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Zambia legislation

Companies (Amendment) Act, 2025

administrative penaltiesadministrative penaltyamendmentamendmentsannual returnsapplication reviewaudit tenurebearer instrumentsbeneficial ownershipbeneficial ownership declarationbeneficial ownership informationbeneficial ownership reportingboard compositionBusiness registrationcompany administrationcompany compliancecompany constitutioncompany deregistrationcompany filingscompany governancecompany incorporationcompany meetingscompany membership requirementscompany recordscompany registercompany registerscompany registrationcompany reportingcompany restorationcompliancecompliance recordscorporate compliancecorporate disclosureCompany lawcorporate recordsdata sharingde-registrationderegistrationdirector informationdirector removaldirectorsdiscrepancy reportingdissolutionentity incorporationfiling requirementsfinancial statementsguarantee companyinformation requestsoffencesownership informationownership reportingpenaltiesprocurement compliancepublic accesspublic interest entitiespublic noticerecord verificationrecords retentionregister maintenanceregistersregistrar dutiesregistrar noticesregistrar notificationsregulatory accessregulatory powersregulatory reportingsanctionsshare capitalshare conversionshare registersshareholder informationshareholder notificationsharesstatutory amendmentstatutory registers

Jurisdiction: Zambia
Structure: 48 provisions
Citation: Act 23 of 2025
Dates: Undated source snapshot

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Purpose and legislative effect

“This amendment adds a requirement for a company limited by guarantee’s articles to state the rights, privileges, restrictions, and conditions for guaranteed amounts, including the directors’ authority over them.”

This amendment adds a requirement for a company limited by guarantee’s articles to state the rights, privileges, restrictions, and conditions for guaranteed amounts, including the directors’ authority over them. The principal Act is amended by inserting a new section immediately after section 11. A person must not operate an entity as a company unless the entity is incorporated under the Act. A company incorporation application must include specified documents and details. The Registrar must reject an entity incorporation application if the applicant fails the Act’s requirements, gives false information, or a proposed shareholder, beneficial owner, secretary, or director is a designated or nationally listed person or entity.

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Section 10 of the principal Act is amended by the

Section 3

Section 83 of the principal Act is amended by the deletion

A company must maintain and update information on its beneficial owners.

Section 12

Section 270 of the principal Act is amended by the deletion

Section 270(3) is replaced so that an annual return must be signed by a director or the secretary and must include beneficial ownership information and the company’s total number of employees.

Section 19

(1) The Registrar shall, in collaboration with a

The Registrar must update beneficial ownership records to find discrepancies, and specified actors must report discrepancies, the company must respond to clarification requests, and the Agency may seek information from suspected beneficial owners.

Section 329B

A person who contravenes any provision of this Act,

If no specific penalty is set elsewhere in the Act, a person who contravenes the Act is liable on conviction to the general penalties stated here.

Section 373

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Showing 48 of 48 provisions

Amendment 22Substitution 10Repeal 8Offence 5

§ 3Section 10 of the principal Act is amended by theAmendment

3. Section 10 of the principal Act is amended by the— (a) insertion of the following new subsection immediately after subsection (3): (4) The articles of a company limited by guarantee shall state the— (a) rights, privileges, restrictions and conditions attaching to the amount guaranteed by a subscriber; and (b) authority given to the directors to determine the guaranteed amount in, the designation of, and the rights, privileges, restrictions and conditions attaching to each guaranteed amount.; and (b) renumbering of subsections (4),(5), (6) and (7) as subsections (5), (6), (7) and (8), respectively.

Section 3Verify source

§ 4The principal Act is amended by the insertion of the followingAmendment

The principal Act is amended by inserting a new section immediately after section 11.

4. The principal Act is amended by the insertion of the following new section immediately after section 11:

Section 4Verify source

§ 11A(1) A person shall not operate an entity as a companyAmendment

A person must not operate an entity as a company unless the entity is incorporated under the Act.

11A. (1) A person shall not operate an entity as a company unless that entity is incorporated in accordance with this Act. Act No. of 2025 Cap. 128 Amendment of section 10 Insertion of section 11A Prohibition of operation of entity as company without incorporation 318 No. 23 of 2025] Companies (Amendment) (2) A person who contravenes subsection (1) commits an offence and is liable, on conviction, to a fine not exceeding two hundred thousand penalty units or to imprisonment for a term not exceeding two years, or to both. Amendment of section 12

Section 11AVerify source

§ 5Section 12 of the principal Act is amended by theSubstitution

A company incorporation application must include specified documents and details.

5. Section 12 of the principal Act is amended by the— (a) deletion of subsection (3) and the substitution therefor of the following: (3) The following documents shall accompany an application for incorporation of a company: (a) a copy of the proposed articles of the company, signed by each subscriber to the application for incorporation, where the company does not adopt the Standard Articles; (b) consent in the prescribed form signed by a person named as a member, director or secretary of the company; and (c) a copy of a— (i) national registration card for each person named as a member, beneficial owner, director or secretary, in the case of a citizen; or (ii) valid passport for each person named as a member, beneficial owner, director or secretary, in the case of a non-citizen.; and (b) deletion of subsection (4) and the substitution therefor of the following: (4) An application for incorporation referred to under subsection (1) shall contain— (a) the name and address of the individual lodging the application; (b) the proposed name of the company; (c) the physical address of the office to be the registered office of the company; (d) the postal address, if available, electronic mail address and phone number of the company; Companies (Amendment) [No. 23 of 2025 319 (e) the type of company to be formed; (f) the particulars of the persons who shall be the first directors of the company, first secretary or joint secretaries of the company; (g) the nature of the company’s proposed business or activity; (h) declaration of compliance made in accordance with section 13; (i) declaration of guarantee by each subscriber, if the company is limited by guarantee; (j) a statement containing accurate, adequate and up-to-date information on beneficial ownership as prescribed, except that this requirement shall not apply to a state owned enterprise; (k) a declaration by the applicant that the particulars stated in accordance with paragraph (j) have been submitted to the Registrar with the knowledge of the beneficial owners referred to under paragraph (j); and (l) the number of expected employees.

Section 5Verify source

§ 6Section 19 of the principal Act is amended by the deletionSubstitution

The Registrar must reject an entity incorporation application if the applicant fails the Act’s requirements, gives false information, or a proposed shareholder, beneficial owner, secretary, or director is a designated or nationally listed person or entity.

6. Section 19 of the principal Act is amended by the deletion of subsection (1) and the substitution therefor of the following: Amendment of section 19 (1) The Registrar shall reject an application for incorporation of an entity where— (a) an applicant does not meet the requirements of this Act; (b) an applicant submits false information in the application for incorporation; or (c) a proposed shareholder, beneficial owner, secretary or director is a designated or nationally listed person or entity. 320 No. 23 of 2025] Companies (Amendment) Amendment of section 21

Section 6Verify source

§ 7Section 21 of the principal Act is amendedSubstitution

Section 21 is amended to change the required company record entry and to add “designating number” after “name” in subsection (2)(b)(i).

7. Section 21 of the principal Act is amended— (a) in subsection (1), by the deletion of paragraph (a) and the substitution therefor of the following: (a) chronological record of any particulars in relation to the company as required under this Act, and of any other particulars as may be prescribed; and (b) in subsection (2)(b)(i),by the insertion of the words “and designating number” immediately after the word “name”. Insertion of section 21A

Section 7Verify source

§ 8The principal Act is amended by the insertion of the followingAmendment

A new section on periodic review and verification of records in the Register of Companies and Beneficial Owners is inserted after section 21.

8. The principal Act is amended by the insertion of the following new section immediately after section 21: Periodic review and verification of record of particulars, documents and information in Register of Companies and Beneficial Owners

Section 8Verify source

§ 21A(1) The Registrar shallAmendment

The Registrar must review and verify company and beneficial ownership records, direct companies to update them, and take prescribed measures to keep them accurate and up to date.

21A. (1) The Registrar shall— (a) conduct a periodical review and verification of the— (i) record of particulars and record of documents entered in the Register of Companies; and (ii) information entered in the Register of Beneficial Owners; (b) direct a company to update its record of particulars, documents and information referred to under paragraph (a), in a prescribed manner and form, for purposes of ensuring that the record of particulars, documents and information is adequate, accurate and up-to-date; and (c) take prescribed measures, to ensure that the basic and beneficial ownership information in the Register of Companies and the Register of Beneficial Owners is adequate, accurate and up- to-date. (2) A company shall, within thirty days of receipt of the directive referred to under subsection (1)(b), comply with the directive. (3) A company that contravenes subsection (1)(b) is liable to pay to the Agency an administrative penalty not exceeding five hundred thousand penalty units. Companies (Amendment) [No. 23 of 2025 321 (4) The Registrar shall, in addition to the penalty specified under subsection (3), within seven days of expiry of the period specified under subsection(2)— (a) insert a note in the Register of Companies and Register of Beneficial Owners stating that the record of particulars, documents or information entered by the company under subsection (1)(b) is not adequate, accurate or up-to-date; and (b) de-register the company in accordance with section

Section 21AVerify source

§ 9Section 30 of the principal Act is amended by the deletionSubstitution

Section 30 is amended so companies must keep specified registers and records, including beneficial ownership information, and failure to do so can trigger fines and daily administrative penalties.

9. Section 30 of the principal Act is amended by the deletion of— Amendment of section 30 (a) subsection (1)(b) and the substitution therefor of the following: (b) a register of — (i) members indicating— (A) in the case of a registered member who is a nominee, the details of the nominator on whose instructions the nominee is acting; and (B) separately for each class of shares, the number of shares held by each member, including a nominee shareholder, residing in, or outside, the Republic; (ii) beneficial owners, containing accurate, adequate and up-to-date information on beneficial ownership as prescribed; (iii) debenture holders; and (iv) any other security holders; (b) subsection (5) and the substitution therefor of the following new subsections: (5) If a company fails to maintain a document — (a) in accordance with this section, except for a document referred to in subsection (1) (b) (ii), the company and every officer of the company in default commit an offence and are liable, on conviction, to a fine not exceeding one hundred thousand penalty units; or 322 No. 23 of 2025] Companies (Amendment) (b) referred to in subsection (1) (b) (ii), the company and every officer of the company in default commit an offence and are liable, on conviction, to a fine not exceeding five million penalty units. (6) A company that fails to maintain a document — (a) in accordance with this section, except for a document referred to in subsection (1) (b) (ii), shall in addition to the penalty specified under subscetion (5) (a), be liable tp psy the Agency an administrative penalty of five thousand penalty units for each day that the contravention continues; or (b) referred to in subscetion (1) (b) (ii), shall in addition to the penalty specified under subsection (5) (b), be laible to pay the Agency an administrative penalty not exceeding five million penalty units. Amendment of section 31

Section 9Verify source

§ 10Section 31 of the principal Act is amendedRepeal

This provision amends section 31 of the principal Act by adding “particulars of a nominee and the nominator” and renumbering later paragraphs.

10. Section 31 of the principal Act is amended— (a) in subsection (2), by the insertion of the following new paragraph immediately after paragraph (d): (e) particulars of a nominee and the nominator;; and (b) by the renumbering of paragraphs (e) and (f) as paragraphs (f) and (g), respectively. Repeal and replacement of section 64

Section 10Verify source

§ 11The principal Act is amended by the repeal of section 64Repeal

This section repeals section 64 of the principal Act and replaces it with new text titled “Meeting by directive of Registrar.”

11. The principal Act is amended by the repeal of section 64 and the substitution therefor of the following: Meeting by directive of Registrar

Section 11Verify source

§ 64(1) The Registrar may, where it is impracticable toAmendment

If it is impracticable to hold a company meeting as required, the Registrar may, on application by a director or voting member, direct how the meeting is to be convened, held, or conducted, and may issue related directions.

64. (1) The Registrar may, where it is impracticable to convene a meeting of a company in accordance with this Act and the articles, on the application of a director or a member entitled to vote at the meeting— (a) direct a meeting of the company to be convened, held or conducted in a manner as the Registrar may determine; or (b) give authority or consequential directions which the Registrar considers expedient, including a direction that one member shall make resolutions relating to the matters for that meeting which resolutions shall be deemed to be resolutions of the company. Companies (Amendment) [No. 23 of 2025 323 (2) A meeting convened, held or conducted in accordance with subsection (1) shall, for all purposes, be considered to be a meeting of the company duly convened, held or conducted.

Section 64Verify source

§ 12Section 83 of the principal Act is amended by the deletionSubstitution

A company must maintain and update information on its beneficial owners.

12. Section 83 of the principal Act is amended by the deletion of paragraph (d) and the substitution therefor of the following: Amendment of section 83 (d) ensuring that the company maintains and updates information on the beneficial owners of the company;.

Section 12Verify source

§ 13The principal Act is amended by the repeal of section 90Repeal

This section repeals section 90 of the principal Act and replaces it with new text.

13. The principal Act is amended by the repeal of section 90 and the substitution therefor of the following:

Section 13Verify source

§ 90Section 90Offence

A company that carries on business with too few directors for more than 90 days can face a daily administrative penalty.

90. If a company carries on business with less than the minimum number of directors specified under section 85(2) for a period of— (a) more than ninety days, the company is liable to pay the Agency an administrative penalty of four hundred penalty units for each day that the contravention continues; or (b) one year, be de-registered in accordance with section

Section 90Verify source

§ 317Section 317Repeal

This section repeals and replaces section 90 about the number of directors falling below the minimum number.

317. Repeal and replacement of section 90 Number of directors falling below minimum number

Section 317Verify source

§ 14Section 123 of the principal Act is amended by theSubstitution

The section changes the beneficial ownership declaration rule and adds offences, fines, imprisonment, and an administrative penalty for non-compliance.

14. Section 123 of the principal Act is amended by the— (a) deletion of the marginal note and the substitution therefor Amendment of section 123 of the following: Declaration of beneficial ownership interest in company (b) deletion of subsection (2)(a) and the substitution therefor of the following: (a) the nature of the beneficial ownership interest held or control exercised;; (c) deletion of subsection (5) and the substitution therefor of the following: (5) A person referred to in subsection (1) who fails to make a declaration in accordance with this section commits an offence and is liable, on conviction, in the case of a— (a) natural person, to a fine not exceeding five hundred thousand penalty units or to imprisonment for a term not exceeding five years, or to both; or (b) legal person, to a fine not exceeding three million penalty units.; 324 No. 23 of 2025] Companies (Amendment) Insertion of section 124A Company to cooperate with competent authority or reporting entity (d) deletion of subsection (7) and the substitution therefor of the following: (7) If a company fails to comply with subsection (6), the company and every officer of the company in default, commits an offence and is liable, on conviction, to a fine not exceeding five hundred thousand penalty units or to imprisonment for a term not exceeding five years, or to both.; (e) insertion of the following new subsection immediately after subsection (7): (8) A company shall, in addition to the penalty specified under subsection (7), be liable to pay the Agency an administrative penalty not exceeding ten percent of the company’s annual turnover.; and (f) by the renumbering of subsections (8) and (9) as subsections (9) and (10), respectively.

Section 14Verify source

§ 15(1) The principal Act is amended by the insertion of theAmendment

The principal Act is amended by inserting a new section immediately after section 124.

15. (1) The principal Act is amended by the insertion of the following new section immediately after section 124:

Section 15Verify source

§ 124A(1) A company shallAmendment

Companies must cooperate on beneficial ownership information, provide accurate and up-to-date details, and notify reporting entities of changes within 14 days.

124A. (1) A company shall— (a) cooperate with a competent authority to the fullest extent possible in determining the beneficial owner, including making the information available to a competent authority in a timely manner; or (b)cooperate with a reporting entity to provide adequate, accurate and up-to-date information on the company’s beneficial ownership information in a timely manner; and (c) provide adequate, accurate and up-to-date beneficial ownership information when establishing a business relationship or executing an occasional transaction with a reporting entity. (2) A company shall, where the beneficial ownership information provided under subsection(1)(c) changes, notify a reporting entity within fourteen days from the date the change occurs. (3) A company or an officer of the company that fails to comply with this section commits an offence and is liable, on conviction— (a) in the case of an officer of the company, to a fine not exceeding five hundred thousand penalty units or to imprisonment for a period not exceeding five years, or to both; or (b) in the case of a company, to a fine not exceeding three million penalty units. Companies (Amendment) [No. 23 of 2025 325 (4) An officer of the company who fails to comply with this section, is liable, in addition to the penalty specified under subsection (3), to pay the Agency an administrative penalty not exceeding two hundred thousand penalty units.

Section 124AVerify source

§ 16Section 139 of the principal Act is amendedAmendment

Section 139 is amended so that a company carrying on business below the prescribed share capital may face a daily administrative penalty after more than 90 days, and may be de-registered after two consecutive years.

16. Section 139 of the principal Act is amended— (a) in subsection (2), by the insertion of the words “ as prescribed” immediately after the word “amount”.; and (b) by the insertion of the following subsection immediately after subsection (2): (3) If a company carries on business with less than the prescribed share capital for a period of— Amendment of section 139 (a) more than ninety days, the company is liable to pay the Agency an administrative penalty not exceeding four hundred penalty units for each day that the contravention continues; or (b) two consecutive years, be de-registered in accordance with section 317. Insertion of sections 142A and 142B Prohibition of issuance of bearer share or bearer share warrant

Section 16Verify source

§ 17The principal Act is amended by the insertion of theAmendment

The principal Act is amended by inserting new sections immediately after section 142.

17. The principal Act is amended by the insertion of the following new sections immediately after section 142:

Section 17Verify source

§ 142A(1) Despite section 142, a company shall not issueOffence

A company must not issue a bearer share or bearer share warrant.

142A. (1) Despite section 142, a company shall not issue a bearer share or bearer share warrant. (2) A company or an officer of the company who contravenes subsection (1) commits an offence and is liable, on conviction— (a) in the case of an officer of the company, to a fine not exceeding five hundred thousand penalty units or to imprisonment for a term not exceeding five years, or to both; or (b) in the case of a company, to a fine not exceeding three million penalty units.

Section 142AVerify source

§ 142B(1) This section shall come into operation on 30thCommencement

Bearer share holders must notify the company in writing within six months of commencement; the company must convert notified bearer shares or warrants and file a conversion notice with the Registrar; bearer shares cannot be issued after 30 December 2025, and related rights cannot be exercised unless converted.

142B. (1) This section shall come into operation on 30th December, 2025. Commence- ment of section (2) A holder of a bearer share or bearer share warrant issued under the Act shall, within six months from the commencement of this provision, notify the company, in writing, about the bearer share or bearer share warrant. 326 No. 23 of 2025] Companies (Amendment) (3) The company shall, on receipt of the written notification under subsection (2), convert the bearer share or bearer share warrant into any of the shares issued under this Act and record in the register of members— (a) the identity of the holder of the bearer share or bearer share warrant; and (b) the rights attached to the converted share. (4) The company shall, on conversion of the bearer share or bearer share warrant under subsection (3), lodge with the Registrar a notice of conversion in the prescribed manner and form. (5) The notice of conversion referred to in subsection (4) shall contain accurate, adequate and up-to-date information. (6) A person shall not exercise any right attached to the bearer share or bearer share warrant, unless the bearer share or bearer share warrant is converted into a share issued under section 142. (7) On expiry of the period specified in subsection (2), a bearer share or bearer share warrant that has not been converted into a share issued under this Act shall become void. (8) A person shall not issue a bearer share or bearer share warrant after 30th December, 2025. Amendment of section 257

Section 142BVerify source

§ 18Section 257 of the principal Act is amended by theSubstitution

An individual may not serve as auditor in the same public interest entity for more than seven consecutive years, and must wait before returning to auditor functions.

18. Section 257 of the principal Act is amended by the— (a) deletion of subsection (3) and the substitution therefor of the following: (3) An individual shall not be engaged as an auditor in the same public interest entity for a period of more than seven consecutive years in any of the following roles: (a) as the partner responsible for signing an audit report; (b) as an individual appointed to perform the audit quality review; or (c) as an individual involved in any other key audit role.;and Companies (Amendment) [No. 23 of 2025 327 (b) by the insertion of the following new subsections immediately after subsection (3)— (4) An individual referred to under subsection (3) shall, at the expiration of seven years, only be eligible to perform the functions of an auditor after the expiration of the following periods: (a) in the case of a partner responsible for signing the audit report, five years; (b) in the case of an individual appointed to perform the audit quality review, three years; or (c) in the case of an individual involved in any other key audit role, two years. (5) Subsections (3) and (4) shall not apply to a firm.

Section 18Verify source

§ 19Section 270 of the principal Act is amended by the deletionSubstitution

Section 270(3) is replaced so that an annual return must be signed by a director or the secretary and must include beneficial ownership information and the company’s total number of employees.

19. Section 270 of the principal Act is amended by the deletion of subsection (3) and the substitution therefor of the following: Amendment of section 270 (3) An annual return shall be signed by a director or the secretary and shall include the following information: (a) adequate, accurate and up-to-date information on beneficial owners; and (b) the total number of employees of the company.

Section 19Verify source

§ 20The principal Act is amended by the repeal of section 273Repeal

This section amends the principal Act by repealing section 273 and replacing it with new text.

20. The principal Act is amended by the repeal of section 273 and the substitution therefor of the following:

Section 20Verify source

§ 273(1) A company shall lodge with the Registrar, togetherRepeal

A company must lodge specified documents with the Registrar together with its annual return.

273. (1) A company shall lodge with the Registrar, together with the annual return, in the case of— (a) a public company— (i) a certified copy of— (A) current financial statement; and (B) outstanding financial statement, where applicable; (ii) statement of comprehensive income; (iii) group accounts, where applicable; and (iv) directors’ report and auditors’ report sent to members and debenture holders; or (b) a private company, financial statements. Repeal and replacement of section 273 D o c u m e n t s lodged with annual return of company 328 No. 23 of 2025] Companies (Amendment) Amendment of section 299 Amendment of section 317 Cap. 431

Section 273Verify source

§ 21Section 299 of the principal Act is amendedAmendment

This section amends Section 299 to add a new paragraph about information on shareholders and directors, including their country of origin, and renumbers later paragraphs.

21. Section 299 of the principal Act is amended— (a) in subsection (2), by the insertion of the following new paragraph immediately after paragraph (e): (f) information of shareholders and directors and their country of origin;; and (b) by the renumbering of paragraphs (f), (g) and (h) as paragraphs (g), (h) and (i), respectively.

Section 21Verify source

§ 22Section 317 of the principal Act is amended by the deletionSubstitution

The Registrar may deregister a company on listed grounds, must publish notice of the deregistration, and the deregistration takes effect when that notice is published.

22. Section 317 of the principal Act is amended by the deletion of— (a) subsection (1) and the substitution therefor of the following: (1) Despite the Corporate Insolvency Act, but subject to this Act, the Registrar may de-register a company on the grounds that the— (a) company has not filed annual returns for two consecutive years; (b) court has issued an order that the company be de-registered; (c) Registrar has reasonable cause to believe that a company is a dormant company; (d) company has applied for de-registration for reason that it is a dormant company; (e) company operates with less than the prescribed minimum number of members for one year; (f) company operates with less than the minimum number of directors specified under this Act for one year; (g) company operates below the prescribed minimum share capital or guaranteed amount for two consecutive years; (h) company has failed to maintain a document referred to in scetion 30 (1) (b) (ii) for a period of one year; (i) shareholder, director or beneficial owner has become a designated or nationally listed person and the company fails to comply with section 330A (1) or (4) within fourteen days of being made aware of that status; or (j) shareholder, director or beneficial owner of the company is a designated or nationally listed person or entity.; Companies (Amendment) [No. 23 of 2025 329 (b) subsection (7) and the substitution therefor of the following: (7) The Registrar shall, on the de-registration of a company, in accordance with this section— (a) publish a notice of the de-registration, in the Gazette, on the Agency’s official website or in a daily newspaper of general circulation in the Republic; and (b) take any additional steps necessary to inform the public of the de-registration of the company.; and (c) subsection (9) and the substitution therefor of the following: (9) The de-registration of a company in accordance with this section is effective from the date of the publication of the notice referred to under subsection (7)(a).

Section 22Verify source

§ 23Section 318 of the principal Act is amended by theSubstitution

The Registrar must publish a notice of a request to de-register a company, keep the notice valid for 90 days, and then de-register the company and issue a certificate unless cause to the contrary is shown.

23. Section 318 of the principal Act is amended by the— (a) deletion of subsections (3), (4) and (5) and the substitution therefor of the following: Amendment of section 318 (3) The Registrar shall cause to be published a notice of request to de-register a company in the Gazette, on the Agency’s official website or in a daily newspaper of general circulation in the Republic. (4) The notice referred to under subsection (3) shall remain valid for ninety days. (5) The Registrar shall, unless cause to the contrary is shown, after the expiration of ninety days from the publication of the notice referred to under subsection (3), de-register the company and issue a certificate of de-registration.

Section 23Verify source

§ 24The principal Act is amended by the insertion of theAmendment

This provision amends the principal Act by inserting a new section after section 318.

24. The principal Act is amended by the insertion of the following new section immediately after section 318:

Section 24Verify source

§ 318A(1) A former director or former member of aAmendment

Certain former directors or former members may apply to the Registrar to restore a de-registered company, but the application must be made within 10 years and meet stated conditions.

318A. (1) A former director or former member of a company that was de-registered in accordance with sections 317 or 318 may apply to the Registrar to restore the de- registered company to the Register of Companies in the prescribed manner and form on payment of a prescribed fee. Insertion of 318A Restoration of de-registered company by Registrar 330 No. 23 of 2025] Companies (Amendment) (2) The application referred to under subsection (1) shall be made within ten years from the date of de-registration of the company. (3) The Registrar shall not restore a company to the Register of Companies unless the person making the application for restoration can demonstrate that— (a) the company was not de-registered on account of the ground specified under section 317(1)(d); (b) the company was not dissolved and there are no proceedings for dissolution of the company pending under the Corporate Insolvency Act; (c) the application for restoration is accompanied by basic and beneficial ownership information which is accurate, adequate and up-to-date; and (d) the company has, where the de-registration was due to non-compliance, taken steps to ensure compliance with the relevant provisions of the Act. Cap. 431 Cap. 431 (4) The Corporate Insolvency Act, shall apply where no application for restoration is made pursuant to this section within the period referred to in subsection (2). Amendment of section 326

Section 318AVerify source

§ 25Section 326 of the principal Act is amended by the insertionAmendment

The public may access basic and beneficial ownership information when a legitimate interest exists, as may be prescribed.

25. Section 326 of the principal Act is amended by the insertion of the following new subsection immediately after subsection(2): (3) Despite subsection (1), access to basic and beneficial ownership information shall be open to the public, where a legitimate interest exists as may be prescribed.

Section 25Verify source

§ 26The principal Act is amended by the insertion of theAmendment

This provision amends the principal Act by inserting new sections after section 329.

26. The principal Act is amended by the insertion of the following new sections immediately after section 329:

Section 26Verify source

§ 329A(1) The Registrar shall rapidly, constructively andAmendment

The Registrar must cooperate on international exchanges about basic and beneficial ownership information and report assistance quality to the Attorney-General.

329A. (1) The Registrar shall rapidly, constructively and effectively cooperate and coordinate with the Financial Intelligence Centre, a law enforcement agency, foreign counterpart and competent authority to provide international cooperation in relation to basic and beneficial ownership information as prescribed. Insertion of sections 329A and 329B International cooperation by Agency and competent authority Companies (Amendment) [No. 23 of 2025 331 (2) The Registrar shall, for purposes of international cooperation referred to under subsection (1)— (a) not place undue restrictive conditions on the exchange of information or assistance; (b) facilitate access by a foreign competent authority to basic and beneficial ownership information held by the Agency; (c) exchange information on shareholders; or (d) using the Registrar’s powers, obtain beneficial ownership information on behalf of a foreign counterpart. (3) The Registrar shall report to the Attorney-General on the quality of assistance received from other countries in response to requests for basic and beneficial ownership information or requests for assistance in locating beneficial owners residing abroad. (4) The Attorney-General shall, on receipt of the report referred to under subsection (3), communicate the feedback to a foreign counterpart on the quality of assistance received.

Section 329AVerify source

§ 329B(1) The Registrar shall, in collaboration with aAmendment

329B. (1) The Registrar shall, in collaboration with a competent authority, reporting entity, law enforcement agency or the Financial Intelligence Centre, update the Register of Beneficial Owners and the beneficial ownership information to identify any discrepancies in the Register of Beneficial Owners and beneficial ownership information. (2) Where a competent authority, reporting entity, law enforcement agency or the Financial Intelligence Centre reasonably believes that there is a discrepancy between the information in the Register of Beneficial Owners and the beneficial ownership information available to that competent authority, reporting entity, law enforcement agency or the Financial Intelligence Centre, that competent authority, reporting entity, law enforcement agency or the Financial Intelligence Centre shall, within fifteen days of identifying the discrepancy, report the discrepancy to the Agency, in writing, setting out the particulars of the discrepancy. (3) The Agency shall, on receipt of the report under subsection (2), request for clarification from the company, in writing, within a period as the Registrar may specify. Discrepancy reporting 332 No. 23 of 2025] Companies (Amendment) (4) The company shall, on receipt of the request under subsection (3), within a period specified in the request, provide the Agency with the response stating, where applicable, the amended particulars to be included in the Register of Beneficial Owners for purposes of rectifying the discrepancy and updating the Register of Beneficial Owners. (5) The Agency may request a person that the Agency knows or has reasonable grounds to believe is a beneficial owner of the company which is the subject of a discrepancy report and require that person to— (a) state whether the person is a beneficial owner of the company; and (b) where applicable, disclose information on that person’s identity within a period that the Agency may specify in the request. (6) A person that fails to comply with a request from the Agency issued under this section shall be liable to pay the Agency an administrative penalty not exceeding one thousand penalty units for each day that the company continues to be non-compliant. Insertion of section 334A

Section 329BVerify source

§ 27The principal Act is amended by the insertion of theAmendment

This section amends the principal Act by inserting a new section after section 334 titled “Number of members falling below prescribed minimum.”

27. The principal Act is amended by the insertion of the following new section immediately after section 334: Number of members falling below prescribed minimum

Section 27Verify source

§ 334A(1) A company that carries on business withOffence

A company with fewer than the prescribed minimum number of members for more than 90 days can face a daily administrative penalty, and if the condition lasts a year it may be de-registered.

334A. (1) A company that carries on business with less than the prescribed minimum number of members for— (a) more than ninety days is liable— (i) to pay the Agency an administrative penalty of four hundred penalty units for each day the contravention continues; or (ii) with each director, for the payment of all the debts and liabilities of the company incurred after the expiry of the ninety days; or (b) a period of one year, be de-registered in accordance with section 317. Insertion of section 347A

Section 334AVerify source

§ 28The principal Act is amended by the insertion of theAmendment

This provision inserts a new section after section 347 about removing a designated or nationally listed person or entity as a company director, member, or similar role.

28. The principal Act is amended by the insertion of the following new section immediately after section 347: Companies (Amendment) [No. 23 of 2025 333 Removal of designated or nationally listed person or entity as director, member etc from company

Section 28Verify source

§ 347A(1) Despite the other provisions of this Act, aOffence

Companies must remove and report designated or nationally listed members, directors, or beneficial owners, and the Registrar must notify the National Anti-Terrorism Centre and may direct removal.

347A. (1) Despite the other provisions of this Act, a company shall, where that company becomes aware that a member, director or beneficial owner is a designated or nationally listed person or entity— (a) remove the member, director or beneficial owner as prescribed; and (b) notify the Registrar of the removal under paragraph (a), without delay. (2) The Registrar shall, on receipt of the notification under subsection (1)(b), without delay, notify the National Anti-Terrorism Centre of the removal. (3) The Registrar shall, on the Registrar’s own motion, direct a company, in writing, to remove a member, director or beneficial owner where the member, director or beneficial owner becomes a designated or nationally listed person or entity. (4) A company shall, where a company receives a directive under subsection (3), remove a member, director or beneficial owner as prescribed. (5) A company or an officer of the company that contravenes subsection (1) or (4) is liable, on conviction— (a) in the case of a company, to a fine not exceeding five million penalty units; or (b) in the case of an officer of the company, to a fine not exceeding one million penalty units or to imprisonment not exceeding ten years, or to both. (6) The Registrar shall, in addition to the penalty specified under subsection (5), within fourteen days of the company’s failure to comply with the directive issued under subsection (4)— (a) de-register the company in accordance with section 317; and (b) notify the National Anti-Terrorism Centre of the de- registration, without delay.

Section 347AVerify source

§ 29The principal Act is amended by the insertion of theAmendment

This section amends the principal Act by inserting new sections about retention of records for de-registered or dissolved companies and access to basic or beneficial ownership information.

29. The principal Act is amended by the insertion of the following new sections immediately after section 356: Insertion of sections 356A, 356B, 356C and 356D 334 No. 23 of 2025] Companies (Amendment) Retention of records of de-registered, dissolved company etc by Registrar Cap. 431 Basic and beneficial ownership information to be adequate, accurate and up to date Access to basic or beneficial ownership information

Section 29Verify source

§ 356AWhere a company is de-registered, dissolved orProvision

If a company is de-registered, dissolved, or otherwise ceases to exist, the Registrar must keep required records or books for 10 years.

356A. Where a company is de-registered, dissolved or otherwise ceases to exist in accordance with this Act or the Corporate Insolvency Act, the Registrar shall retain records or books required to be kept in accordance with this Act for a period of ten years from the date on which the company is de-registered, dissolved or otherwise ceases to exist.

Section 356AVerify source

§ 356B(1) A company shall obtain and hold basic andOffence

Companies must keep basic and beneficial ownership information up to date, and people may have to provide ownership information when requested.

356B. (1) A company shall obtain and hold basic and beneficial ownership information referred to under sections 30 and 195 that is adequate, accurate and up-to-date. (2) A company that fails to comply with subsection (1) is liable to pay the Agency an administrative penalty not exceeding five million penalty units. (3) A company shall, where that company knows or has reasonable grounds to believe that a natural person is a beneficial owner of that company, give written notice to that natural person and require the natural person to confirm whether that natural person is a beneficial owner of that company. (4) Where the natural person confirms the beneficial owner’s status under subsection (3), that natural person shall provide that basic and beneficial ownership information and any other information to the company as may be prescribed. (5) A person shall, within fourteen days of receipt of the request referred to under subsection (3), furnish the requested information, in writing, to the company. (6) A person who contravenes this section commits an offence and is liable, on conviction, to a fine not exceeding two hundred thousand penalty units or to imprisonment for a term not exceeding two years, or both.

Section 356BVerify source

§ 356C(1) A public authority or body, a competent authorityAmendment

Several authorities and entities must provide timely access to basic or beneficial ownership information, and some listed users may access it free of charge.

356C. (1) A public authority or body, a competent authority or reporting entity which holds basic or beneficial ownership information shall ensure timely access of that basic or beneficial ownership information by another competent authority or reporting entity, law enforcement agency or the Financial Intelligence Centre. (2) A procuring entity shall have timely access to basic and beneficial ownership information on legal persons in the course of public procurement. (3) A competent authority, procuring entity or the Financial Intelligence Centre shall access basic or beneficial ownership information under subsection (1) without the payment of a fee. Companies (Amendment) [No. 23 of 2025 335 (4) The Agency shall facilitate timely access by a reporting entity, competent authority, law enforcement agency, procuring entity, the Financial Intelligence Centre or a foreign counterpart to the basic and beneficial ownership information maintained under sections 30 and 195.

Section 356CVerify source

§ 356D(1) A nominee of a director shall, within fourteenProvision

A director’s nominee must disclose nominee details to the company within 14 days, the company must send the information to the Registrar within 14 days, and the Registrar must enter it in the Register of Companies.

356D. (1) A nominee of a director shall, within fourteen days from the date of the appointment of that nominee, disclose to a company the— Disclosure of nominee status (a) nominee’s status; (b) particulars referred to under section 12, of the nominator; and (c) basis and terms of appointment. (2) A company shall, with fourteen days of the disclosure of the information referred to under subsection (1), submit that information to the Registrar in a prescribed manner and form. (3) The Registrar shall enter the information received under subsection (2) in the Register of Companies.

Section 356DVerify source

§ 30Section 370 of the principal Act is amended by theAmendment

An administrative penalty under this Act does not stop parallel criminal proceedings.

30. Section 370 of the principal Act is amended by the— (a) insertion of the following new subsection immediately after Amendment of section 370 subsection (3): (4) An administrative penalty imposed under this Act shall not preclude parallel criminal proceedings. (b) renumbering of subsection (4) as subsection (5).

Section 30Verify source

§ 31The principal Act is amended by the repeal of section 373Repeal

This section amends the principal Act by repealing section 373 and replacing it with new text.

31. The principal Act is amended by the repeal of section 373 and the substitution therefor of the following:

Section 31Verify source

§ 373A person who contravenes any provision of this Act,Repeal

If no specific penalty is set elsewhere in the Act, a person who contravenes the Act is liable on conviction to the general penalties stated here.

373. A person who contravenes any provision of this Act, where no specific penalty has been provided is liable, on conviction— (a) in the case of a natural person, to a fine not exceeding five hundred thousand penalty units or to imprisonment for a term not exceeding five years, or to both, and, if the person is a foreigner, to a revocation of that person’s immigration permit; or (b) in the case of a legal person, to a fine not exceeding five million penalty units. Repeal and replacement of section 373 General penalty 336

Section 373Verify source

Legislative relationships

9 referenced instruments

Names are derived from the stored provision headings and citation-enrichment layer. Treat this as a research index and verify each relationship against the source text.

A–F

2 instruments

Act. Cap. 431 Cap. 431 (4) The Corporate Insolvency Act
Section 318A
Companies and Beneficial Owners is inserted after section 21. 8. The principal Act
Section 8

N–S

5 instruments

of section 273 This section amends the principal Act
Section 20
of section 373 This section amends the principal Act
Section 31
of section 64 This section repeals section 64 of the principal Act
Section 11
of section 90 This section repeals section 90 of the principal Act
Section 13
principal Act
Sections 10, 15, 17

T–Z

2 instruments

This provision amends the principal Act
Sections 24, 26
This section amends the principal Act
Sections 27, 29

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