Keeping the Register of Beneficial Owners (s.60B)

Ask a Malaysian company secretary to produce the register of beneficial owners and a good number will produce an e-BOS submission receipt. That is not the register. It is evidence that a different obligation was performed.

Section 60B creates a record the company keeps itself, at its own premises, with its own supporting file, on its own clock. SSM never sees most of it. Competent authorities and law enforcement agencies do — and they see it on demand.

Where the register lives

Section 60B(2) requires the register of beneficial owners to be kept at the registered office of the company, or at any other place in Malaysia notified to the Registrar. Where the company keeps it elsewhere, the notification is made under s.47(2).

The Companies (Amendment) Act 2024 also inserted paragraph 68(3)(ib), which will require the annual return to state the address at which the register is kept where that is not the registered office.

The register may be kept in physical or electronic form, in Malay or English. Whatever form is chosen, the test SSM applies is functional: competent authorities and law enforcement agencies must be able to access it in a timely manner when required, and the company must be able to supply copies on request.

What goes into it

Section 60B(1) sets the statutory minimum. For each beneficial owner:

• Full name, addresses, nationality, identification and usual place of residence
• The date the person became a beneficial owner
• The date the person ceased to be a beneficial owner
• Such other information as the Registrar may require

“Identification” is defined in s.60B(10): for a person holding an identity card issued under the National Registration Act 1959, the identity card number; otherwise passport particulars or similar available evidence.

The Registrar has required considerably more. The Guidelines list thirteen particulars to be obtained:

	Particular
1	Full name
2	Address of usual place of residence
3	Business address, if any
4	Email address, if any
5	Nationality
6	Date of birth
7	Race
8	Gender
9	NRIC or passport number
10	Position in the company, if applicable
11	Type and criteria of beneficial owner
12	Date of becoming a beneficial owner
13	Date of cessation as beneficial owner

Where an individual meets more than one of the six criteria, each criterion is recorded against them.

Section 60C(4) adds a requirement that is easy to overlook: when information is received in response to a notice, the company records both the date on which the notice requiring the information was issued and the particulars received. A register showing only the answer, with no trace of the question, is incomplete.

Where the company names senior management in place of a beneficial owner, a parallel set of particulars applies, including the position held, the date of appointment to it, and the reason for naming senior management.

The 14-day entry clock

Section 60C(4) requires the entry to be made within 14 days from the date on which the information is received.

This is the first of the two clocks in the framework, and it is the one that gets missed, because nothing external prompts it. The second clock — lodgement with the Registrar within 14 days of the entry under s.60B(3) and (4) — is covered in filing BO information through e-BOS.

	Register duty	Lodgement duty
Section	s.60C(4), s.60B(1)	s.60B(3) and (4)
Where	Company’s registered office	SSM, through e-BOS
Clock starts	Date information is received	Date the entry is recorded
Deadline	14 days	14 days
Fee	None	None; late lodgement fees apply

Doing the second without the first is the most common compliance failure in the whole framework, and it is invisible until someone asks to see the register.

The supporting file

The register does not stand alone. The Guidelines require supporting documents to be kept together with it — the material on which identification and verification were based. That may include certified copies of national identity cards or passports, founding documents, and agreements regulating the power to bind the company.

Every notice issued under s.60C and every reply received forms part of that file, with the date each was sent and each was received recorded. SSM’s position is direct: these documents are the proof that reasonable steps were taken to identify the beneficial owner. If a shareholder never answered, the file is the only thing standing between the company and an allegation that it never tried.

Verification is a distinct duty. The company must verify the identity of the natural person recorded, and verify that the person is in fact a beneficial owner, when an obligation arises to record a name or to record a change of particulars — and as and when the Registrar instructs. The company secretary carries the same verification duty at the point of recording, unless the company has already performed it.

Retention: seven years past cessation

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

The correct handling of an exit is therefore to record the cessation date, not to remove the entry. The supporting documents stay with it.

This aligns the beneficial ownership file with the seven-year retention period for accounting records under s.245 — a useful anchor when setting a records policy, since both clocks run for the same length from different trigger events.

Who may inspect it

The register kept by the company is not open to the public and not open to members. Access belongs to:

• Competent authorities — Bank Negara Malaysia, by virtue of s.3 of the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001
• Law enforcement agencies as defined in s.3 of that Act
• The beneficial owner whose name is recorded, limited to their own information
• Persons authorised by that beneficial owner

Section 60B(9) allows the Minister to prescribe further persons, the manner and conditions of access, and fees for the supply of information. The Registrar’s central registry, fed by e-BOS, has a slightly wider access list that includes public bodies carrying out government procurement.

Auditors are outside all of this. SSM has confirmed that auditors are not required to report on any deficiency in the register of beneficial owners and do not need access to it for audit purposes.

One consequence of getting the register right: s.60B(8) makes it prima facie evidence of the matters entered in it. Kept properly, it is a defensive asset in an ownership dispute. Kept badly, it is evidence against the company.

Common mistakes

• No register at all, because the e-BOS submission was treated as the record.
• Recording the answer but not the notice date, contrary to s.60C(4)(a).
• Deleting a former beneficial owner instead of recording the cessation and retaining for seven years.
• Keeping the register at the secretary’s office without filing the s.47(2) notification.
• Filing the notices and replies separately from the register, so the evidence of reasonable steps cannot be produced with it.
• Recording one criterion where the individual meets several.
• Granting the auditor or a member access on request, when neither has a right of access.

What’s next

With the register in place, the lodgement clock becomes mechanical — see filing BO information through e-BOS. If the identification analysis is still open, work the six criteria through who counts as a beneficial owner.

Where a shareholder will not reply and the register cannot be completed, the evidence you must build is set out in when the beneficial owner will not respond.