COMPANIES (AMENDMENT) ACT 2024

The main purpose of the amendment to amend the Companies Act 2016 (CA 2016) is to improve the existing provisions relating to corporate governance framework, scheme of compromise or arrangement and corporate rescue mechanism. Besides, the amendment also seeks to introduce new provisions relating to the reporting framework and disclosure of beneficial ownership information.

It introduced a new Division 8A into the CA 2016 relating to beneficial ownership of a company. Section 60A seeks to lay down the basic criteria for identifying a beneficial owner of a company. Section 60B seeks to provide for the obligation to keep and maintain a register of beneficial owners of a company and lodge the relevant beneficial ownership information with the Registrar. Only persons or class of persons prescribed by the Minister, including law enforcement agencies and competent authorities, may access the register of beneficial owners of a company and the relevant beneficial ownership information. Section 60C seeks to empower a company to require the disclosure of beneficial owners of the company. The amendment enables the company to obtain information of its beneficial owner or confirm the accuracy of information from any person whom the company knows or has reasonable grounds to believe to be a beneficial owner of the company. Section 60D seeks to provide for the duty of beneficial owner of a company.

With this amendment, beneficial owner of the company has the duty to notify the company when he becomes a beneficial owner of the company and shall notify the company if there are any changes in the information of the company’s beneficial ownership. Section 60E seeks to provide that the Minister may exempt any class of companies from the application of the new Division 8A either unconditionally or subject to such terms as the Minister may impose, if such companies are subject to any requirements under any other written laws similar to this section. This exemption aims to reduce the administrative burden of companies which is already regulated under other written laws and to prevent regulatory overlap.

Section 68 requires a company to lodge with the Registrar the particulars of beneficial ownership of the company in the annual return.

Section 366 (1) seeks to clarify that a company, a creditor or class of creditors of a company, a member or class of members of a company, a liquidator or a judicial manager, may apply to the Court for the approval of a scheme of compromise or arrangement. 

Section 366 (2A) seeks to provide that all meetings held pursuant to an order of the Court under section 366 shall be chaired either by an insolvency practitioner or a person elected by the majority in value of the creditors or members. Section 367 thereof is to clarify the appointment of an insolvency practitioner in relation to a proposed scheme of compromise

or arrangement including his duties, remuneration and the rights of access to all records of the company.

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