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FUNCTIONS OF COMPANY REGISTERED OFFICE
Every company registered in Malaysia needs to have its registered office address to store the company’s statutory documents, statutory books and files. The registered office also serves as a place of business between the company’s directors, shareholders of the company, the public with the company secretary.
The address of the registered office is important as it serves for correspondence, information and data storage of the company. We provide registered office address for every company registered under us.
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The registered office of the company is an important intermediary between the company and the Companies Commission of Malaysia and other government bodies, government agencies and statutory bodies as well as private parties to surrender their documents to the company from time to time. The Director of the Company shall notify the Registrar of any change of the address of his registered office as in section 47 of the Companies Act 2016 subsection (3) within fourteen days from the date of the changes.
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SECTION 46 OF THE COMPANIES ACT 2016: REGISTERED OFFICE AND OFFICE HOURS.
(1) A company shall at all times have a registered office in Malaysia to whom all forms of communication and notice may be addressed.
(2) The registered office shall be open and accessible to the public during ordinary business hours.
(3) The Registrar shall be notified of any change in the address of the registered office within within fourteen days of such change.
(4) 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.
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SECTION 47 OF THE COMPANIES ACT 2016 : DOCUMENT TO BE KEPT AT REGISTERED OFFICE
(1) A company shall keep a its registered office-
(a) Notice of registration issued under section 15
(b) The constitution of the company if any;
(c) Certificates given under this Act or corresponding previous written law, if any;
(d) All registers, books, records and documents as required under this Act.
(e) Minutes of all meetings of members and resolution of members;
(f) Minutes of all meetings and resolution of the Board and committees of the Board.
(g) Copies of all written communications to all members or all holders of the same class
of shares;
(h) Copies of all financial statements and group financial statement.
(i) The accounting records of the company required under section 245;
(j) Copies of all instruments creating or evidencing charges as required under section
357;and
(k) Such other documents required to be kept by the Registrar.
(2) Any document referred to in subsection (1) other than documents referred to in
paragraph (1)(f), may be kept at a place other than at the registered office of a company
provided notice to that effect has been given to the Registrar.
(3) The company shall notify the Registrar of any changes to the address of the palace
referred to in subsection (1) and (2) within fourteen days from the date of such change.
(4) The company and every officer who contravene this section commit an offence and shall
on conviction be liable to a 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.
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SECTION 48 OF COMPANIES ACT 2016: INSPECTION OF DOCUMENTS AND RECORDS KEPT BY COMPANY
(1) Any document and record that is to be made available for inspection under this Act, shall be made available for inspection by any person who is entitled to inspect such document and record at the registered office of a company or any other palace allowed by this Act.
(2) A company shall provide proper facilities to enable the documents and records to be inspected.
(3) The person who is entitled under this Act to inspect the document and records referred to in subsection (1) shall be allowed to make copies or take extracts from documents and records.
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SECTION 54 OF COMPANIES ACT 2016 : PLACE WHERE REGISTER OF MEMBERS AND INDEX TO BE KEPT
(1) The register of members and index shall be kept at the registered office of the company, but-
(a) If the register and index are prepared at another office of the company within Malaysia, the register and index may be kept at that other office or
(b) If the company arranges with any person to prepare the register and index on its behalf the register and index may be kept at the office of that person at which the work is done if that office is within Malaysia.
(2) Where, by virtue of paragraph (1)(b), the register of member is kept at the office of that agent other than the company and by reason of his default the company contravenes subsection (1) or any requirements of this Act as to the production of the register, the agent shall be liable to the same penalties as if he were an officer of the company, and the power of the Court under section 585 shall extend to the making of orders against the agent and officers and servants of the agent.
(3) The company ad every officer who contravene this section commit an offence and shall on conviction, be liable to a 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.
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SECTION 57 OF COMPANIES ACT 2016 : REGISTER OF DIRECTORS, MANAGERS AND SECRETARIES
(1) Every company shall keep at its registered office a register of its directors, managers and secretaries containing, but not limited to the following particulars:
(a) In respect of a director-
(i) his name, residential address, service address, date of birth, business occupation and identification and
(ii) particulars of any other directorship of public companies or companies which are subsidiaries of public companies held by the director but it shall not be necessary for the register to contain particulars of directorships held by a director in a company that by virtue of section 7 is deemed to be related to that company.
(b) In respect of a manager and secretary, his full name, identification and residential address, business address, if any, and other occupation.
(2) For the purposes of paragraph (1)(a), if a person is a director in one or more subsidiaries of the same holding company, it shall be sufficient if it is disclosed that the person is the holder of one or more directorships in that group of companies and the group may be
described by the name of the holding company with the addition of the word “Group”.
(3) The register shall be open for inspection of any member of the company without charge and of any other person on payment of ten ringgit or such lesser sum as the company requires, for each inspection.
(4) If there is any change in the particulars of s director, manager or secretary the company shall effect the change in the register within fourteen days from the change.
(5) A certificate of the Registrar stating that from any return lodged with the registrar under this section it appears that at any time specified in the certificate any person was a director, manager or secretary of a specified company shall be admissible in evidence in
any proceedings and shall be prima facie evidence of facts stated in the certificate.
(6) The company and every officer who contravene this section commit an offence and shall on conviction be liable to a 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.
(7) In this section-
“Identification” means, in the case of any person issued with an identity card, the number of the identity card in the case of a person not issued with an identity card, particulars of passport or such other similar evidence f identification as is available.
“director” includes an alternate, substitute or local director.
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SECTION 59 OF COMPANIES ACT 2016 : REGISTER OF DIRECTORS’ SHAREHOLDINGS, ETC.
(1) A company shall keep a register showing with respect to each director of the company particulars of-
(a) Shares in the company or in a related corporation being shares in which the director has an interest and the nature and extend of that interest.
(b) Debentures of or participatory interests made available by the company or a related corporation being debentures or participatory interests in which the director has an interest and the nature and extent of that interest.
(c) Rights or options of the director or of the director and other person in respect of the acquisition or disposal of shares in, debentures of or participatory interests made available by the company or a related corporation and
(d) Contracts to which the director is a party or under which he is entitled to a benefit being contracts under which a person has a right to call for or to make delivery of shares in, debentures of or participatory interests made available by the company or a related corporation.
(2) A company need not disclose in its register any particulars of shares of director’s interest in a wholly owned subsidiary of a company which is deemed to be a related corporation under section 7.
(3) A wholly-owned subsidiary company shall be deemed to have complied with this section in relation to its director if the particulars required by this section are shown in the register of the holding company.
(4) A company shall enter in its register in relation to the director the particulars referred to in subsection (1) including the number and description of shares, debentures, participatory interest, rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests, rights or options acquired or contacts entered into after he became a director within three days after receiving notice from a director under paragraph 219 (1)(a)-
(a) The price or other consideration for the transaction by reason of which an entry is required to be made under this section and
(b) The date of-
(i) The agreement for the transaction or if it is later, the completion of the transaction or
(ii) Where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.
(5) A company shall enter in its register the particular of the change referred to in notice under paragraph 219(1)(b) within three day after receiving the notice from the director.
(6) A company is not deemed to have notice of or to be put upon inquiry as to the right of a person to or in relation to, a share in, debenture of or participatory interest made available by the company.
(7) The Register shall be open for inspection by a member of the company without charge and by any other person on payment of twenty ringgit or such lesser amount as the company requires.
(8) Any person may request a company to furnish him with a copy of its register or any part of its register on payment of twenty ringgit and the company shall send the copy to that person within twenty-one days or such longer period as the Registrar thinks fit from the
day on which the request is received by the company.
(9) The Registrar may, at any time in writing, require a company to furnish him with a copy of its register or any part of its register and the company shall furnish the copy within seven days from the day on which the requirement is received by the company.
(10) A public company shall produce its register to all persons attending the meeting at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting.
(11) In this section-
(a) A reference to a participatory interest is a reference to an interest within the meaning of the Interest Schemes Act 2016.
(b) A reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interest includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debentures or participatory interest or an interest in a share, debentures or participatory interest, and
(c) A reference to a director shall be include the spouse of a director who is not a director of the company and a child of a director, including adopted child or stepchild who is not a director of the company and the interest of the spouse or child shall be treated as the interest of the director in the shares or debentures of the company after he the relevant facts have come to the director’s knowledge.
(12) Section 8, except for subsections (1) and (3), has effect in determining whether a person as an interest in a debenture or participatory interest and in applying those provisions, a reference to share shall be read as a reference to a debenture or
participatory interest.
(13) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding ten years, or to both and, in the case of a
continuing offence, to a further fine not exceeding one thousand ringgit for each day during which the offences continues after conviction.
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SECTION 30 OF THE COMPANY ACT 2016: PUBLICATION OF NAME.
Every director and officer of the company shall be mindful of complying with the Companies Act 2016 regarding displaying the name of the company and having the address of its registered office in Malaysia. Please read the information provided below.
(1) A company must display its registered name and company registration number at-
(a) its registered office;
(b) every place where his business is carried on; and
(c) every place where its books are kept
(2) A company shall disclose its registered name and company registration number on-
(a) its business letter, notices and other official publications, including in electronic form;
(b) its website;
(c) its bill of exchange, promissory note, endorsement and order forms;
(d) cheques purporting to be signed by or on behalf of the company;
(e) order invoices and other demands for payment, receipts and letters of credit purporting to be issued or signed by or on behalf of the company; and
(f) all other forms of its business correspondence and documentation.
(3) The Registrar shall determine the manner a registered name is to be displayed or disclosed by a company.
(4) For the purpose of subsection (2), where a company changed its name under section 28 or 29, the former name of the company shall appear beneath its presend registered name for a period of not less than twelve months from the date of change.
(5) The Company and every officer who contravene this section commits an offense.
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ABOUT REGISTERED OFFICE
The registered office is one of the services offered by our Company Secretary Firms to meet the criteria required by the Companies Act 2016 for each company registered with the Companies Commission of Malaysia and it serves as the registered office address and registered office for the purpose of submission, acceptance and storage of the statutory documents after being lodged with SSM, LHDN and other government agencies from time to time.
The registered address fee is RM 60.00 per month equivalent to RM 720.00 per annum and is payable by the company after the invoice is issued within 14 days from the date of invoice.
Our Company Secretarial Company reserves the right to terminate a registered address service with a company that fails to pay the fee as directed.
