On 15 January 2026, the Attorney General published The Written Laws (Miscellaneous Amendments) Bill No. 1 of 2026 (the “Bill”), proposing amendments to several key statutes.
If enacted, the Bill will introduce significant reforms affecting tax administration, corporate governance, transparency requirements, and intellectual property protection.
Below is an overview of the key proposed changes.
1. Amendments to the Value Added Tax Act
Reduction of Time for VAT Refund Decisions
The Bill proposes to amend Section 88(3)(b) of the Value Added Tax Act by reducing the time within which the Commissioner General must determine a VAT refund application:
Current position: 90 days
Proposed amendment: 30 days
This change is expected to significantly improve cash flow for taxpayers by ensuring quicker resolution of refund claims.
(See Section 161 of the Bill.)
2. Amendments to the Companies Act (Cap. 212)
The Bill proposes several important reforms to enhance corporate transparency and regulatory oversight.
2.1 Introduction of New Definitions
Section 2 of the Companies Act will be amended to introduce the following definitions:
Nominee – A person instructed by a nominator to act on his or her behalf in a specified capacity in relation to a company.
Nominator – A person who issues instructions, directly or indirectly, to a nominee to act on their behalf as a director or shareholder.
Nominee Director – A person who routinely exercises the functions of a director on behalf of, and subject to the instructions of, a nominator.
Nominee Shareholder – A person who exercises voting rights or receives dividends on behalf of a nominator.
(See Section 28 of the Bill.)
2.2 Register of Nominee Directors and Shareholders
A new Section 456A will require the Registrar to maintain a register of nominee directors and nominee shareholders in accordance with prescribed regulations.
Additionally, companies will be required to maintain their own register of nominee shareholders under the amended Section 118(1).
(See Section 32 of the Bill.)
2.3 Additional Disclosure in the Memorandum
Section 15(2) of the Companies Act will be amended to require companies to submit accurate and up-to-date records of nominee directors and nominee shareholders when filing incorporation documents.
This information must be included in the prescribed statement delivered together with the company’s Memorandum upon registration.
(See Section 30 of the Bill.)
2.4 Change of Company Name
Where a company changes its name to one that, in the opinion of the Registrar, is too similar to an existing registered company, the company will be required to change its name within three weeks.
Failure to comply may result in:
Cancellation of registration; and
The company being struck off the register.
This amendment introduces a new subsection (5) under Section 33 of the Companies Act.
(See Section 31 of the Bill.)
2.5 Access to Beneficial Ownership Information
The Bill proposes to grant access to beneficial ownership information to “Reporting Persons” as defined under Section 3 of the Anti-Money Laundering Act.
Reporting Persons include:
Accountants
Banks and financial institutions
Cash dealers
Customs officers
Advocates and notaries
Independent legal professionals
Pension fund managers
This reform strengthens transparency and compliance with anti-money laundering requirements.
(See Section 39 of the Bill amending Section 457(g) of the Companies Act.)
3. Amendments to the Patent (Registration) Act
3.1 Patent Term
The current Patent (Registration) Act provides for:
A patent term of 10 years, with
A possible 5-year extension upon application.
The Bill proposes to repeal Section 39 and replace it with a provision granting:
A 20-year patent term,
With no extension permitted.
(See Section 85 of the Bill.)
3.2 Temporary Exclusion from Patentability
Section 13 of the Patent (Registration) Act will be repealed.
Under the proposed amendment, the Minister may, upon recommendation of the Registrar and by notice published in the Gazette, exclude certain inventions from patentability for a period not exceeding 10 years.
This differs from the current law, which vests such power through a statutory instrument.
(See Section 84 of the Bill.)
Conclusion
The Written Laws (Miscellaneous Amendments) Bill No. 1 of 2026 introduces wide-ranging reforms aimed at:
Strengthening corporate transparency and disclosure
Enhancing beneficial ownership accountability
Improving tax administration efficiency
Modernizing intellectual property protection
The reduction of the VAT refund decision period is expected to improve liquidity for taxpayers, while the expanded nominee and beneficial ownership disclosure framework reflects an increased regulatory focus on transparency and compliance.
Businesses, directors, shareholders, and reporting persons should closely monitor the progress of the Bill and prepare for potential compliance adjustments if it is enacted.
Disclaimer
This publication is intended for general informational purposes only and does not constitute legal or professional advice. Readers should not act upon the information contained herein without obtaining specific professional advice tailored to their circumstances. While every effort has been made to ensure accuracy, no representation or warranty (express or implied) is given regarding the completeness or reliability of the information. To the extent permitted by law, KEMI Advocates, its members, employees, and agents disclaim all liability for any loss or damage arising from reliance on this publication.