or electronically. Record the date each was sent and received, and keep both with the register.

Name senior management, then keep going

When reasonable measures have been taken and the company 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 provide the name and particulars of a natural person holding a senior management position who is primarily in charge of the management of the company, in place of the beneficial owner.

More than one person may be named. The particulars required include the position held, the date of appointment to it, and the reason for naming senior management rather than a beneficial owner.

This is a placeholder. The revised Guidelines added paragraph 47 in January 2025 to state that despite senior management being named, companies must ensure continuous effort is exercised in identifying the beneficial owner. Once the information is obtained, the senior management particulars are replaced with those of the beneficial owner.

What the non-responder is exposed to

The obligation is not only the company’s. Under s.60C(8), any person who contravenes a notice under that section commits an offence — unless they prove that the information was already in the company’s possession, or that the requirement to give it was for some other reason frivolous or vexatious.

Under s.60C(9), a person who, in purported compliance with a notice, makes a statement they know to be false, or recklessly makes a false statement, commits an offence. And under s.60D, a beneficial owner has an independent duty to notify the company, to report changes to their particulars, and to report cessation as soon as practicable; contravention is an offence under s.60D(4).

None of these sections state a penalty, so s.588(2) supplies one: for an individual, a fine up to RM50,000 or imprisonment up to three years or both.

SSM’s sample notices make this exposure explicit on their face, citing s.60C(7) and s.593. Adapting the templates is permitted, but keep the statutory warning in — a notice that reads as a polite request produces polite silence.

Common mistakes

• Leaving the field blank rather than naming senior management, on the view that an incomplete filing is safer than an approximate one. It is not.
• Sending one notice and stopping. SSM expects at least two attempts, with records.
• Accepting a bare denial. A member who says they are not the beneficial owner must name who is, as far as they are able.
• Naming senior management permanently and closing the matter.
• Keeping no proof of posting or sending. The file is the defence.
• Dropping the statutory warning from an adapted notice template.

What’s next

Once a name is settled — beneficial owner or interim senior management — the particulars go into the register within 14 days of receipt under keeping the BO register, and the lodgement follows within 14 days of that entry through e-BOS.

If the difficulty is analytical rather than behavioural — the shareholder is cooperating but the structure is opaque — work the criteria through who counts as a beneficial owner.