The Companies Act has been amended, with the changes coming into effect on 24 January 2025. These amendments introduce new compliance requirements that all companies must adhere to within specific timeframes. Below is a summary of the key changes that will impact businesses.

1. Submission of Annual Financial Statements (AFS)

All companies are now legally required to lodge their Annual Financial Statements (AFS) on the Online Business Registration System (OBRS) within the prescribed seven-month period. This directive was initially issued in 2022 and has now been formalised into law.

• Non-exempt companies must submit their AFS within the required timeframe.
• Exempt private companies will also need to submit AFS, but in a format yet to be prescribed. Further guidance on the required form will be issued in due course.

2. Mandatory Lodgement of Constitutions

A major change under the amendments is the requirement for all companies to lodge a constitution within 12 months from the commencement of the Act, meaning by January 2026.

• The constitution must comply with the standard template provided in the First Schedule of the amendment.
• All constitutions lodged will be subject to review.
• Companies are also required to provide “controller” information, which will be collated and verified.

3. Licensing of Company Secretaries

For companies that engage a company secretary, it is now a requirement that all company secretaries be licensed with CIPA (Companies and Intellectual Property Authority).

• CIPA will issue guidelines outlining the licensing requirements.
• Companies have 24 months from the commencement of the amendment to comply with this requirement.

4. Ultimate Beneficial Ownership (UBO) Disclosure

The Ultimate Beneficial Ownership (UBO) information is now a mandatory part of the company register. This means:

• Companies must disclose their UBO details.
• This information will be publicly available.

5. Administrative Penalties for Non-Compliance

The amendments introduce strict penalties for companies that fail to comply with the new legal requirements. These penalties will apply in cases of:

• Failure to lodge AFS within the stipulated timeframe.
• Non-compliance with the constitution lodgement requirement.
• Failure to provide UBO information.

What This Means for Businesses

These amendments are aimed at enhancing corporate transparency, accountability, and governance. Businesses should review their corporate compliance frameworks to ensure they meet the new legal obligations within the specified deadlines.

Companies are strongly encouraged to consult their legal or company secretarial service providers to ensure they are fully compliant with the updated requirements.

---

Download this article as a PDF infographic here.