Beneficial Ownership Secure Search System (Amendment) (No. 2) Act, 2021 (No. 42 of 2021)

Summary

This Act amends the Beneficial Ownership Secure Search System Act (BOSSS Act) to integrate economic substance reporting into the existing beneficial ownership database framework maintained by registered agents. It broadens the definition of beneficial ownership information and substantially expands the prescribed particulars that must be recorded on the RA database for each corporate and legal entity, including parent company, TIN, and detailed economic substance data.

• Definition change: Widens the definition of beneficial ownership information in section 2 so it also captures certain economic substance information.
• Expanded prescribed information: Replaces section 10(3) and (3A) to require far more detailed particulars per entity, including business address, immediate and ultimate parent details and TINs, recognised exchange listings, and extensive economic substance data (income, expenditure, employees, premises, directors, board meetings, IP business details, and holding business details).
• Notification obligations: Amends section 9(6A) so that a corporate and legal entity must notify its registered agent of economic substance information within a period to be fixed by regulations, and of beneficial ownership information within 15 days of identifying the relevant matters.
• Limited partnerships without legal personality: Must report beneficial ownership information within 15 days of identifying the relevant matters following 1 January 2022.
• RA database entries: Registered agents must enter economic substance information onto the RA database by reference to each financial period, on a basis and within a time period to be prescribed by regulations.
• Drafting corrections: Makes minor wording corrections to sections 6, 7, 9, 17 and Schedules 1 and 4 of the principal Act (e.g. changing 'corporate or legal entity' to 'corporate and legal entity', renumbering a duplicated paragraph, and fixing cross references).

The Act commenced on 1 January 2022 and applies to financial periods beginning on or after 15 January 2022, meaning affected entities and their registered agents need to align beneficial ownership and economic substance reporting practices with the new, broader information requirements from that point.

Key obligations

• Corporate and legal entities must notify their registered agent of beneficial ownership information within 15 days of identifying the relevant matters
• Corporate and legal entities must notify their registered agent of economic substance information within a period following the end of the financial period to be fixed by regulations
• Limited partnerships without legal personality must report beneficial ownership information within 15 days of identifying the relevant matters following 1 January 2022
• Registered agents must enter economic substance information on the RA database by reference to each financial period, within a time period to be prescribed by regulations
• Registered agents and reporting entities must maintain and report the expanded set of prescribed particulars under new section 10(3), including parent company details, TINs, and detailed economic substance data for entities carrying on relevant activities

Applies to

corporate and legal entities, registered agents, limited partnerships without legal personality, BVI business companies

Deadlines

• 1 January 2022: Commencement date of the Act
• financial periods beginning on or after 15 January 2022: Scope of application of the amended requirements
• within 15 days of identifying the matters: Deadline for a corporate and legal entity to notify its registered agent of beneficial ownership information
• 15 days of identifying those matters following 1 January 2022: Deadline for limited partnerships without legal personality to report beneficial ownership information
• period to be fixed by regulations: Deadline (yet to be prescribed) for notifying registered agents of economic substance information and for registered agents entering economic substance information on the RA database

Related documents

• This document amends Beneficial Ownership Secure Search System Act (2020 Revised Edition)
• This document amends Beneficial Ownership Secure Search System Act (Revised Edition 2020)