Key legislative amendments taking effect from 31 March 2017
The recent amendments to the Companies Act and the Limited Liability Partnerships Act, new requirements will be introduced which will affect companies and limited liability partnerships (LLPs).
(a) Maintain non-public register of controllers and register of nominee directors
To make the beneficial ownership and control of business entities more transparent, all companies, foreign companies and LLPs (unless exempted by legislation) will be required to maintain a register of controllers. Companies will also be required to maintain a register of nominee directors. The registers must be made available to the Registrar and public agencies for inspection upon request. A grace period of 60 days from the date of commencement of the new law will also be provided to existing entities, while new entities will have 30 days to comply from incorporation. It is important to understand the requirements and timelines.
(b) Maintain public register of members for foreign companies
Foreign companies will be required to keep a public register of members. For existing foreign companies, a similar grace period of 60 days would apply. If you are appointed as a foreign company’s registered filing agent (RFA) for the purpose of maintaining its register, you should ensure that the foreign company complies with the requirement to keep a public register of members.
(c) Removal of requirement for companies and LLPs to use the common seals
Please note that this legislative change gives companies the option not to use the common seal. Companies can choose to retain the use of a common seal based on business needs.
Key legislative amendments targeted for implementation in early 2018
(a) Exemption from holding AGMs
Private companies need not hold AGMs if they meet specified safeguards such as sending financial statements (FS) to their members within five (5) months after the financial year end (FYE).
(b) Aligning timelines for AGM and annual returns to FYE
Currently, companies have to ascertain the deadlines for holding AGMs and filing annual returns annually, which may change every year based on a series of criteria. To simplify this process, the deadlines for holding AGMs and filing annual returns will be tied to companies’ FYE. Importantly, the amendments include new laws on how FYE will be determined.
Where Marbury is the RFA of your Company, we will be involved in helping you comply with these requirements to the Registrar and public agencies upon request if needed. Please contact your usual Marbury representative or firstname.lastname@example.org for more information.