Académique Documents
Professionnel Documents
Culture Documents
Recommendations by the
Public Consultation on the draft World Bank Reports,
developments in related laws
Companies Bill was conducted in (Capital Market and Banking
July 2013 legislations)
Introduction of Members’
Right For Management
Migration towards No Review
Par Value Regime
abolishing the
maximum age for
Copyrights Reserved Companies Commission of Malaysia directorship
5
CONTENTS OF THE NEW COMPANIES ACT 2016
Parts Divisions
PART I: Preliminary
PRELIMINARY
1. Types of Companies
2. Incorporation and its effects
3. Restriction on subsidiary being member of its
holding company
PART II:
FORMATION AND 4. Name of Company
ADMINISTRATION
OF COMPANIES 5. Constitution of Company
6. Conversion of Company Status
7. Provisions Applicable to Certain Types of
Companies
8. Registered Office and Registers
9. Execution of Documents
10. Annual Returns
Copyrights Reserved Companies Commission of Malaysia
6
CONTENTS OF THE NEW COMPANIES ACT 2016
Parts Divisions
7
Copyrights Reserved Companies Commission of Malaysia
CONTENTS OF THE NEW COMPANIES ACT 2016
Parts Divisions
11
Copyrights Reserved Companies Commission of Malaysia
MODERNISING ENTRANCE INTO CORPORATE SECTOR
New
A company can be
incorporated by a single Public company must have
member and that single at least two directors
member can also be the
sole director
SINGLE MEMBER
COMPANY
12
Copyrights Reserved Companies Commission of Malaysia
MODERNISING ENTRANCE INTO CORPORATE SECTOR
New
13
Copyrights Reserved Companies Commission of Malaysia
MODERNISING ENTRANCE INTO CORPORATE SECTOR
New
Sections:
• 31(2) and (3)
• 619(3): Transitional provision
14
Copyrights Reserved Companies Commission of Malaysia
MODERNISING ENTRANCE INTO CORPORATE SECTOR
New
15
Copyrights Reserved Companies Commission of Malaysia
MODERNISING ENTRANCE INTO CORPORATE SECTOR
New
• Optional- Section: 61
• If a company decides to have a common
seal, the provisions of the law must be
observed – Section: 61(2)
17
Copyrights Reserved Companies Commission of Malaysia
MODERNISING ENTRANCE INTO CORPORATE SECTOR
New
Execution of documents
Share certificate
19
Copyrights Reserved Companies Commission of Malaysia
MODERNISING ENTRANCE INTO CORPORATE SECTOR
New
Name of companies
21
Copyrights Reserved Companies Commission of Malaysia
FUNDAMENTALS OF A COMPANY
New
Secretary at
point
incorporation is Has full capacity
optional to undertake any
business
Notice of activities.
registration is
conclusive
evidence
22
Copyrights Reserved Companies Commission of Malaysia
FUNDAMENTALS OF A COMPANY – New
POST INCORPORATION
Evidence of Execution of
Other requirements
membership documents
23
Copyrights Reserved Companies Commission of Malaysia
COMPANY DIRECTORS
12
OVERVIEW OF PROVISIONS ON ROLES AND
New
RESPONSIBILITIES OF DIRECTORS
25
Copyrights Reserved Companies Commission of Malaysia
DEFINITION OF DIRECTORS Retained
with
modification
An alternate or substitute.
26
Copyrights Reserved Companies Commission of Malaysia
DEFINITION OF BOARD
New
27
Copyrights Reserved Companies Commission of Malaysia
RESIGNATION, VACATION OR DEATH OF LAST
REMAINING DIRECTOR New
28
Copyrights Reserved Companies Commission of Malaysia
APPROVAL OF FEES
New
29
Copyrights Reserved Companies Commission of Malaysia
DIRECTORS’ SERVICE CONTRACTS
New
30
Copyrights Reserved Companies Commission of Malaysia
DIRECTORS’ SERVICE CONTRACTS
New
31
Copyrights Reserved Companies Commission of Malaysia
CONTRACTS WITH SOLE MEMBER/DIRECTOR
New
32
Copyrights Reserved Companies Commission of Malaysia
BUSINESS REVIEW REPORT
New
• Introduction of business review report (internal control and
corporate responsibility report) to be part of directors report.
• The report will be on voluntary basis and will cover the
following aspects:
i. Review of the company’s business, principal risks and
uncertainties faced by the company, analysis of
performance of the company and key performance
indicators
ii. Information on company’s policies relating to
environmental matters and its impact on the company’s
business; employees and social and community issues
iii. Information on persons whom the company has
contractual or other arrangements which are essential
to the business of the company unless the information
is prejudicial to that person or contrary to public
interest.
33
Copyrights Reserved Companies Commission of Malaysia
MEMBERS’ RIGHTS FOR MANAGEMENT REVIEW
New
34
Copyrights Reserved Companies Commission of Malaysia
PROVISIONS AFFECTING AUDITORS
38
PROVISIONS AFFECTING AUDITORS Retained
with
modification
• Requirement of an Auditor
– Every company is required to have at least one auditor
– Auditors must be approved by MOF
39
Copyrights Reserved Companies Commission of Malaysia
PROVISIONS AFFECTING AUDITORS Retained
with
modification
40
Copyrights Reserved Companies Commission of Malaysia
PROVISIONS AFFECTING AUDITORS
New
• Resignation of auditor
– By giving notice in writing and delivered to the registered
office of the company
– Resignation takes effect after twenty-one days or from the
date as may be specified in the notice
41
Copyrights Reserved Companies Commission of Malaysia
PROVISIONS AFFECTING AUDITORS
New
42
Copyrights Reserved Companies Commission of Malaysia
MEETINGS AND DECISION MAKINGS
43
MEETINGS AND DECISION MAKING
New
44
Copyrights Reserved Companies Commission of Malaysia
MEETINGS AND DECISION MAKING
New
WRITTEN RESOLUTIONS
45
Copyrights Reserved Companies Commission of Malaysia
MEETINGS AND DECISION MAKING
New
47
Copyrights Reserved Companies Commission of Malaysia
MEETINGS AND DECISION MAKING
New
APPOINTMENT OF PROXY
48
Copyrights Reserved Companies Commission of Malaysia
SHARE CAPITAL
49
NO PAR VALUE REGIME
New
Reduction of Redemption
share capital of preference
shares
Pr
Corporate TEST
Exercise
4. Share buyback
• the share buyback would not result in the company being
insolvent and its capital being impaired at the date of the
solvency statement; and
• the company will remain solvent after each buyback during
the period of six months after the date of the declaration
made.
53
Copyrights Reserved Companies Commission of Malaysia
CORPORATE RESCUE MECHANISMS
54
CORPORATE RESCUE MECHANISM
New
56
COMPLIANCE REQUIREMENTS
New
Annual Return
De-coupling of the requirement to lodge audited
financial statements
57
Copyrights Reserved Companies Commission of Malaysia
COMPLIANCE REQUIREMENTS
New
58
Copyrights Reserved Companies Commission of Malaysia
COMPLIANCE REQUIREMENTS
New
60
Copyrights Reserved Companies Commission of Malaysia
COMPLIANCE REQUIREMENTS
New
61
Copyrights Reserved Companies Commission of Malaysia
www.ssm.com.my
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www.ssm.com.my
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Copyrights Reserved Companies Commission of Malaysia
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