The Companies (Amendment) Act,2025

Companies (Amendment) [No. 23 of 2025 313
Enactment
Short title
Cap. 388
Amendment
of section 3
An Act to amend the Companies Act.
[30th December, 2025
ENACTED by the Parliament of Zambia.
1. This Act may be cited as the Companies (Amendment)
Act, 2025, and shall be read as one with the Companies Act in this
Act referred to as the principal Act.
2. Section 3 of the principal Act is amended by the—
(a) deletion of the definitions of—
“beneficial owner”, “citizen”,”control” and “nominee”
and the substitution therefor of the following in
the appropriate places in alphabetical order:
“beneficial owner” means a natural person who—
(a) directly, or indirectly, holds at least five
percent of a legal person’s shares;
(b) exercises ultimate effective control over
a legal person; or
Single copies of this Act may be obtained from the Government Printer,
P.O. Box 30136, 10101 Lusaka, Price K 48.00 each.
GOVERNMENT OF ZAMBIA
ACT
No. 23 of 2025
Date of Assent: 23rd December, 2025

the Government Printer,
P.O. Box 30136, 10101 Lusaka, Price K 48.00 each.
GOVERNMENT OF ZAMBIA
ACT
No. 23 of 2025
Date of Assent: 23rd December, 2025

Companies (Amendment)314 No.

Companies (Amendment)314 No.

23 of 2025]
(c) directly, or indirectly, through a contract,
arrangement,understanding, relationship
or any other means has, substantial
interest in, or receives substantial
economic benefits from, a legal person;
and the term “beneficial ownership”
shall be construed accordingly;
“citizen” has the meaning assigned to the word in the
Constitution;
“control” means the control of a company by a person
who—
(a) is entitled to vote a majority of the votes
that may be cast at a meeting of the
company, directly or indirectly;
(b) has the ability to control the voting of a
majority of the votes cast at a meeting,
directly or indirectly;
(c) is able to appoint or to veto the appointment
of a majority of the directors of the
company;
(d) has direct, or indirect, control over
significant decisions made by the
company; or
(e) exercises control through any other means
as may be prescribed.;
“nominee” means a—
(a) person—
(i) entitled to exercise a right in a
company in accordance with
instructions given by the
nominator; or
(ii) who exercises associated voting
rights, or receives dividends, on
behalf of a nominator; or
(b) natural person that exercises the functions
of a director in a company on behalf of
a nominator and subject to the direct,
or indirect, instructions of the
nominator; and
Cap.1

ses the functions
of a director in a company on behalf of
a nominator and subject to the direct,
or indirect, instructions of the
nominator; and
Cap.1

Companies (Amendment) [No.

Companies (Amendment) [No.

23 of 2025 315
(b) insertion of the following new definitions in the appropriate
places in alphabetical order:
“accurate information” means information that has
been verified by the Registrar using reliable and
independently obtained documents, data or any
other information for the purpose of determining
the identity and status of a beneficial owner;
“adequate information” means—
(a) information that is sufficient to identify a
beneficial owner as may be prescribed;
or
(b) the mechanisms and means through
which a beneficial owner exercises
ownership or control as may be
prescribed;
“basic and beneficial ownership information” means
a document or record kept by a company in
accordance with sections 30 and 195;
“bearer share” means a negotiable instrument that
accords ownership in a legal person to the
person who possesses the physical bearer share
certificate, and any other similar instrument
without traceability;
“bearer share warrant” means a negotiable instrument
that accords entitlement to ownership in a legal
person who possesses the physical bearer share
warrant certificate, and any other similar
warrant or instrument without traceability;
“competent authority” has the meaning assigned to
the words in the Financial Intelligence Centre
Act;
“de-registration” means the removal of a company
by the Registrar from the Register of
Companies;
“designation” has the meaning assigned to the word
in the Anti-Terrorism and Non-Proliferation Act;
“designated person or entity” has the meaning
assigned to the words in the Anti-Terrorism and
Non-Proliferation Act;
Cap.

m and Non-Proliferation Act;
“designated person or entity” has the meaning
assigned to the words in the Anti-Terrorism and
Non-Proliferation Act;
Cap.

384
Cap. 128
Cap. 128

384
Cap. 128
Cap. 128

“Financial Intelligence Centre” means the Financial
Intelligence Centre established under the
Financial Intelligence Centre Act;
“foreign counterpart” means a foreign competent
authority that exercises similar responsibilities
and functions with the Agency in relation to the
co-operation that is sought;
“law enforcement agency” has the meaning assigned
to the words in the Financial Intelligence Centre
Act;
“National Anti-Terrorism Centre” means the National
Anti-Terrorism Centre established under the
Anti-Terrorism and Non-Proliferation Act;
“national listing” has the meaning assigned to the
words in the Anti-Terrorism and Non-Proliferation
Act;
“nominator” means a person who issues instructions
directly, or indirectly, to a nominee to act in the
capacity of a director or shareholder on that
person’s behalf;
“reporting entity” has the meaning assigned to the
words in the Financial Intelligence Centre Act;
“state owned enterprise” has the meaning assigned
to the words in the Public Finance Management
Act;
“supervisory authority” has the meaning assigned to
the words in the Financial Intelligence Centre
Act;
“ultimate effective control” means ownership or
control of a legal person exercised through a
chain of ownership or by means of control other
than direct control;
“up-to-date information” means information which is
current and up-to-date and is updated within
the period specified in section 21A;
“passport” has the meaning assigned to the word in
the Passport Act;
Cap.

nt and up-to-date and is updated within
the period specified in section 21A;
“passport” has the meaning assigned to the word in
the Passport Act;
Cap.

384
Cap. 384
Cap. 128
Cap. 128
Cap. 384
Cap. 347
Cap. 129
Cap. 384
Companies (Amendment)316 No. 23 of 2025]

384
Cap. 384
Cap. 128
Cap. 128
Cap. 384
Cap. 347
Cap. 129
Cap. 384
Companies (Amendment)316 No. 23 of 2025]

“procuring entity” has the meaning assigned to the
words in the Public Procurement Act, 2020;
“public procurement” has the meaning assigned to
the words in the Public Procurement Act, 2020;
“public interest entity” means a body corporate
which—
(a) has significant impact on the public;
(b) is of economic importance in the Republic;
or
(c) is subject to regulatory oversight, except
for entities which are regulated under
the Banking and Financial Services Act,
2025; and
“without delay” has the meaning assigned to the
words in the Anti-Terrorism and Non-
Proliferation Act. 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. 4.

s attaching to each guaranteed
amount.; and
(b) renumbering of subsections (4),(5), (6) and (7) as
subsections (5), (6), (7) and (8), respectively. 4.

The principal Act is amended by the insertion of the following
new section immediately after section 11:
11A. (1) A person shall not operate an entity as a company
unless that entity is incorporated in accordance with this Act. Act No.8 of
2020
Act No. of
2025
Cap. 128
Insertion of
section 11A
Act No.8 of
2020
Amendment
of section 10
Prohibition of
operation of
entity as
company
without
incorporation
Companies (Amendment) [No. 23 of 2025 317

Act No.8 of
2020
Amendment
of section 10
Prohibition of
operation of
entity as
company
without
incorporation
Companies (Amendment) [No. 23 of 2025 317

(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. 5.

iable, 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. 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;
Amendment
of section 12
Companies (Amendment)318 No.

y;
(d) the postal address, if available, electronic
mail address and phone number of the
company;
Amendment
of section 12
Companies (Amendment)318 No.

23 of 2025]

23 of 2025]

(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. 6.

n submitted to the
Registrar with the knowledge of the
beneficial owners referred to under
paragraph (j); and
(l) the number of expected employees. 6.

Section 19 of the principal Act is amended by the deletion
of subsection (1) and the substitution therefor of the following:
(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. Amendment
of section 19
Companies (Amendment) [No. 23 of 2025 319

owner, secretary
or director is a designated or nationally listed
person or entity. Amendment
of section 19
Companies (Amendment) [No. 23 of 2025 319

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”. 8. The principal Act is amended by the insertion of the following
new section immediately after section 21:
21A.

r” immediately after the word
“name”. 8. The principal Act is amended by the insertion of the following
new section immediately after section 21:
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. Insertion of
section 21A
Periodic
review and
verification
of record of
particulars,
documents
and
information
in Register of
Companies
and
Beneficial
Owners
Companies (Amendment)320 No.

eview and
verification
of record of
particulars,
documents
and
information
in Register of
Companies
and
Beneficial
Owners
Companies (Amendment)320 No.

23 of 2025]
Amendment
of section 21

23 of 2025]
Amendment
of section 21

(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
317. 9.

red 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
317. 9.

Section 30 of the principal Act is amended by the deletion
of—
(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
Amendment
of section 30
Companies (Amendment) [No. 23 of 2025 321

iable, on conviction, to a fine not
exceeding one hundred thousand penalty
units; or
Amendment
of section 30
Companies (Amendment) [No. 23 of 2025 321

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

paragraphs
(f) and (g), respectively. 11. The principal Act is amended by the repeal of section 64
and the substitution therefor of the following:
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. Amendment
of section 31
Repeal and
replacement
of section 64
Meeting by
directive of
Registrar
Companies (Amendment)322 No. 23 of 2025]

f the company. Amendment
of section 31
Repeal and
replacement
of section 64
Meeting by
directive of
Registrar
Companies (Amendment)322 No. 23 of 2025]

(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. 12. Section 83 of the principal Act is amended by the deletion
of paragraph (d) and the substitution therefor of the following:
(d) ensuring that the company maintains and updates
information on the beneficial owners of the company;. 13. The principal Act is amended by the repeal of section 90
and the substitution therefor of the following:
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
317. 14.

lty of four
hundred penalty units for each day that the
contravention continues; or
(b) one year, be de-registered in accordance with section
317. 14.

Section 123 of the principal Act is amended by the—
(a) deletion of the marginal note and the substitution therefor
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.;
Amendment
of section 83
Repeal and
replacement
of section 90
Number of
directors
falling below
minimum
number
Amendment
of section
123
Companies (Amendment) [No. 23 of 2025 323

peal and
replacement
of section 90
Number of
directors
falling below
minimum
number
Amendment
of section
123
Companies (Amendment) [No. 23 of 2025 323

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

ns
(9) and (10), respectively. 15. (1) The principal Act is amended by the insertion of the
following new section immediately after section 124:
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.

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.

Insertion of
section 124A
Company to
cooperate
with
competent
authority or
reporting
entity
Companies (Amendment)324 No. 23 of 2025]

Insertion of
section 124A
Company to
cooperate
with
competent
authority or
reporting
entity
Companies (Amendment)324 No. 23 of 2025]

(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. 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—
(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. 17. The principal Act is amended by the insertion of the
following new sections immediately after section 142:
142A. (1) Despite section 142, a company shall not issue
a bearer share or bearer share warrant.

following new sections immediately after section 142:
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. 142B. (1) This section shall come into operation on 30th
December, 2025. (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. Amendment
of section
139
Insertion of
sections
142A
and 142B
Prohibition
of issuance
of bearer
share or
bearer share
warrant
Commence-
ment of
section
Companies (Amendment) [No. 23 of 2025 325

ions
142A
and 142B
Prohibition
of issuance
of bearer
share or
bearer share
warrant
Commence-
ment of
section
Companies (Amendment) [No. 23 of 2025 325

(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. 18.

to 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. 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
Amendment
of section 257
Companies (Amendment)326 No. 23 of 2025]

it quality review; or
(c) as an individual involved in any other key
audit role.;and
Amendment
of section 257
Companies (Amendment)326 No. 23 of 2025]

(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. 19. Section 270 of the principal Act is amended by the deletion
of subsection (3) and the substitution therefor of the following:
(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. 20. The principal Act is amended by the repeal of section 273
and the substitution therefor of the following:
273.

number of employees of the company. 20. The principal Act is amended by the repeal of section 273
and the substitution therefor of the following:
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. Amendment
of section 270
Repeal and
replacement
of section
273
D o c u m e n t s
lodged with
annual return
of company
Companies (Amendment) [No. 23 of 2025 327

of section 270
Repeal and
replacement
of section
273
D o c u m e n t s
lodged with
annual return
of company
Companies (Amendment) [No. 23 of 2025 327

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. 22.

nd directors and their
country of origin;; and
(b) by the renumbering of paragraphs (f), (g) and (h) as
paragraphs (g), (h) and (i), respectively. 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.;
Amendment
of section 299
Amendment
of section 317
Cap.

ctor or beneficial owner of
the company is a designated or nationally
listed person or entity.;
Amendment
of section 299
Amendment
of section 317
Cap.

431
Companies (Amendment)328 No. 23 of 2025]

431
Companies (Amendment)328 No. 23 of 2025]

(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). 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:
(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.

te 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. 24. The principal Act is amended by the insertion of the
following new section immediately after section 318:
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. Amendment
of section 318
Insertion of
318A
Restoration
of de-registered
company by
Registrar
Companies (Amendment) [No. 23 of 2025 329

prescribed fee. Amendment
of section 318
Insertion of
318A
Restoration
of de-registered
company by
Registrar
Companies (Amendment) [No. 23 of 2025 329

(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. (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). 25.

Insolvency Act, shall apply where no
application for restoration is made pursuant to this section
within the period referred to in subsection (2). 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 beneficial ownership
information shall be open to the public, where a legitimate
interest exists as may be prescribed. 26. The principal Act is amended by the insertion of the
following new sections immediately after section 329:
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. Cap. 431
Cap. 431
Amendment
of section
326
Insertion of
sections
329A
and 329B
International
cooperation
by Agency
and
competent
authority
Companies (Amendment)330 No. 23 of 2025]

f section
326
Insertion of
sections
329A
and 329B
International
cooperation
by Agency
and
competent
authority
Companies (Amendment)330 No. 23 of 2025]

(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. 329B.

receipt of the report
referred to under subsection (3), communicate the feedback
to a foreign counterpart on the quality of assistance received. 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
Companies (Amendment) [No.

request for clarification from the company, in
writing, within a period as the Registrar may specify. Discrepancy
reporting
Companies (Amendment) [No.

23 of 2025 331

23 of 2025 331

(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. 27. The principal Act is amended by the insertion of the
following new section immediately after section 334:
334A.

any continues to be
non-compliant. 27. The principal Act is amended by the insertion of the
following new section immediately after section 334:
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. 28. The principal Act is amended by the insertion of the
following new section immediately after section 347:
Insertion of
section 334A
Number of
members
falling below
prescribed
minimum
Insertion of
section
347A
Companies (Amendment)332 No. 23 of 2025]

n 347:
Insertion of
section 334A
Number of
members
falling below
prescribed
minimum
Insertion of
section
347A
Companies (Amendment)332 No. 23 of 2025]

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.

r
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. 29. The principal Act is amended by the insertion of the
following new sections immediately after section 356:
Removal of
designated
or nationally
listed person
or entity as
director,
member etc
from
company
Insertion of
sections
356A, 356B,
356C and
356D
Companies (Amendment) [No. 23 of 2025 333

listed person
or entity as
director,
member etc
from
company
Insertion of
sections
356A, 356B,
356C and
356D
Companies (Amendment) [No. 23 of 2025 333

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. 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.

(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. 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. Retention of
records of
de-registered,
dissolved
company etc
by Registrar
Cap.

wnership information under subsection (1) without the
payment of a fee. 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
Companies (Amendment)334 No. 23 of 2025]

rship
information
to be
adequate,
accurate and
up to date
Access to
basic or
beneficial
ownership
information
Companies (Amendment)334 No. 23 of 2025]

(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. 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—
(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. 30. Section 370 of the principal Act is amended by the—
(a) insertion of the following new subsection immediately after
subsection (3):
(4) An administrative penalty imposed under this
Act shall not preclude parallel criminal proceedings. (b) renumbering of subsection (4) as subsection (5). 31.

ministrative penalty imposed under this
Act shall not preclude parallel criminal proceedings. (b) renumbering of subsection (4) as subsection (5). 31.

The principal Act is amended by the repeal of section 373
and the substitution therefor of the following:
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. Disclosure of
nominee
status
Amendment
of section 370
Repeal and
replacement
of section
373
General
penalty
Companies (Amendment) [No. 23 of 2025 335

336