Company Registration Office | Company Secretarial Office In Malaysia | Register Company Services In Malaysia

 

Share Certificate

Share certificate will only be issued upon application
Register of members becomes prima facie evidence as to the title of the shares.

Definition of Board

• “Board” in relation to a company, means—
a) Directors of the company who number not less than the required quorum acting as a board of directors; or
b) If the company has only one director, that director;

Resignation, Vacation or Death of Last Remaining Director

In the event the office of a sole director or the last remaining director becomes vacant die to death, disqualification of being director or otherwise vacation of office in accordance with the constitution, the secretary is responsible to call a meeting of next of kin or personal representatives for the purpose of appointing a new director.

If the next kin, personal representative or members fail to appoint a director within 6 months, the Registrar may direct to strike the company off the register.

PROVISIONS AFFECTING COMPANY SECRETARIES

Duty of secretary to enter issuance and transfer of shares in the register of members

Secretary shall cause the register of members to be properly kept and maintained regularly and all the particulars on issuance and transfer of shares are entered into the register.

Penalty: fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

Resignation, Vacation or Death of Sole Director or Last Remaining Director

For the purpose of appointing a new director, in the event of the office of a sole director or the last remaining director of the company being vacated, the secretary shall, as soon as practicable, call a meeting of the next of kin, other personal representatives or a meeting of members, as the case may be.

The secretary shall be entitled to be indemnified by the company in relation to any reasonable reasons and expenses of the meeting so convened.

Requirement to register with Registrar

New Requirement for ALL Secretaries to register with Registrar:

Any person who is qualified and desires to act as a secretary must register with the Registrar before he/she can act as a secretary.

Once registered, a practicing certificate will be issued.

Transitional period; Within 1 months from the commencement of the Act, existing secretaries are required to be registered.


PROVISIONS AFFECTING AUDITORS


Requirement of an Auditor

Every company is required to have at least one auditor

Auditors must be approved by MOF

Qualification for appointment as company auditor is similar to CA 1965 except:

Indebtedness not exceeding RM25,000

Recognition of audit firms registered as LLP:

The appointment of a firm in the name of LLP will take effect as appointment of partners and employees who are approved company auditor at the time the appointment or later as auditors of a company


APPOINTMENT AND TERMS OF OFFICE


Appointment of auditors of a private company

The registrar has the power to exempt certain categories of private companies from having to appoint auditor

Terms of office of a private company

An auditor ceases office thirty days from the circulation of the financial statements unless he is reappointed

Appointment of auditor of a public company

From one AGM to the next AGM

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

Attendance where financial statements are laid

Auditors or his representative must attend the meeting where the financial statement of the company is being laid.

To respond to any question relevant to the audit of the financial statements
Mandatory for public companies

In cases of private companies, only becomes mandatory when requested by the company.


MEETINGS AND DECISION MAKING


WRITTEN RESOLUTIONS

Provisions relating to written resolutions are only applicable to private companies.

The required percentage to pass a resolution will be similar as though the resolution would be passed at a meeting of members.

MEMBERS’ POWER TO REQUIRE CIRCULATION OF WRITTEN RESOLUTION

Members having a total of 2.5% voting rights or 50 members who have right to vote and for companies not having a share capital, members having a total of 2.5% voting rights, to be allowed to a statement to demand, alter or add items into the AGM’s Agenda.

However, the company has the option not to circulate the statements if they are frivolous, vexatious or defamatory and if such statement is not in the best interest of the company.

MEETINGS AT MULTIPLE VENUES

A company may hold meeting at more than one venues

Using any technology or method that enables members of the company an opportunity to participate and exercise their right to speak and vote at the meeting.

Main meeting venue shall be in Malaysia where the chairperson is present.

COMPLIANCE REQUIREMENTS ANNUAL RETURN

De- coupling of the requirement to lodge audited financial statements

Must be lodged within 30 days of the anniversary of the company’s incorporation date.

Company may submit a “non-change” annual return when there is no change since the last annual return was filed.

Failure to lodge more than 3 consecutive years is a ground for striking off

Duty to lodge financial statements and reports with the Registrar

In the case of private company, financial statements are to be lodge within 30 days from the time the financial statements were circulated to members.

In the case of public company, within 30 days from its AGM.

Advantage of No Constitution

Sec. 31(3) – If a company has no constitution, the company, each director and each member shall have the rights, powers, duties and obligations as set out in this Act.

Advantages:
 No requirement to have objects clause
 No requirement to have AGM
 No requirement for directors to retire by rotation
 No share capital clause

Methods of holding Board Meetings

Clause 6. A meeting of the Board may be held either-

a) By a number of the directors who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or

b) By means of audio, or audio and visual, communication by which all directors participating and constituting a quorum can simultaneously hear each other throughout the meeting

Director’s Resolution in Writing

Clause 15. A resolution in writing, signed or assented to by all directors then entitled to receive notice of meeting of the Board, is as valid and effectiveness as if it had been passed at a meeting of the Board duly convened.

Clause 16. Any such resolution may consist of several documents, including facsimile or other similar means of communication, in similar form and each document shall be signed or assented to by one or more directors.

Clause 4. A notice of meeting the Board shall be sent to every director who is in Malaysia, and the notice shall include the date, time and place of the meeting and the matters to be discussed.

Clause 5. An irregularity in the notice of a meeting is waived if all directors entitled to receive notice of the meeting attend the meeting without objection to the irregularity.

New Obligation

Sec.57 – a register of directors shall contain the particulars of a director relating to his name, residential address, service address, date of birth, business occupation & identification.

Sec.2 – “Service address”, in relation to a director, means an address, electronic or otherwise, provided to the company to which any communication may be sent;

Death of Sole Director

Sec. 209(3) – For the purpose of appointing a new director, in the event of the office of a sole director or the last remaining director of the company being vacated due to the circumstances referred to in paragraph 208(1)(d), (e), (f) or (g), [disqualified by Court, becomes of unsound mind, dies or vacates according to the constitution] the secretary shall, as soon as practicable, call a meeting of the next of kin, other personal representatives or a meeting of members, as the case may be.

Company Secretary

Sec. 238 (1) – A person shall be disqualified to act as a secretary if he is an undischarged bankrupt; he is convicted in or outside Malaysia of offences in Sec. 198 or he ceases to be a holder of a practicing certificate (PC) issued under Sec. 241

Sec. 238(2) – If the Registrar is of the opinion that a person has failed to act honestly or use reasonable diligence in the discharge of his duties as a secretary, the Registrar may require the person to show cause why his PC should not be revoked or why he should not be disqualified


Accounting Records And Company Auditors


Company Law In Malaysia


Power of Companies in Malaysia


FAQ About Company Law In Malaysia


Company Statutory Records And Annual Returns


Articles of Association


Memorandum And Articles of Association

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