It is an offence under section 591 of the Companies Act 2016 to make or authorize the making of a statement that a person knows is false or misleading and that person may be liable, upon conviction, to imprisonment for a term not exceeding ten years or to a fine not exceeding RM 3 Million or to both.
In the case of a corporation, be liable to a fine not exceeding three million.
In the case of officer of the corporation, he liable to imprisonment for a term not exceeding ten years or a fine not exceeding three million ringgit or to both.
Section 549: Power Of Registrar To Strike Off Company
Notwithstanding any provision in this Act, the Registrar may strike a company off the register, if :-
(a) The company is not carrying on business or is not in operation.
(b) The company has contravened this Act
(c) The company is being used for unlawful purposes or any purpose prejudicial to or incompatible with peace, welfare, security, public interest, public order, good order or morality in Malaysia.
(d) In any case where the company is being wound up and the Registrar has reasonable cause to believe that-
(i) No liquidator is acting
(ii) The affairs of the company are fully wound up and for a period of six months the liquidator has been in default in lodging any return required to be made by him
(iii) The affairs of the company has been fully wound up under a winding up by the Court and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the company.
Section 68: Duty To Lodge Annual Return
(1) A company shall lodge with the Registrar an annual return for each calendar year not later than thirty days from the anniversary of its incorporation date.
(2) The requirement under subsection (1) is not applicable to a company in the calendar year which it is incorporated.
(3) The annual return of a company shall contain the following particulars:
(a) The address of its registered office.
(b) The nature of its business.
(c) The address of the places where its business is carried on including branch, if any.
(d) The address at which its register of members is kept, if not kept at the registered office
(e) The address at which its financial records are kept, if not kept at the registered office.
(f) In the case of a company with a share capital the summary of its shareholding structure including debentures.
(g) The total amount of its indebtedness.
(h) The particulars of directors, managers, secretaries and auditors.
(i) The list of its member.
(j) Such other information as the Registrar may require.
(4) The Registrar shall have the power to determine the form and manner in which the annual return is to be lodged.
(5) The annual return shall be signed by a director or secretary of the company.
(6) If the particulars required under subsection (3) are unchanged from the last preceding annual return, the company shall be allowed to lodge a statement signed by a director or a secretary certifying that there is no change in any of the matters stated from previous years.
(7) A public company which has more than five hundred members and provides reasonable opportunities and facilities for a person to inspect and take copies of its list of members and its particulars of shares transferred need not comply with the requirement under paragraph (3)(i) if it is included in the annual return-
(a) A certificate by the secretary that the company is of a kind to which this subsection applies and
(b) A list showing the prescribed particulars of the twenty largest holders of each class of equity shares.
(8) The Registrar may strike a company off the register as provided in section 549, if the company fails to lodge an annual return for three or more consecutive years.
(9) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding fifty thousand ringgit and in, the case to continuing offences, to further fine not exceeding one thousand ringgit for each day during which the offence continues after conviction.
Section 293: General Rules On Voting
(1) Unless otherwise provided in the constitution-
(a) In the case of a company having a share capital-
(i) On a vote on a written resolution, every member shall have one vote in respect of each share or stock held by him.
(ii) On a vote on a resolution on a show of hands at a meeting, every member shall have one vote
(iii) On a vote on a resolution on a poll taken at a meeting, every member shall have one vote in respect of each share or stock held by him
(b) In the case of a company not having a share capital, every member shall have one vote.
(2) Notwithstanding paragraph (1)(a), no member shall be entitled to vote at a meeting unless all calls or other sums presently payable by the member in respect of shares in the company has been paid.
