28. Share register and register of beneficial owner
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(1) An international business company shall keep at its registered office at all times a register to be known as a share register containing—
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(a) the names and addresses of the persons who hold registered shares in the international business company;
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(b) the number of each class and series of registered shares held by each person;
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(c) the date on which the name of each person was entered in the share register;
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(d) the date on which any person ceased to be a member,
but an international business company may delete from its share register information relating to persons who are no longer members.
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(1A) Subject to subsection (1B), an international business company shall keep at all times at its registered office a register to be known as the Register of beneficial owner, containing—
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(a) the name and address of the beneficial owner of the international business company;
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(b) the date on which the beneficial owner became or changed his or her status as a beneficial owner of the international business company;
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(c) the percentage of shares with voting rights that the beneficial owner holds in the international business company.
(Inserted by Act 13 of 2018)
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(1B) The requirement for an international business company to keep a Register of beneficial owner does not apply to an international business company that is—
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(a) a public company;
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(b) a multilateral institution;
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(c) a government entity;
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(d) a pension fund that is regulated by the government in the country of origin of the pension fund; and
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(e) licensed and regulated by the Financial Services Regulatory Authority under the Financial Services Regulatory Authority Act.
(Inserted by Act 13 of 2018)
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(2) A share register and a register of beneficial owner may be in any such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the international business company must be able to produce evidence in writing of its contents. (Amended by Act 13 of 2018)
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(3) The share register and a register of beneficial owner shall be kept at the registered office of the international business company from the date of registration of the international business company. (Substituted by Act 14 of 2002 and amended by Act 13 of 2018)
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(4) A share register and a register of beneficial owner is prima facie evidence of any matter directed or authorised by this Act to be contained in that share register and a register of beneficial owner. (Amended by Act 13 of 2018)
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(4A) An international business company shall give notice of any changes to the register of beneficial ownership within a reasonable time period. (Inserted by Act 13 of 2018)
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(5) All shares or fractions of shares issued by an international business company shall be registered in accordance with this section.
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(6) An international business company shall submit to its registered agent, by the 15th day of February of each year and in the prescribed form, an annual shareholder return and information with respect to its beneficial owner required under this Act for the previous calendar year. (Substituted by Act 8 of 2015 and amended by Act 25 of 2016 and by Act 13 of 2018)
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(7) An international business company that fails to submit the annual shareholder return and information with respect to its beneficial owner required under this Act under subsection (6) is liable to pay, before the 31st day of March of the year, a penalty of US$250 for late submission of its annual shareholder return and information with respect to its beneficial owner required under this Act, to avoid being struck off the Register. (Inserted by Act 8 of 2015 and amended by Act 25 of 2016 and by Act 13 of 2018)
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(8) In addition to the penalty under subsection (7), a registered agent of an international business company must submit to the Registrar a declaration, in the prescribed form, that the annual shareholder return and information with respect to its beneficial owner required under this Act has been received by the registered agent. (Inserted by Act 8 of 2015 and amended by Act 13 of 2018)
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(9) Notwithstanding subsections (7) and (8) and subject to section 100, an international business company that fails to submit the annual shareholder return and information with respect to its beneficial owner required under this Act as required under subsection (6), is liable to pay a penalty of US$250 for every year or part thereof that the international business company fails to file its annual shareholder return and information with respect to its beneficial owner required under this Act and this penalty must be paid on or before the date prescribed for payment of the annual fee as required under section 11. (Inserted by Act 8 of 2015 and amended by Act 13 of 2018)
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(10) A registered agent shall submit to the Registrar, by the 31st day of March of each year and in the prescribed form, a list containing the name and registration number of any company which has failed to submit an annual shareholder return and information with respect to its beneficial owner required under this Act in accordance with subsection (6). (Inserted by Act 8 of 2015 and amended by Act 17 of 2016 and by Act 13 of 2018)
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(11) Where an international business company fails to submit an annual shareholder return and information with respect to its beneficial owner required under this Act to its registered agent under subsection (6), the Registrar shall, within 90 days from the 31st day of March by Notice published in the Gazette state—
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(a) the name of the international business company to be struck off the Register;
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(b) the due date for filing an annual shareholder return and information with respect to its beneficial owner required under this Act; (Amended by Act 13 of 2018)
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(c) the applicable penalty for failing to file an annual shareholder return and information with respect to its beneficial owner required under this Act as required under subsection (9). (Amended by Act 13 of 2018)
(Inserted by Act 8 of 2015 and amended by Act 25 of 2016 and by Act 13 of 2018)
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(12) A Notice published pursuant to subsection (11) shall take effect from the 1st day of January of the next year and must be served on an international business company at the office of its registered agent. (Inserted by Act 8 of 2015)
(Amended by Act 13 of 2018)