14 November 2024
St Helena Government (SHG) has today published the draft Companies (Amendment) Bill 2024. The Bill, if enacted into law by the Legislative Council, would form the basis for the creation of a Publically Accessible Register of Beneficial Ownership (PARBO) for companies registered on St Helena.
A PARBO is a public record that reveals the identities of the individuals who ultimately own and control a company, even if they are not the legal owners on paper.
The objectives of the Bill are the prevention of money laundering, tax evasion, and terrorist financing. In the absence of a modern framework for regulating and developing financial services, the Bill serves as a preventive measure to discourage or prevent illegal financial activity through the Company Registry in the short to medium term.
The changes are being introduced for four broad purposes:
- National security, anti-corruption, anti-money laundering, and preventing organised crime;
- Protecting individuals and business from fraud;
- Improving economic wellbeing by facilitating the growth of the digital, financial and professional service sectors; and,
- The UK Government has issued a draft order in council to all Overseas Territories to implement a PARBO. SHG recognises the value in complying with the draft Order in Council.
Alongside the draft Bill, accessible at https://www.sainthelena.gov.sh/government/legislative-council/bills-for-an-ordinance/, SHG has published an explanatory note, outlining the background, rationale, impacts, and implications of the policy. The explanatory note welcomes feedback on the Bill, so that it can be appropriately debated by Legislative Council in the formal sitting next month. The explanatory note can be accessed on the SHG website at https://www.sainthelena.gov.sh/wp-content/uploads/2024/11/Explanatory-information-note_Companies-Amendment-Bill-2024.pdf.
In summary, the introduction of the proposed PARBO on St Helena would:
- Define a beneficial owner of a company on St Helena in line with the UK Persons with Significant Control provisions contained in the UK Companies Act 2006. The level of control which would constitute a person or other legal entity being a beneficial owner is set at 25% of the total company ownership. A general catch-all provision captures circumstances where a formal interest is not held but significant control is still exercised;
- Require all companies registered in St Helena to submit to the Registrar the details of the beneficial owners of that company, to include their name, nationality, manner of their beneficial ownership, territory of ordinary residence, and month and year of birth; and,
- Make this information accessible to all members of the public upon request, including over the internet, except where a company can prove to the satisfaction of the Registrar that the person is of minor age, lacks legal capacity, or if making such information public would present a serious risk of harm to the beneficial owner. This possible harm includes by fraud, kidnapping, blackmail, extortion, harassment, violence, intimidation or other similar harm.
Minister for Treasury and Economic Development, Hon Mark Brooks, says on the publication of the Bill:
“This is the first in what is anticipated to be a series of changes linked to SHG’s strategic journey to reform St Helena’s money laundering prevention and detection laws, company law, and the overall financial services regulatory framework – as outlined in the Sustainable Economic Development Strategy 2023-33.”
“The aim of the reforms are to ensure that, in the near future, St Helena is fully compliant with international regulatory standards including those set by the Financial Action Task Force and Organisation for Economic Cooperation and Development, in order to protect St Helena, the United Kingdom, and all of our other trade partners from the significant risks posed by illicit finance activities, such as money laundering, terrorist financing and criminal tax evasion.”
“An additional aim of the reforms is to ensure St Helena can benefit from growth in its financial service and company registry sectors, laying the foundation for continued economic diversification and sustainable economic development.”
“I would encourage all business owners to take this opportunity and engage with my team to fully understand what this will mean for your business.”
Should members of the public wish to provide feedback on the Policy or draft Bill, this may be done by contacting your constituent member of Legislative Council, or directly to the Economic Development Portfolio by emailing Portfolio Assistant, Alexandria Thomas, on alexandria.thomas@sainthelena.gov.sh.
A public drop-in session will be held at the Economic Development Office in the Castle on Friday 22 November 2024, from 12:30 to 16:00.
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