The Companies and Intellectual Property Commission has issued new guidance on remuneration governance and beneficial-ownership compliance.
New remuneration requirements under sections 30A and 30B of the amended Companies Act took effect on 22 May 2026. Public companies and state-owned companies must now prepare a remuneration policy and present it to shareholders for approval by ordinary resolution at the annual general meeting. They must also prepare an annual remuneration report covering the previous financial year and submit it for approval at the AGM.
The requirements generally apply to AGMs convened after the commencement date. However, an AGM held after 22 May 2026 will not be subject to the new provisions where a valid meeting notice was issued before that date. Where no valid notice had been issued by 22 May, the company must comply with the new remuneration rules.
CIPC has also reminded registered entities that it conducts physical and virtual inspections to verify the accuracy and completeness of beneficial-ownership information. Directors or members must attend inspections personally and cannot delegate this responsibility entirely to consultants, company secretaries or filing agents. Inspectors may request securities registers, shareholding structures, directors’ registers and documents identifying the individuals who ultimately own or control the entity.
Beneficial ownership generally refers to an individual who ultimately owns or effectively controls a company, with a reporting threshold of 5% ownership or control. Companies incorporated from 24 May 2023 must file this information within ten business days of incorporation. Older companies must submit it with their annual returns, while all entities must update their records annually within 30 business days after their anniversary date.
Failure to file accurate information may lead to compliance notices, administrative penalties or other enforcement. Knowingly submitting false or misleading details may also result in criminal prosecution. Should you require professional advice in this regard, please don’t hesitate to contact our offices.