FAQ

What are the questions on CA2016 that’s bugging your mind ?

With a wide spectrum of audience, Li Chen & I will be looking on ways to optimise our Q&A session during our upcoming Live Webinars.

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A lot of questions are repeats and it’s redundant to continue on repeating the same answers for the same questions over and over again. In fact, Li Chen has covered A lot of answers in our previous training Fundamental of CA2016.

Click below button to see a list of questions that we’ve compiled

Compilation of FAQ

 

We will not be responsible if you feel that you "can't catch up" during our upcoming live webinar sessions ya ? As you can see in the Compilation of FAQ button, we are not going to repeat the questions in spreadsheet tab "Fundamentals of CA2016" ...

I am so sorry for being the DEVIL who never wear Prada here ya ?

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We are here to help serious practising professionals & company directors who wish to master CA 2016 in the fastest way possible.

We have many paid & serious participants attending our live webinar sessions.

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186 Comments

  • Evanna

    Reply Reply February 3, 2017

    Submit on behalf of SP

    Dear Evanna

    The client insists to have the registered office at their office and all other documents (except the minutes of all meetings and resolutions of the Board, copies of all financial statements and group financial statements and the accounting records required under Section 245) to be kept at the secretary’s office.

    Can you please provide a sample notification to be lodged to SSM?

    BTW, can you please ask Ms. Mah for a sample member written resolution accompanied by a statement informing the procedure for signifying agreement to the resolution?

    Thanks & Regards
    SP

  • Evanna

    Reply Reply February 3, 2017

    Submit on behalf of Jenny,

    I have a Company incorporated on 20.8.2015. Year end fixed on 31.10.2016.
    Under the old Act, the 1st AGM should be 19.2.2017.

    Now under the New Act, I do not have to file the annual return to SSM as there is no need AGM on 19.2.2017.

    I only need to file an annual return on 20.8.2017 (anniversary date) and file in the audited accounts on 30.4.2017 (6 months after year end). Its that correct?. Will I be penalise for not filing the annual return & audited accounts on 19.2.2017?.

  • Evanna

    Reply Reply February 3, 2017

    Submitted on behalf of Tan

    R all the forms such as F49 in the CA 2016 same as the CA 1965? As 1 local director take effect many foreigners clients will resign 1 nominee director.

  • WONG WEE CHIT

    Reply Reply February 3, 2017

    Hi Evanna,

    Would appreciate if you could provide us a sample on Company Constitution as I need to incorporate a company by next week.

    Thank you

    Best Regards,
    Wee Chit

    • Evanna

      Reply Reply February 3, 2017

      Yes
      Li Chen will provide

      • Julia Wong

        Reply Reply February 8, 2017

        Hi Evanna,

        May I know roughly when can I get it? As I need to refer as a guide to incorporate a company.

        Thank you 🙂

  • Evanna

    Reply Reply February 3, 2017

    On behalf of Tee …

    If I get it correct at Training #6, for transfer of shares need to update SSM. How to go about it? Is it over-the-counter lodgment and what form to use?

    Where can I get the template for Surat Iringan for lodgment of documents to SSM.

    For declaration of dividend, there is a need of the solvency test. Where can I get the sample for signatures of the directors.

    Could you include the procedure to allot shares with no par value. How to determine the price of the shares to be allotted and what additional documents needed to prove the pricing.

  • Evanna

    Reply Reply February 4, 2017

    On behalf of Junior Tan

    I have a query regarding the recent New Company Act 2016. Since it just implemented on 31 Jan 2017, and a lot of section change compare to the old Act, may I know that, when, and how the financial statement (director report, statutory declaration, and other which mentioned the company act in the audit report) should be amended?

  • Phyllis Tang Meng Lee

    Reply Reply February 4, 2017

    Under the new companies act, since there is no nominal value, If existing paid up capital of a company is 2 shares of Rm2/- and need to increase 1 additional share at RM 2/-, so is it right to phrase the paid up capital of the co as now stands at 3 ordinary shares of RM4/-?

  • Joyce Lau

    Reply Reply February 5, 2017

    Can I maintain the current M & A, however there is a need to address the capital clauses and meeting, resolution etc;
    Can I do amendment on certain clauses , example amending holding AGM, quorum (now is one?) and also Circulars resolution that requires all directors/majority (now only one).
    If I select to do this amendment article, how do I go about it, submit my Form 11 on line in MYcoID or manual over the counter (assuming the same 21 days notice apply)
    Thank you

  • Isaac

    Reply Reply February 6, 2017

    If a company has an existing M&A, do we now change the way we call it i.e. :-

    – change the cover page of the M&A to now call it the Constitution of the Company for purposes of CTC and records
    – for directors’ resolutions, instead of “pursuant to Article 3(d) of the Company’s Articles of Association”, we change that to “pursuant to Article 3(d) of the Company’s Constitution”

  • WENDY TEOH

    Reply Reply February 6, 2017

    Re : Interim Dividend

    Scenario as follows:

    Company background

    A family owned business with a single corporate shareholder (ABC Sdn Bhd) held by a Trustee Company (family trust set up by this family).

    Co. to pay an interim dividend year 2017 to ABC Sdn Bhd (the single corporate shareholder)

    a) RM1,200,000.00, every month pay RM100,000.00 x 12 months, pay date 28thevery month.

    b) MYR 384,392.59 , one-time payment on 27 Jan 2017.

    Company has a retained earnings of more than RM2 million as at 31/12/2016 from the management account.

    Dividend 2 above and 1st instalment of Dividend 1 have no problem as they would “have been paid out” before 31/01/2017.

    For Dividend 1, will the subsequent 11 months instalments affected by CA2016? The solvency test is only applicable at the time when they declare a total interim dividend of RM1.2m (before 31/01/17) OR test should be continUous every month before the monthly pay out?

    How can the company prove that they have done a solvency test (as Solvency Statement is not required for declaration of dividend) ? Proof to be shown in what kind document or statement?

    May I also request for some sample resolutions/working papers/supporting schedule/statement/declaration to ensure this exercise is done properly?

    Thank you.

  • Teh

    Reply Reply February 6, 2017

    In the annual return form, please explain “Particulars of additional branches of business (if any) for a sendirian berhad”. If a Company selling shoes in KL in his own shop and have another outlet under the same name in a shopping complex. Is the outlet considered a branch?.

  • Wong Yee Leng

    Reply Reply February 6, 2017

    Do we need to lodge the notification under Sec. 47(2) & 58 in regards to the following:-

    a) Sec. 47(2) – to notify that the accounting records or other documents as required under this act are not kept at the registered office?

    b) Sec. 58 – to notify the service address of the existing director?

    Please advice as the filing deadline is on Feb 14, 2017.

  • lpoh

    Reply Reply February 6, 2017

    Dear Ms. Evanna,

    Gong Xi Fa Cai!

    Under CA 2016, it states that “30 days from date of circulation of audited financial statements” should lodge to SSM. May I know what it means “30 days from circulation date”, will it be counted from the approval date of the accounts? or else?

    Thanks.

  • KATHERINE

    Reply Reply February 6, 2017

    When is the deadline for filing audited accounts? For example, YE 30-09-2016.
    6 months after the year end will be 30-03-2017 or 31-03-2017?). Will this mean last day for filing audited accounts is 30-03-2017 or 31-03-2017 or giving grace period 30-04-2017? (like last time). Which is the last date of filing?

    Thanks.

  • George Tan

    Reply Reply February 6, 2017

    Can we convert an existing Private Exempt Company (Sdn. Bhd.) to a Single Director Company ? I think we can but just need to know where to look for these procedures if any. Thanks.

  • Choo

    Reply Reply February 6, 2017

    Duty to lodge annual return
    S68(3)(e) requires the address at which its financial records are kept, if not kept at Registered Office.
    Q: how do you define “financial records”? Is it the same as “accounting records required under Section 245”?

  • Evanna

    Reply Reply February 7, 2017

    Post on behalf of Ms Lau

    Dear Evanna,

    May I trouble you to forward my inquiries to Li Chen as I need to seek her clarification on the following matters:-

    1. For ordinary resolution to be passed by members, is there any provision regarding notice period required if it is to be passed at a general meeting?

    2. Pursuant to Section 307 (ie. proposed resolution will lapse if it is not passed before the end of 28 days from the circulation date), will it have any effect to those resolution proposed by the Board? My understanding is this requirement only applies to those resolution requested by members.

    3. Section 293 (1)(a)(i), vote on a written resolution, every member shall have one vote for each share held.
    Q: If there are 2 members (A and B holding 80% and 20% of shares respectively), A approves the special resolution but B disagrees and refuses to sign. Can the members’ written resolution be passed?

    4. Section 291 (1) (b), ordinary resolution means a resolution passed by a simple majority of more than half of such members who are entitled to vote on a written resolution.

    Q1: If there are 3 members (X, Y, Z each holding 60%, 30% and 10% of shares respectively), can a written resolution be passed if it is signed by Y and Z only?

    Q2: “simple majority of more than half of such members” is referring to number of members or percentage of shareholding?

    Hope to receive Li Chen’s or your reply at your earliest convenience.

    Thanks and regards,
    Ms. Lau

  • Evanna

    Reply Reply February 8, 2017

    Post on behalf of Tan

    For new incorporation under new Act, do we still need to pay rm1000 to ccm? Anyone has done incorporation so far?

  • Michelle Tan

    Reply Reply February 8, 2017

    How do we disclose the share capital of the company if there were share premium prior to CA2016?
    old: 100 shares of RM1.00 each (*premium of RM1 not disclosed- only appear at Form24)
    now: RM200 of 100 shares?

  • Ng

    Reply Reply February 8, 2017

    ABC Sdn Bhd was incorporated on 26 February 2014. The company’s anniversary of incorporation date in 2017 is on 26 February 2017, is it correct that the company must file an annual return not later than 30 days from 26 February 2017 ? the first day should count from 26 February or 27 February ?

  • Evanna

    Reply Reply February 8, 2017

    Submitted on behalf of Saw

    I need your favour urgently. Can you please help me to check with Ms Mah Li Chen the following: –

    1. Do we need to file in the following within 14 days (from the effective date of Companies Act 2016 i.e. 31st January 2017) together with filing fees of RM100/-
    per document ?

    47(2) Notification where registers or records are not kept at the registered address
    47(3) Notification of change in the address where registers or records are not kept

    2. Item 48 under Companies Act 2016, Companies Regulations , ScheduIe (Regulation 8) Fees, what are the lodgement of any documents relating to the Company not specifically mentioned in this schedule refer to ?

    We try to call SSM but no person answer the call. So, hope you can help to find out with Ms Mah soonest possible.

    Thanks a lot a lot.

  • Angelina

    Reply Reply February 8, 2017

    Dear Evanna/Li Chen

    Q1 – The new form on changes in particulars of directors/managers/cosec will not show the information of the rest of the unaffected information. As such, in future, how to certify Form 49 or its equivalent when all the information would not be in one form?

    Q2 – AFS 31/8/16 has been tabled at AGM held on 27/1/17 and AR made up to 27/1/17 will be lodged soon. The anniversary date of co is Aug 1. Does the co still need to prepare another set of AR dated 1/8/17 to be filed?

    Q3 – Service contract of PLC directors and its subsidiaries have to be kept at the registered office or if kept elsewhere, then to file a notification to Registrar. This service contract is compulsory to be prepared for all directors (incl non-ED)? How about the directors’ fee portion – to state subject to shareholders’ approval in the contract? For service contract with PLC subsidiaries, the contract is to be kept at the registered office of the subsidiary OR to also keep at the holding co registered office as well.

    Thank you very much 🙂

    • TAN KATHERINE

      Reply Reply February 10, 2017

      Hi, Why all the questions posted, I don’t see answers and replies?

      • Evanna

        Reply Reply February 11, 2017

        R u able to login? Will find some Answers r there

        • TAN KATHERINE

          Reply Reply February 16, 2017

          How? I still couldnt find where to read the answers for all these questions. Please help ya. Thanks.

          • Evanna

            February 17, 2017

            we will have another live webinar on 21 Feb 10am to answer questions ya ? I will send out registration link soon …

            tqvm for your patience

  • lim yong kiaw

    Reply Reply February 8, 2017

    can a foreign co. (private limited or partnership / sole-proprietor consider as a legal person to form a one-person sdn. bhd. in Malaysia ?

  • TEH SHING WEE

    Reply Reply February 8, 2017

    Hi Ms. Mah / Ms. Evanna..

    Can I request templates for both directors’ & members’ resolution? Also, how abt complete procedure and templates for share allotment and share transfer?

    Also, how to do amendment for current M&A?

    Thanks in advance.

  • Ng

    Reply Reply February 10, 2017

    (i) According to Section 278 of Companies Act 2016, the company is required to notify to the registrar within 14 days from the resolution passed. However, there is no prescribed form for notice of removal of Auditor in SSM website. So what should I do?

    (ii) To transform the existing M&A to constitution according to Companies Act 2016, shall we retain the subscribers’ declaration part in the constitution? How to insert the subscribers’ part if we delete the entire M&A and substitute with a new constitution?

    (iii) What should be the date of Resolution? First date of circulation or last date of the Resolution signed by the Directors/Members?

    (iv) Under the CA 2016, a company is no longer required to state its authorized capital. If the Company want to increase its paid up capital, can the Company exceed the Authorised Share Capital as stated in the M&A?

    iv) Section 306 of CA 2016 states that:-
    A member signifies his agreement to a proposed written resolution when the company receives from him an authenticated document:-
    (a)identifying the resolution to which it relates; and
    (b)indicating his agreement to the resolution.

    What is the authenticated document refer herein? Did we need to add in the wording to indicate the agreement of Members on the Circular Resolutions?

  • Ng

    Reply Reply February 10, 2017

    Dear Ms Evanna/Ms Mah,

    Under the CA 2016, there is no more requirement for private Company to hold AGM, for the existing Company, did the Company still need to hold AGM?

    Thanks

  • Ng

    Reply Reply February 10, 2017

    For allotment of shares to increase paid-up capital, we file Form 24 and Form 11 to SSM under CA 1965.

    Under CA 2016, as per SSM Practice Directive 1/2017, we should file form section 78 for allotment of shares electronically via MyCoID, Other than this electronically filing, what other forms are required to be lodged with SSM? How about form equivalent to Form 11?

  • Evanna

    Reply Reply February 11, 2017

    Posted on behalf of Chan

    Thank you very much. You all are really working very hard to make it easy for us to learn the CA2016.

    Like now we are working hard at our office trying to comply with the immediate requirements of the Companies Act 2016 and to plan ahead, we actually need very quick answers /recommendations to get the work done.

    I don’t have the luxury of time to wait for the next Q& A session to get it resolved. It’s be great if we can get instant answers & solutions to urgent questions posted in a Urgent whatsapp chatroom or other form of instant communication with the guru of CA advising us together people who may wish to contribute and share their experiences.

  • Choo

    Reply Reply February 11, 2017

    My client opts to have annual general meeting and his company adopts Table A. Article 46 of Table A states that “all business shall be special that is transacted at an EGM, and also all that is transacted at an AGM, with the exception of declaring a dividend, the consideration of the accounts, balance sheet, and the report of the directors and auditors, the election of directors in place of those retiring, and the appointment and fixing of the remuneration of the auditors.”
    The accounting year ended is 31st August 2016.
    Q1 : The AGM to be held on 28/2/2017 and notice of AGM to be issued on 13/2/2017.
    If the notice of AGM were to be sent out without the audited accounts and the accounts to be circulated to those members attending AGM during the AGM and to be posted to those absent members, is there any infringement of Companies Act 2016?

    Q2: The AGM to be fixed at 15/3/2017 and notice to be issued on 28/2/2017. Notice being sent together with the audited accounts. (The date of AGM not more than 15 months after the holding of the last preceding AGM). Again, is there any infringement of Companies Act 2016?

    Appreciate your advise.

  • Choo

    Reply Reply February 11, 2017

    Company A is a wholly owned subsidiary of its holding company and the Company’s article provides that 2 members personally present shall be a quorum.

    Now without provision of Section 147(6) of CA1965 and if the Company did not amend its constitution, how should the Company calls its AGM? Can the Company convene its AGM by Members written resolution or must it convene its AGM by sending out notice and having an AGM to be attended by a representative?

    Section 328(1) of CA2016 states that “in case of a company having only one member, one member personally present at a meeting shall constitute a quorum.”

    Appreciate your views on the above matter.

    Thank you.

    • Evanna

      Reply Reply February 11, 2017

      Wow, so late Chap Goh Mei oSO posting questions

      OK OK, will post to Li Chen next week when we meet

  • WENDY TEOH

    Reply Reply February 12, 2017

    Sec 57(1)(a)(ii) required disclosure of a director’s directorship in public co and its subsidiaries.

    However, Section A Form sec58 (amended set) requires disclosure of of directorship in Private Co which is NOT a subsidiary of a public company of which he is appointed as a director.

    Whereas Section B requires disclosure for Private Co which IS a subsidiary of a public company.

    Is there a mistake in Sec A? Or do we have to disclosure a director’s directorship in ALL private companies?

    Thank you.

  • WENDY TEOH

    Reply Reply February 12, 2017

    For fixing of first FYE, it used to be guided by either 6 months from FYE or not later than 18 months from DOI under CA1965.

    Under CA2016, can a company fix its 1st FYE almost 18 months (as clients always try to stretch as long as possible to save audit fee) and has a period of 6 months to circulate the AFS?

    Thank you.

  • eyvonne

    Reply Reply February 13, 2017

    1) is that means any event before 31/1 2017, procedure to file with SSM still the same?

    2) will you give sample of resolution for lodgement of Annual return/Financial statements in several scenario?

    3) ABC Sdn Bhd, Date of Incorporation: 22.7.2013, FYE 31.8.2016, last AGM
    28.2.2016, please propose AGM date to be held and Annual return to be file with SSM.

    Thank you.

  • Ivy

    Reply Reply February 13, 2017

    Hi Ms. Evanna / Ms. Mah

    Please confirm for S.201 – DECLARATION BY A PERSON BEFORE APPOINTMENT AS DIRECTOR, OR BY A PROMOTER BEFORE INCORPORATION OF CORPORATION, the form does not require Director to sign before a commissioner for oath. Do we still need to send this form to Insolvency Department? Do we need to do bankruptcy search online?

  • WENDY TEOH

    Reply Reply February 14, 2017

    Dear Ms Mah /Evanna,

    This company has commenced members’ voluntary winding up and there are two(2) members and one of the member is also the liquidator of the company. The liquidator now wish to have final meeting to conclude the affairs of the company but one of the member (not the liquidator) passed away last week. Pursuant to Section 459(4) of CA, 2016, can the liquidator still call the final meeting by advertisement as usual procedure even there have no quorum and accordingly submit the relevant Form 69 with the remarks of the meeting was not attended by the necessary quorum?

    Thank you.

  • Ng

    Reply Reply February 14, 2017

    Dear Ms Evanna/ Ms Mah,

    The lodger information in the prescribed form provided by SSM require us to fill in the Name and IC, isn’t the documents must be lodge by individual?

    If there are joint secretaries, isn’t only one person can be appointed as the lodger? If so, all the documents of the Company to be filed by the secretary who is appointed as lodger. What if the secretary is not around, can other secretary lodge the documents?

    Thanks.

  • Evanna

    Reply Reply February 14, 2017

    Posted on behalf of Tan PC

    Hi , For existing Sdn Bhd with M&A and is not repealed, is it fine for me to name Art 3 (d) for example in the Co’s DRIW?

  • Evanna

    Reply Reply February 15, 2017

    Posted on behalf of Jennifer

    Dear Sir/Madam,

    Para 5(4)(c)(ii) of the Ninth Schedule of the Companies Act 1965 (“CA 1965”) provides “where consolidated accounts are not submitted or where the consolidated accounts do not deal with a subsidiary of a company, there shall be annexed to the accounts of the holding company, the accounts of each subsidiary, the accounts of which are not consolidated with those of the holding company. Such accounts shall be accompanied by the auditor’s report thereon”.

    Para 5(4)(a) of the Ninth Schedule to CA1965 and MFRS 127 “Consolidated and Separate Financial Statements” provide exemption from preparing consolidated accounts if the results of the company is incorporated in the consolidated results of its holding company in Malaysia.

    Questions:-

    (1) Given that the requirements under Para 5(4)(c)(ii) and 5(4)(a) of the Ninth Schedule of CA 1965 are not provided in the Companies Act 2016 (“CA 2016”), does that mean an intermediate holding company (which is exempted from preparing consolidated accounts under MFRS 127) is not required to annex a copy of its subsidiary’s accounts together with a copy of its accounts for filing to CCM so long as its holding company in Malaysia is preparing a consolidated accounts.

    (2) If the FYE of a company is 31 December 2016, which requirement is applicable to the company, CA 1965 or CA 2016?

    I should be obliged if you could kindly enlighten my understanding on the above.

    Regards

    Jennifer

  • Liew

    Reply Reply February 15, 2017

    Dear Ms Evanna/Ms Mah

    1. As the requirement to state authorised share capital is removed, would that mean that under the new Companies Act 2016 a private company can issue and allot shares without referring to its last recorded authorised capital?

    2. Is Section 141 of the new Companies Act 2016 required only the substantial shareholders of public listed companies to lodge the designated form under this section to SSM?

    Are the substantial shareholders also required to submit the notification under Sections 137 to 139 to SSM as well?

    Thank you.

  • Agnes Tan

    Reply Reply February 16, 2017

    If there is a change in the nature of business during the financial year, do we need to notify SSM of the change? If yes, what forms need to be filed to SSM?

  • C

    Reply Reply February 16, 2017

    If during incorporation, director decide not to have constitution but half yr later or even one month later, director wants the constitution, we can then set the constitution right ?

  • WM

    Reply Reply February 16, 2017

    For Directors’ Circular Resolution, we used to use the following wordings:-
    1. Article 90 of Company’s Articles of Association
    2. Regulation 90 of Table A of Fourth Schedule of the Companies Act, 1965.

    Under the new act, how would the above wordings be changed?

  • TAN KATHERINE

    Reply Reply February 16, 2017

    For companies year ending 31-12-2016, if we are doing the audit before 31 January 2017, and the date of audit report is 20-02-2017. May I know in the audit report should we mention Companies Act, 1965 or Companies Act, 2016?

    Or it is mentioning the COmpanies Act, 2016 will start for the financial year end 31-1-2017 onwards?

    Urgently need these answers. Thanks.

  • Rebecca

    Reply Reply February 16, 2017

    In the case company incorporated under 1965:
    1. Existing company now wish to allot share , but now the company authorised share at 400k only , but wish to allot more than 400k , do i need to adopt to constitution in advance before i can allot ? or i can just make allotment straight away and submitting the notice of approval to allot share to SSM instead ?

    2. If as the case above but the company doesn’t wish to have constitution, does the company need to submit any notice to SSM ? and how to continue with the allotment ?

  • KLeng Leong

    Reply Reply February 16, 2017

    I thought that under the new Act all pte ltd companies don’t have to hold agm and there is no necessity to amend the legacy M&AA?

  • vivien

    Reply Reply February 16, 2017

    does an altered constitution need to be stamped?

  • C

    Reply Reply February 16, 2017

    For constitution which the company wants to adopt after incorporation (after few months), does the company needs to stamp the same ?

  • Tan SP

    Reply Reply February 16, 2017

    Kindly advise if the company leave the M&A as its status quo, how to state the appropriate wording in Directors’ circular resolution passed accordance to what section of CA 2016 ?

  • Nicole

    Reply Reply February 16, 2017

    Dear Ms Mah,

    I am asking on behalf of my friend. Can a company give loan to shareholders?

    Thank you.

  • EE

    Reply Reply February 16, 2017

    For companies incorporated under CA 1965, if these companies did not amend its M&A – For proceedings of Directors, we should read the existing M&A together with Third Schedule (Section 212 CA 2016)? Or to follow the existing M&A provision only.

  • EE

    Reply Reply February 16, 2017

    For companies incorporated under CA 1965 which has existing M&A, do we need to read the existing together with Third Schedule (Section 212 CA 2016)? Or reading M&A without the need to comply to said Third Schedule?

  • EE

    Reply Reply February 16, 2017

    Is it mandatory to include circulation date in the Directors’ Written Resolution for resolution which does NOT require members’ approval? Do we need to comply with S 301(2) for such resolution?

  • LoongSL

    Reply Reply February 16, 2017

    If no longer AGM for private company, and the FS can circulated to all members to read, is there a time limit for when the FS have to be circulated to all memebrs?

  • LoongSL

    Reply Reply February 16, 2017

    If a company with Auth Cap = Paid Up Cap = RM1 million and now want to increase paid up to RM4.8 million, does it require to increase the Auth Cap to RM5m under legacy MAA or just allot under CA2016 not taking into account the Auth Cap anymore?

  • Eyvonne Tan

    Reply Reply February 17, 2017

    DIRECTORS’ REPORT (OR), AUDITOR’S REPORT (AR), STATEMENT OF DIRECTORS FOR FYE BEFORE 31/1/2017

    QUESTION:

    For FYE before 31/1/2017, technically for a/cs ended before 31/12/2016 and with (DR), (AR), (SBD) dated after 30/1/2017 should we quote Co’s Act 1965 or 2016?

    Thank you.

    Regards,
    Eyvonne

  • Evanna

    Reply Reply February 18, 2017

    Posted on behalf of Tan PC:

    is it advisable to register our membership with CCM and stop renewing membership with MAICSA since it is mandatory to register with ccm?

    Is cheaper on renewal fee

  • Evanna

    Reply Reply February 18, 2017

    Posted on behalf of Shuk:

    Private Companies can opt for not holding AGM even if they do not amend the Constitution

  • Ng Wai Mei

    Reply Reply February 20, 2017

    If the company adopts Table A and chooses not to amend the M&A, will the company be still required to hold AGM?

    On the other hand, what if the Company adopts an Article (not Table A) where there is an AGM requirement, and chooses not to amend the M&A, will AGM be still required?

    TQ.

  • Kok Wai Yin

    Reply Reply February 20, 2017

    Morning, can I seek your advice if I can resign as the Company Secretary under S237(1) CA 2016 if the company currently adopting M&A(with Table A)?

    The current M&A(with Table A) is silent on resignation of secretary, as such, we can resign under S 237(1) CA2016?

    Situation:
    1. I do not have terms of appointment as secretary
    2. Cannot get DCR signed as there are 2 persons in Team A and 2 persons in Team B
    3. Cannot apply S237(2)
    4. In fact have already sent my notification to resign as secretary to SSM last year in May under CA 1965, but couldn’t submit Form 49.

    Would appreciate your reply ASAP.

  • LAU

    Reply Reply February 20, 2017

    S618(3) CA 2016 provides that a company may within 24 months use the amount standing to the credit of share premium account in several ways. If the company does not use the share premium in accordance with the ways provided, will the share premium become part of its share capital automatically at the expiration of 24 months ? Does it mean the share capital will be increased by the amount of share premium without issuing any new shares ?

  • Lau

    Reply Reply February 20, 2017

    Dear Evanna,

    I would like to check with Li Chen the followings:-

    1. Constitution – do we still need to insert the articles/provisions relating to transmission of shares and calls?

    2. May I request for a sample of Constitution of a Berhad (non-listed) company from Li Chen as reference?

    3. If a non-listed Berhad company is formed to gather funds for investment in overseas, what are the activities/events which trigger the Company to inform SC?

    4. From the above question, is there any requirement to inform SC when there is an allotment or transfer of shares in a non-listed Berhad company?

    Thank you.

  • Michelle Tan

    Reply Reply February 20, 2017

    Substantial Shareholders Disclosure (listed company)

    Given that the Substantial shareholder require to notify within 3 days after changes to shareholdings. In the event, the transfer was made on Friday and Malaysia public holiday on Monday & Tuesday (which is very common). Is it right to say that the shareholder is in breach of the Act2016 if the notification to company only made on Wednesday, being the next working day.

    How can we avoid this problem, as it would be quite impossible to ensure notification could be made on Friday night itself (any practical solutions?).

  • Yoong Her Eng

    Reply Reply February 20, 2017

    Section 58 – NOTIFICATION OF CHANGE IN THE REGISTER OF DIRECTORS, MANAGERS AND SECRETARIES

    Under the CA2016, when there is changes on register of directors/secretaries, we will only update those changes affected.

    How can we show the latest register of director/secretaries after update done?
    As in old CA we will have latest Form 49 but not in new CA.

  • Yoong Her Eng

    Reply Reply February 20, 2017

    After we file in Return on Shares Allotment, do we need to update the ROM as like after transfer of shares?

  • Ivy

    Reply Reply February 20, 2017

    Hi, may I have sample directors’ resolution with the contents for circulation of financial statements and reports?

    S251(1) and S252(1) required FS and Dir. reports to be approved by the Board. Means that we need to prepare 2 sets of DCR — first approving FS and Dir. reports and the second one to circulate the FS and reports?

    S257(2) says that copies of the FS and reports shall be sent to the last know address provided to the Company.
    Is this mean the circulation of the FS can only be done by way of post/courier? It can not be sent by email?

    Your kind assistance on the above is highly appreciated.

  • Keann

    Reply Reply February 21, 2017

    Hi,

    The question is on registered office and ordinary business hour in CA2016.
    Under previous Act, a company need not have to state registered office opening business hour in Form 44 if the registered office is open at least 5 hours a day. Can a secretarial firm change its registered office hours less than 5 hours under the new Act. How the “ordinary business hour” is defined?

    Many thanks

  • bai

    Reply Reply February 21, 2017

    do the directors rotation still applicable in PLC since in the CA 2016 the company no need to hold AGM

  • Yoong

    Reply Reply February 21, 2017

    In the Annual Return, the service address is required to fill up for directors & cosec. Is the service address merely refer to email address?

  • Michelle Ang

    Reply Reply February 21, 2017

    “333. (1) If a corporation is a member of a company, the corporation may by resolution of its Board or other governing body authorize a person or persons to act as its representative or representatives at any meeting of members of the company.”
    Q. Can the representative sign Members Written resolution too if the cert. of appointment states that he can or do we have to adhere strictly to 333 i.e. only at any meeting?

  • Kang

    Reply Reply February 21, 2017

    1) What is the procedure to submit form? i.e annual return

    2) HOw to fill in annual return as many information required in the form are not clear?

    Thanks

  • Theresa Hah

    Reply Reply February 21, 2017

    My client incorporation is 5 Aug 2015.
    First financial year period is 5 Aug 2015 to 31 Dec 2016.
    18 months due is 4 Feb 2017.

    1) 1st AR to file is under new format based on incorporation date ie. 5 Aug 2017?

    2) Does this mean that the financial statements will be circulated before 4 Feb 2017 and lodged with SSM within 30 days from circulation date ie. lodgement date latest by 4 Mar 2017

    3) Should the FS cover follow the SSM’s FAQ no. 4, 3rd version?

    Thank you.

    Regards,
    Theresa Hah

  • vivien fong

    Reply Reply February 21, 2017

    if a company adopting Table A, with enforcement of CA 2016 there will be no AGM, therefore how to go about re-election of directors, approval of directors’ fee and re-appointment of auditors.

  • Kok Wai Yin

    Reply Reply February 21, 2017

    Can I safely resign as the Company Secretary under S237(1) CA 2016 if the company is currently adopting M&A(with Table A)?

    The current M&A(with Table A) is silent on resignation of secretary, as such, can I resign under S 237(1) CA2016?

    Situation:
    1. I do not have terms of appointment as secretary
    2. Cannot get DCR signed as there are 2 persons in Team A and 2 persons in Team B
    3. Cannot apply S237(2)as the directors can be communicated
    4. In fact I have already sent my notification to resign as secretary to SSM last year in May 2016 under CA 1965, but couldn’t submit Form 49, as there was no DCR signed by Directors.

    Would it be advisable for me to send a Notice of Intention to resign as Secretary to the Directors under S237(1) and lodge a Copy to SSM under Section 237(3)(a).

    Would appreciate it very much a reply from you.

  • Eyvonne Tan

    Reply Reply February 21, 2017

    ABC office furniture SB ceased its business activities dealing in office furniture in august 2016.
    Recently the BOD wish to change its co name to ABC Holdings SB and principle activities to property investment.

    Kindly advise on the procedure for change of co name, shall the co adopt new constitution in order to alter object clause?

    Q2: FS to submit within 30 days from the day circulated to members, please advise on the following case, ABC Sdn Bhd

    Anniversary date of incorp – 21/7/2017
    FYE : 31/8/2016
    BOD: 2 persons
    Members: 11 persons
    Audited report dated 27.2.2017 (within six month from FYE-last day is 28.2.2017)

    Secretary received report from auditors on 28.2.2017, kindly advise on the manner:
    1) method of circulation and acknowledge receipt by every members keep in registered office?
    2) any resolution need to authorise secretary to perform circulation
    of report to each members (if single person limited co)
    3) do ssm request secretary to keep record on circulation of report?
    4) any grace period for submission of Annual return or annual report?

    Thank you.

  • Shu Ling

    Reply Reply February 22, 2017

    In the new form of Annual Return , SSM had removed the unregistered charge column and the word “as at the date of return” from the “Disclosure of Indebtedness”.

    In previous year, the Annual Return clearly state that the total amount of indebtedness as at the date of return, however now SSM have removed the word as at the date of return.

    As such, shall we put the amount of indebtedness as at the time when charge created or the amount of outstanding indebtedness as at the date of Annual Return?

    i.e. Company A applied for term loan of 10 million from Bank X in year 2012 and 5 million from Bank Y in year 2013. As at the date of annual return, the outstanding is as follows:-

    Bank X : 7 million
    Bank Y : 3.5 million

    What is the total indebtedness shall i disclose in the annual return?

  • Eyvonne Tan

    Reply Reply February 27, 2017

    Dear Li Chen,

    Please advise on Section D-Annual Return, service/Business address is to fill email address of each directors/secretaries or address of the particular person other business?

    Thank you.

    Regards
    Eyvonne Tan

  • Lau

    Reply Reply February 28, 2017

    1. A company has an existing legacy M&A but now to replace it with a new Constitution entirely. Can we term it as “adoption of new Constitution”?

    2. If we do away the existing object clauses to avoid ultra vires, can we replace the object clause by stating the power of the Company as per Section 21 of the Act?

    3. Are those provisions on lien and calls on shares still need to be stated in the new Constitution?

    4. Clause on Directors to approve transfer of shares

    i) Is it reasonable and acceptable to state-
    The Directors may decline to register any transfer of shares to a person “of whom they do not approve”?

    ii) Or the clause must make it clear on the reasons where the Directors may reject a transfer?

    5. Is there a requirement to state maximum number of directors in the Constitution?

    6. Can we state something to this effect that “The Company may have a minimum of one director subject to the alteration of the relevant provisions in this Constitution”?

    Thank you.

  • Yee Yu Ket

    Reply Reply February 28, 2017

    Refer to the compilation of FAQ, Line 2.

    Where does the ACT stated that a written resolution of the members under s302 shall lapse after 28 days from the first date of circulation under the Act?

  • TEH YOAN YOAN

    Reply Reply February 28, 2017

    Evanna,

    How can I download the Q&A in PDF format for easy reference ?

    Thank you.

  • Eyvonne Tan

    Reply Reply February 28, 2017

    Dear Li Chen,

    Lawyers or Bankers want co sec to certify on director’s IC Copy, please advise whether Co Act 2016 mentioned anything in this matter?

    We seek for your prompt reply, thank you.

    Yours sincerely
    Eyvonne Tan

  • Ivy

    Reply Reply February 28, 2017

    Hi Ms. Mah & Evanna

    Would like to inquire on share allotment. If client bank in on, say, 16/2/17 & share allotment to b done in Mar’17, can we do it as cash allotment or otherwise?

  • How Ming Hwee

    Reply Reply February 28, 2017

    Hi,

    Since the implementation of CA 2016, some companies incorporated earlier are still adopting the old Table A. Some of the items in the Table A are redundant as claimed in Ms Mah’s training 1 & 2, for eg AGM are only required for public companies, therefore Private companies has the option to do away without AGM. However this having AGM for a private company is stated in the Table A. Do we have to amend the company’s Constitution to drop item 43 and item 64 of Table A so that it is in align with the CA2016 or CA2016 prevails the old Table A automatically?

    thanks

  • Evanna

    Reply Reply February 28, 2017

    post on behalf of Eyvonne.

    Dear Li Chen,

    Lawyers or Bankers want co sec to certify on director’s IC Copy, please advise whether Co Act 2016 mentioned anything in this matter?

    We seek for your prompt reply, thank you.

    Yours sincerely
    Eyvonne

  • Eyvonne

    Reply Reply March 1, 2017

    Dear Li Chen,

    Please advise:

    Scenario A
    1) client do nothing on the existing M&A, is it automatically become
    company’s constitution? if yes
    2) shall we prepare DCR to approve the adoption of M&A as company’s
    constitution and lodge the said DCR to SSM for record? or DCR just file in
    MB?
    3) If form for abolition of M&A submitted,now client signed a SAP for purchase of land, SAP mentioned on affixing of common seal, Certified copy of M&A and Forms was written in SAP. Kindly advise on the following:

    a) resolution
    b) common seal
    c) M&A

    Thank you.

    • Evanna

      Reply Reply March 1, 2017

      Noted, will post to Li Chen in Q&A this Friday ya

  • Evanna

    Reply Reply March 2, 2017

    Posted on behalf of Larry

    The lodgement of annual return for exisitng private companies is 30 days after circularisation of AFS within 6 months of financial year end.

    What is the time frame for lodgement of annual return for the first year of a newly incorporation private company?

  • Cheah Bee Leng

    Reply Reply March 2, 2017

    Hi Ms.Mah,

    I would like to know if a company incorporation before 31/1/2017 and would like to change object clause, shall we replace the new one with the current 3 object clause stated in M&A? or we can add in as No.4?

    Thanks.

  • Agnes Chong

    Reply Reply March 2, 2017

    Dear Ms Mah,

    I would like to check with you for the Removal of Director’s procedure.

    If a company has an existing legacy M&A which its article stated that “subject to the Provisions of S 128 and 153 of the Act, the Company may by ordinary resolution remove any director before the expiration of his period of office, and may, if though fit, by ordinary resolution appoint another director in his stead.”

    1. Member(s) who holding at least 10% of the issued share capital send the Special Notice to the Company.
    2. Board will send the Special Notice to the director concerned.
    3. Board issue a notice of general meeting and send to the members. (How about the director concerned, do we need to send him a notice of GM?)
    4. To hold general meeting after 28 days.
    5. Company to notify the registrar within 14 days.

    Please correct me if i were wrong.
    Would appreciate your reply ASAP.
    Thanks!

  • Cheah Bee Leng

    Reply Reply March 3, 2017

    Share Capital and Initial Shareholdings
    The total number of shares that the company proposes to issue is 500,000 ordinary shares.

    Q: now only RM2…subsequently RM500K as stated in constitution, in future, if want to increase, it means we have to lodge alterations of constitution …to RM1 million.

  • Ng

    Reply Reply March 3, 2017

    (I)For private Company, if no AGM, how we going to determine the procedure for retirement of directors? When the directors to be retired?

    (ii) According to the Act , the company shall lodge the account within 30 days from circulation for private Company. If the Company decide to have AGM and tabled the account at the AGM, which date shall be the circulation date. shall we filed within 30 days from date of Notice or 30 days from AGM date? Which shall be the endorsement statement of financial Statements(A or B)?

    A.“These financial statements and reports of the company with Qualified/ Unqualified Auditors’ Report for the financial year end dd/mm/yyyy were circulated on dd/mm/yyyy “

    ………………………………………………

    B. “These financial statements and reports of the company with Qualified/ Unqualified Auditors’ Report for the financial year end dd/mm/yyyy were circulated on dd/mm/yyyy and tabled at AGM held on dd/mm/yyyy”

  • Joan

    Reply Reply March 3, 2017

    Just now Cheah mentioned about RM500k shares not paid up yet. Why is this different from mentioned earlier that CA2016 does not have any provision on the share capital but now that we have to lodge with SSM?

  • Keann

    Reply Reply March 3, 2017

    Hi Li Chen,

    I would like to seek your opinion/advise on those DCR/MCR that were prepared and duly signed by board of directors under Companies Act 1965 and now caught in Companies Act 2016 example increase in issue and paid up capital:-

    Example

    “THat share capital of the company be increased to RMXXXX by way of a new issue of XXX ordinary shares of RM1.00 each fully paid, for cash and at par, in the capital of the Company”

    Do we need to re-do or rephrase the DCR/MCR to comply with CA2016?

    Many thanks

  • TEH

    Reply Reply March 5, 2017

    For the company whether with or without object clause, do we need to include the power of company eg power to borrow and to purchase property, which frequently requested by banker for confirmation, in the constitution?
    if not required, how should we as secretary to give the confirmation to the bank, under which section of CA 2016 should be referred?
    If inserted, would it becomes one of the object clause?

  • WENDY TEOH

    Reply Reply March 5, 2017

    For allotment of shares pursuant S75(2)(a) where members’ approval is not required, is it wrong for the directors to straight away seek shareholders approval/mandate under S76 (as a general mandate is valid for 12 months for a private co) to allot shares, irregardless whether the current new issue is only for existing shareholders with existing proportion?

    Thank you.

  • Jessie K

    Reply Reply March 8, 2017

    Hi Li Chen,

    Company A’s FYE is 31 December, due date for 2016 AGM was on 30 June 2016 but the FYE 2015 audited accounts could not be finalised until 1 March 2017.

    Under the new Companies Act 2016, how should the FYE 2015 audited accounts be lodged? How about the 2016 Annual Return?

    Can the FYE 2016 audited accounts be lodged separately later when it is ready by end August 2017 after circulating to the members?

    Thank you.

  • Ivy

    Reply Reply March 15, 2017

    Hi Ms. Mah

    Do we still need to prepare first BOD meeting like last time?

  • Ivy

    Reply Reply March 15, 2017

    Hi Ms. Mah

    May I know what should we call M&A now? Constitution? Is a Constitution includes Table A that a Company has adopted before the new Act enforced? or the CA2016 has override Table A?

    If I am to alter the director’s clause in Article, can I state as follows :

    SPECIAL RESOLUTION : ALTERATION OF CLAUSE 4. TO THE ARTICLES OF ASSOCIATION (or should I say, “to the Constitution”?)

    RESOLVED THAT the Articles of Association of the Company be and is hereby altered by deleting clause 4. and substituting therefore the following new clause :

    4. Until and unless otherwise determined as aforesaid the number of Directors shall be not more than nine.

    Is this the only clause that needs to be amended before the Directors of a Company can be reduced to 1?

  • Ivy

    Reply Reply March 15, 2017

    Hi Ms. Mah

    Sorry to disturb again.

    Other than clause 4 to the AA, I need to delete Regulation 83 of Table A of the 4th schedule as well right?

    Can the statement in the resolution be stated in this way :

    RESOLVED THAT the existing Regulation No. 83 in Table A be deleted :-

    83. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two.

  • Wai Yin

    Reply Reply March 16, 2017

    Hi Ms Mah

    1. Prior to 31/1/2017, the Company has issued Preference shares of RM0.01 cent at a premium of RM0.99.

    The Q is how to fill up the Section 68, Section B – Particulars of shareholding Structure (fka Annual Return)?

    Do I need to add up the share premium amount portion (RM0.99 per share) into the total paid up capital ??

  • Eyvonne

    Reply Reply March 23, 2017

    COMPANIES ACT 2016 – FREQUENCY ASKED QUESTIONS

    H. RETURN OF ALLOTMENT OF SHARE (ROA) AND REGISTER OF MEMBERS (ROM) (updated on 6 March 2017)

    Q9. Do I need to update the list of members throught the ROM in which it occurred before 31 January 2017: Does the payment for late lodgement rates apply?

    my question:
    Does it means transfer of share before 31/1/2017, the Company need to update via ROM? If yes, shall we update each transfer of share from the last Annual Return lodged? what is the cut off date?

    O. SHARES AND NO PAR VALUE REGIME

    Q2. In a no par value regime, how would the Board of Directors determine the pricing for isuance of shares?

    my question:
    Pending from the answer it means for private company, when the Company allots additional shares, the price cannot be fixed at RM1.00 anymore. As the pricing cannot reflect the best interest of the Company.

  • jennifer goh

    Reply Reply March 27, 2017

    Questionnaires on solvency

    Question 1:
    S724)provides that share shall be redeemable only if the shares are fully paid up and the redemption shall be out of (a) profits; (b) a fresh issue of shares; or (c) capital of the company. Can a company do redemption via a combination of any 2 of the 3? Example, partial out of profit and partial out of fresh issue of shares?

    Question 2:
    S72(5) provides where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred into the share capital accounts of the company, a sum equal to the amount of the shares redeemed.

    Because of the requirement to transfer out of profits to the share capital accounts when a company undertake a redemption exercise via its profit or out of capital, the share capital account of the company will increase even though its preference shares reduced following redemption. How does the company completes its annual return for Section B (Particulars of shareholding structure, summary of shareholding structure) ie. the amount of shares issued as fully paid (in respect of preference shares)?). Does the company states the amount of preference shares per its share capital account or take its number of preference shares issued x total issued price

    Question 3:
    S618(4)provide that a company may, within 24 months upon the commencement of S74, use the amount standing to the credit of its capital redemption reserve account to pay up share which were unissued before that date and which are to be issued to members of the company as fully paid bonus shares.

    “Unissued” in S618(4) means remaining shares a company is allowed to issue per its authorised share capital? If yes, must the allotment of such shares to members as fully paid bonus shares be approved by the members prior to commencement of S74?

  • Jessie K

    Reply Reply March 31, 2017

    Hi Ms Mah,

    If a Company’s M&A regarding AGMs is worded as follows, can we interpret it under the new Act to mean that this Company no longer needs to convene its AGM going forward?

    “Subject to Section 143 of the Companies Act, 1965, the Company shall in each year hold a General Meeting known as its AGM.”

    Thank you.

  • Jessie K

    Reply Reply March 31, 2017

    Hi Ms Mah,

    Under the Companies Act 1965, Company A (Sdn Bhd) had the following issued & fully paid-up share capital:

    RM200.00 of 100 Ordinary Shares of par value RM1.00 each, and 100 Redeemable Preference Shares (RPS) of par value RM0.01 each, issued at RM1.00 with a premium of RM0.99 each.

    Question 1:
    With abolition of the par value, please advise if it is correct for us to disclose the above share capital as follows in the new Annual Return of the Company:

    There has been called up on shares (OS) RM100.00
    There has been called up on shares (RPS) RM1.00
    Total amount of calls received including payments on application and allotment RM200.00

    Question 2:
    In addition, is it correct to disclose the Share Capital of the Company on the heading of a Share Certificate (which used to be where the authorised share capital was stated) as follows:

    Share Capital: RM200.00 divided into 100 Ordinary Shares and 100 RPS

    Thank you.

  • Chang Pooi Yee

    Reply Reply March 31, 2017

    Hi Li chen

    Referring to your Constitution’s Magical Phrases’ write-up and your comments on Section 195(3)(a) on members’ right to make recommendation on management of company, kindly explain further whether it is correct to say that the Constitution must give rights to members to make recommendation on management of company then only members can make such recommendation.

    It is provided in the Act that any recommendation made under subsection (2) shall not be binding on the Board, unless the recommendation is in the best interest of the company, provided that the rights to make recommendation is provided for in the constitution; OR passed as a special resolution.

    Thus, doesn’t it mean that if it is silent in the constitution, members can still make such recommendation to the company provided that the recommendation is in the best interest of the company and it is passed as a special resolution?

    As such, we don’t see the need for the Constitution to give rights to members to make recommendation on the management of the company since passing of a special resolution is provided in the Act. Kindly clarify and correct us if we are wrong.

    Many thanks.

    Regards
    Carina

  • jennifer goh

    Reply Reply March 31, 2017

    Back to my Q2 on row 3 of the Compilation of FAQ, my question is when a company redeems its preference shares (“PS”) out of capital using its share premium account, the share capital account of the company will remained/maintained eventhough the number of PS have been reduced following redemption. This is due to the requirement under S75(5).

    For the purpose of completing the company’s annual return (section on the amount of PS issued as fully paid), does the company state the amount as per its share capital account for PS (which will be more than its total issued value) OR take the number of its remaining PS issued x issued price (par + premium)?

  • Nor Ashikin Mohd Ali

    Reply Reply April 5, 2017

    Is form 24, 49, Form 13 still applicable for companies incorporated under Companies Act 1965

  • Nor Ashikin Mohd Ali

    Reply Reply April 5, 2017

    Is form 24, 49, Form 13 still applicable for companies incorporated under Companies Act 1965?

    Do need to lodge through Super Forms?

  • Jennifer

    Reply Reply April 10, 2017

    Hi Li Chen,
    Following a redemption of preference shares exercise, we wanted to update the Register of Member of our company via MyCoID. However, we note there is no way we can update a redemption of shares in the ROM as it only caters for allotment, cessation and transfer. Kindly advise what step should the company take in order to ensure that it comply with the requirement of the Companies Act 2016 ie. to update the ROM within 14 days from the date of change. Thank you.

  • Patricia Lim

    Reply Reply April 10, 2017

    Dear Ms. Mah,
    Can advise whether one director can have 2 alternates and by includung in the constitution allowing 1 director appoint 2 alternates will be valid?

    Appreciate your advise.

    Thanking very much for sharing with us and your kind guidance as a “guru” to us.

  • CHI YEW FONG

    Reply Reply April 10, 2017

    Hi Li Chen,

    Would like to know if solvency statement is required for a holding Company to provide financial support to it’s subsidiary (subsidiary having financial difficulties)?

    On the other hand, if a Company is owned by individual, and the Company is having financial difficulties, does the Directors and members of the Company required to issue solvency statement if financial support is guaranteed by its members?

  • Patricia Lim

    Reply Reply April 11, 2017

    Can we provide in the Constitution issuance of ordinary shares with no voting right under new VA2016?

  • Evanna

    Reply Reply April 12, 2017

    On behalf of Bei See

    evanna can i ask in ur fundamentals package does it include bout audited financial statements circulation date and declaration date..coz im bit confused at this part..thanx

  • Evanna

    Reply Reply April 12, 2017

    On behalf of Erica

    May I ask if you have any sample resolution and incorporate new co resolution

    2. Sample of newly incorporation first resolution

  • Evanna

    Reply Reply April 13, 2017

    on behalf of Lilian

    You gave us sample for

    – Private Limited Company WITHOUT actual meetings
    – Private Limited Company WITH actual meetings
    – Private Limited Company with shareholders’ agreement or joint venture companies

    May I have your guidance on Constitution for the rest as below ?

    – Public Limited Company
    – Public Listed Company
    – Company Limited by Guarantee (CLBG)
    – Private Limited Company with different classes of shares
    – Private Limited Company with debentures
    – Private Limited Company with conversion to stock

  • Evanna

    Reply Reply April 13, 2017

    on behalf of Lee

    I just joined the secretarial industry and is very new …

    Below are the resolutions that we used in the old Act 1965,
    is there any changes to the resolution ? can I still use them ?

    Any special wording I should change to conform with the new Act ?

    Examples of Resolutions:

    Open Bank Account and/or subscribe for internet banking
    Appointment and/or resignation of director
    Tenancy Matter
    Sale or Purchase of property
    Sale or Purchase of Motor Vehicle
    Change of bank signatories
    Banking Facilities
    Repayment of loan to Director and/or shareholder
    Increase in Authorised and/or Paid-up Capital
    Change of Name
    Appoint and/or change of Auditors and/or Tax Agent
    Transfer of shares
    Dividend
    Interim Dividend

  • ms a

    Reply Reply April 13, 2017

    Ms Mah and Evanna,

    Would like to know what is the declaration date if the FYE is 30/9/16 circulation date 31/3/17.
    if the co director is non malaysian date declare the audited report must be the date the directors in malaysia?
    Another scenario if fye 31/12/16 circulation date 30/6/17..date declare would be?
    Tq

  • E Law

    Reply Reply April 14, 2017

    Question 1: Section 71(2) of the CA 2016 states that the right to dividends may be ‘negated’, altered or added to by the Constitution. Does this mean that the Constitution can state that the ordinary shareholder has no right to dividend (if the company has different classes of shares, eg. ordinary shareholder and preference shareholder, and the parties agree that dividends will only be paid to the preference shareholder)?

    Question 2: Can the chairperson in a shareholder’s meeting have a casting vote if there is an equality of vote by show of hands between the shareholders present at meeting?

    Question 3: Is it right to say that if a company adopts a constitution, the provisions in 3rd Schedule of the CA 2016 need not be followed? Example, our own constitution can provide for a DCR to be signed by a majority instead of all the directors, in order to constitute a valid and binding resolution on the directors?

    Question 4: Where can I purchase a sample Constitution?

    • Evanna

      Reply Reply April 14, 2017

      your question is being answered by Li Chen already in paid participants session today

      for sample constitution, you can purchase from me lar … hheheheh

      http://www.CompaniesMethod.com (buy Product #02)

  • Evanna

    Reply Reply April 14, 2017

    On behalf of Azaari

    Hai Evanna,

    Just need your help, my friend from college need me to lecture
    to the student a topic of annual return and circulation of financial statement
    applying of Company Act, 2016
    .
    Any important thing i need to highlight to that students, Can Evanna
    has any material for that topic/ Tips of the topics

  • patricia lim

    Reply Reply April 22, 2017

    Ms. Mah,

    Back to my earlier question on : Can the Constitution provide share without voting right?

    CA2016:
    S69(e): shares may confer non voting right.
    S71 (a)-(c): other than preference shares, share confer on the holder : right to attend, participate and speak at a meeting, to vote by hand or poll on resolution.

    I find these 2 sections contradicting each other. A private company intends to issue shares to pool of employees to share profits but no voting rights.

    Can this co amend the constitution include shares class B- non voting rights.

    Then issue shares to this pool of employees (3-4 only) to share profits.

    Thanks.

    BR
    Patricia Lim

  • patricia lim

    Reply Reply April 22, 2017

    Ms. Mah,

    My earlier questions may be as fundamental as to whether a company can issue a non-voting shares. I refer to:

    s69(e)
    S71(a)-(c)
    s90(2)(a)&(b)-Class of shares not entitled to vote at general meeting, title of the class of shares must clearly state NON-VOTING and the word shall appear at share cert & report.

    I assume can be done but don’t understand how s71 (a)-(c) apply where the shares are non-voting.

    Appreciate your comments.

    BR
    Patricia Lim

  • patricia lim

    Reply Reply April 22, 2017

    Ms. Mah,

    I refer below question as fundamental: whether a company can issue a non-voting shares.

    s69(e)
    S71(a)-(c)
    s90(2)(a)&(b)-Class of shares not entitled to vote at general meeting, title of the class of shares must clearly state NON-VOTING and the word shall appear at share cert & report.

    I assume can be done but don’t understand how s71 (a)-(c) apply where the shares are non-voting.

    Appreciate your comments.

    BR
    Patricia Lim

  • Linda Chiu

    Reply Reply April 25, 2017

    Dear Li Chen,

    A company is incorporated under CA1965 & adopts Table A. No intention to change to constitution yet.
    My question
    1(a) Existing there are 2 directors who are also the shareholders.
    i. What if one director who are also the shareholder dies, must the remaining director appoint another director to fulfill the quorum requirement under Article 83? or Do nothing because the company can rely on Section 196 CA2016?
    2(b) In this case how about quorum for members’ meeting?
    Can the remaining shareholder together with the legal representative of the deceased form a quorum?

    2. There are 2 corporate shareholders. AA holds 75% and BB holds 25%. BB nowhere to be found. Can AA alone who holds 75% pass a members’ written resolution? Or if physical meeting, AA need to transfer 1 share to CC so the quorum is met?

  • Linda Chiu

    Reply Reply April 25, 2017

    Dear Li Chen

    Company XYZ Sdn Bhd already have in their MAA (incorporated before the CA2016), Class A with voting rights and Class B without non-voting shares.
    The articles states that on the demise of Class A member, the deceased share is automatically transfer to the remaining Class A member (there are only 3 Class A members). Should the remaining member of Class A dies, the shares will be automatically assumed by Class B members in proportion to their holdings and concurrently the Class B members shall have voting rights.
    So now Class A remains with one member only and Class B have 2 members. The quorum for general meetings is two (there is no mention on the class of shares).
    The Company does not intend to hold AGM and wants to follow CA2016 and change the constitution & adopts 3rd Schedule. Since they are going to change the constitution, is it adviseable to
    (a) change the quorum for general meeting to one (but in the event Class B assume the voting rights, then the minimum quorum will be 2), as presently Class B members do not have voting rights. or
    (b) Just leave the quorum as 2 with only one member (Class A) can vote.

  • Lau

    Reply Reply April 28, 2017

    Does utilising the credit standing in the share premium account to redeem RPS under S618 constitute a redemption out of the capital of the company (S74) which requires directors to sign solvency statement ?

    • LAU

      Reply Reply April 28, 2017

      Typo error – should be “redemption out of the capital of the company (S72)

  • Kelly tan

    Reply Reply April 28, 2017

    D Co has managed to get their AC audited from 2010 till 30 June 2016. They r still using d legacy m&a. So they r planning to hold an Agm in June 2017. Therefore they follow their m&a pertaining to agm . What other things to consider pertaining to their m&a and Co act 2016.

    Would it make any difference in d procedure if d audited AC is up to Dec 2016.

    Tq.

  • Jessie K

    Reply Reply April 28, 2017

    Dear Li Chen,

    The new FAQ (26/04/2017) by CCM stressed that if a Company’s Articles of Association contains an Article on the retirement of Director at AGM, then the company must hold an AGM to ensure that the provisions of the Articles of Association are met, until the company resolves otherwise.

    If the M&A do not specify that an AGM must be convened annually, but does make reference to directors retiring at an AGM, does that mean that if the company does not want to convene an AGM annually, the company should amend its M&A to adopt a new constitution, doing away with all reference to an AGM and resolutions related to an AGM?

  • Evanna

    Reply Reply April 28, 2017

    Posted on Behalf of Sok Pei:

    If a company had been applied for extension of time for circulation and lodgement of Audited Financial Statements (“AFS”) under Section 259 (2) of Co Act 2016 and assuming SSM be granted approval, further that whether the company director will be compounded/penalty for not compliance of Section 248(1) of Co Act 2016 on the reason of the directors do not prepare the AFS within 6 months from the Financial year end ? There is no application for extension of time for Section 248(1) of Co. Act 2016.

  • Evanna

    Reply Reply April 28, 2017

    Kien Hoe Khoo ………
    May I know how to deal with those back log ac which we have yet to file with ssm previously?

  • Evanna

    Reply Reply April 28, 2017

    Lim Kwee Fen …

    May i know audited financial statement need to be approval by members

  • Ivan

    Reply Reply April 28, 2017

    Company need to lodge the address that keep the accounting records, if the accounting records were keeping at auditors’ premise for a long time, or for investigation purpose, does the company need to lodge the form under Sec 47?

    My view is not necessary, just to confirm. Thanks!

  • Evanna

    Reply Reply April 28, 2017

    Nyoong La ….. Latest FAQ updated on 26April on retirement of director
    Co. having Constitution deals with retirement of directors at Agm must hold Agm to ensure provisions of Constitution are met.
    Must we hold Agm just to met the retirement?

  • evannamiss8

    Reply Reply April 28, 2017

    cecilia
    can we file on our own or thru cosec-changes of business address

    js
    if there is a change in the nature of business which contradict with the object clause, do we need to amend the object clause?

    puiyee
    do the size of 10 point apply to audited financial statements as well?

    eiffelmay
    for filing of resignation of auditor is 7 days right

  • Jessica Kuan

    Reply Reply May 3, 2017

    Hi Ms Li Chen,

    Previously, a wholly owned private limited company could convene its EGM pursuant to Section 147(6) of the CA 1965. Under the new Companies Act 2016, which Section would apply and would a 21 days’notice be required for calling of a GM of this wholly owned subsidiary to pass a Special Resolution?

  • Evanna

    Reply Reply May 5, 2017

    post on behalf of George

    Li Chen, please … need your advice on this
    https://www.facebook.com/groups/133335840339132/permalink/463180657354647/

  • Ng

    Reply Reply May 30, 2017

    Dear Evanna/ Ms Mah,

    Kindly advise how to update Section B of Annual Return if the Company had issue share with premium before 31 January 2017.

    i.e. 2 shares at RM1.00 each fully paid
    998 shares at RM6.90 each fully paid (at a premium of RM5.90 per share)

    Thank you.

  • FIONA

    Reply Reply June 9, 2017

    Newly incorporated companies have their first Directors’ meeting and wish to adopt the Common seal. Are we to lodge a constitution or we submit S36 to SSM?

  • Evanna

    Reply Reply June 9, 2017

    Posted On behalf of Wei Cheng

    Please help me to get the sample of:
    1. Directors’ Circular Resolution for dividend distributions
    2. Dividend distribution list
    3. Dividend distribution warrant and receipt
    4. Form/statement for solvency declaration

    Thanks
    Mr Chin

  • Evanna

    Reply Reply June 12, 2017

    On FB by Ling

    Company secretarial matters

    For Newly registered company

    1. Within 3 months from the incorporation date.

    Hold the first board of director meeting.
    2. Within 18 months from the incorporation date.

    Hold an AGM, submit the first Annual return and Audited account of the company to CCM
    For Existing company

    1. Within 6 months from the financial year end.

    Hold an AGM, submit the Annual return and Audited account of the company to CCM
    Taxation matters

    For Newly registered company

    1. Within 3 months from the date of commencement of business. (Date of commencement is the date which you have start your business. It can be the date of your first invoice issued or received, date of the opening ceremony etc)

    Open a company tax file with Malaysia Inland Revenue
    Submission of first CP204 (Tax estimation) -only applicable for company with paid-up capital more than RM2.5million
    2. Within 7 months from accounting year end.

    Submission of Tax return form (Form C and R)
    For Existing company

    1. Within 10th from the end of each payroll month

    Payment of Schedular tax deduction from staff salary
    2. 30 days before your accounting year end.

    Submission of CP204
    3. By 10th of the second month of the accounting year end

    Payment of first tax instalment for the accounting year
    4. By 10th of the following month and so forth

    Payment of second or following month’s tax instalment
    5. Within 6 month from the accounting year end

    Submission of Tax return form (Form C and R)
    Payroll matters

    For Newly registered company

    1. Within 7 days from the date of join for the first staff

    Open a KWSP file for the company
    Open a SOCSO file for the company
    2. Within 10 days from the end of each payroll month

    Submission/ payment of Form CP39 (Form for schedular tax deduction)
    3. Within 15 days from the end of each payroll month

    Payment for EPF contribution and submission of Form A
    4. Within 30 days from the end of each payroll month

    Payment of SOCSO contribution and submission of Form 8A

    Can help me check is this still correct?

  • Evanna

    Reply Reply June 12, 2017

    From FB by Shirley

    Hello guys… may I know any one know how to do “retirement of director” under sec 205 CA 2016… thank you

  • Evanna

    Reply Reply June 12, 2017

    From FB by Marina

    Hi. Anybody can assist me on AGM of a public company which is 100% owned of holding company? How do we go about it?

  • Evanna

    Reply Reply June 12, 2017

    FB post from Karen

    Good day! Wondering my DCR for the approval of Financial Statement and Director Report can be acceptable? Thank you in advance.
    (Note: temporary no adoption of company’ constitution, still M&A)

    Email PDF document

  • Evanna

    Reply Reply June 13, 2017

    FB Post from Jan Ling

    Another question guys.
    A sdn bhd with registered capital 200k.
    Now company running with low cashflow.
    Now director want to increase capital by injecting cash. Not at 1 lump sum but gradually for 250k over the FY. The capital injected is his FD. So do i have to lodge ssm to increase capital top up from 1k or can just go straight to debit cash/credit capital?
    Is filling to ssm a must if the capital injected will be withdrawn within the same year or the year immediately after when project revenue realised?

    Increased capital!

  • Evanna

    Reply Reply June 13, 2017

    FB Post by Karen
    Good day. Wondering it is necessary / compulsary that for Sdn Bhd company, notice of AGM must be sent together with audited account report or it can be done separately? Thank you.

  • Evanna

    Reply Reply June 14, 2017

    Posted on behalf of Mei Sim

    My audit report date is 13/5/2017 and circulation date lapse is 13/6/2017 .. can I file on 30/6 to ssm….
    Another case is audit date is 30/6 can I file on circulation within 30 days lapse on 30/7

  • Yoong

    Reply Reply June 15, 2017

    Does Company adopted Table A required to hold AGM?

  • Mei Leng

    Reply Reply June 16, 2017

    Hi, good day. Can you please advise on the steps to be taken (e.g. letter of nomination) to nominate the next-of-kin for one director private company?

  • ST

    Reply Reply June 16, 2017

    How about the strike off requirements? Ssm got guidelines, but
    1, can’t find relevant checklist from ssm website, is it somewhere I missed it?
    2, what document required for strike off, beside form section 550.reso?
    3, previous ly, declaration of solvency needed. Now, ?? Solvency test silent on this.
    4, any source I can refer?
    5, any important aspect, document need to pay attention?
    Tq

  • Vivien

    Reply Reply June 17, 2017

    A co adopted Table A as it’s legacy MAA. Last AGM was on 31.06.2016. Year Ended 31.12.2016.

    Can this co circulate it’s FS on or before 30.06.17 to compliance with Section 258 of CA 2016 and has it’s AGM at a later date, ie within 15 months from last AGM?

  • Chang Pooi Yee

    Reply Reply July 12, 2017

    Hi Li Chen, kindly share your views on the recent guide issued by MAICSA relating to whether a private company which has adopted Table A of the CA 1965 is required to hold an AGM under the CA 2016. We understand very well that there is no mention of AGM in the CA 2016 on AGM for a private company and therefore, this clause is redundant to refer to AGM to be held in accordance with the Act. As a result of it being redundant, we have not held any AGM for all of our private companies all these while since the commencement of the CA 2016.

    We are currently in the process of tidying up of our existing M&A for all private companies and will definitely remove the said redundant clause in the respective M&As. The problem is, do we need to do AGM during this period since the clause is now a “constitutional provision” and is still in the existing M&A? We were given the impression that since the clause is redundant, AGM is not required. However, from the interpretation and advice given in the Guide issued by MAICSA, we are required to hold an AGM under its constitution if it is in Table A form and this would not be an option.

    Appreciate your views on this soonest possible.

    Thank you.

  • Chang Pooi Yee

    Reply Reply July 17, 2017

    Hi Li Chen

    Pursuant to Section 253(2) of CA 2016 pertaining to the contents of directors’ report, would appreciate if you could advice whether a company is required to disclose the name of every director who was a director of the company’s subsidiaries as well, in addition to the disclosure on the name of every person who was a director of the company during the FY and during the period commencing from the end of the FY and ending on the date of the report. Some auditors are of the view that the name of the subsidiaries’ directors should be included for disclosure pursuant to Section 253, but some auditors have different views and therefore they are coming to Company Secretary for opinion.

    Thanking you in advance for your advice.

  • Tammy Lee

    Reply Reply July 17, 2017

    Incorported date: 22 Jan 2016
    YE: 31 Mar 2017
    Circulation date of account: 21 July 2017

    The financial statement need to be submitted to SSM is 21 July 2017 (within 18 mths).

    I would like to know, is there any grace period for submission?

  • Siti

    Reply Reply July 20, 2017

    Hi, I want to know what is the procedure to filing ROA. Is it after we filing section 78 through MYCOID, we need to filing section 76 through counter? Is it Section 76 compulsory to filing after we allot the shares through MYCOID?

  • Evanna

    Reply Reply August 17, 2017

    On behalf of Teh (CA2016 for accountants & auditors)

    Audit exemption – If a company have share capital of RM400k and in current asset have also RM400k but due to the company cannot get certain license, the company did not commence business since its date of incorporation. So, under audit exemption, can this company categorized under dormant company ?

  • Evanna

    Reply Reply August 17, 2017

    On Behalf of G Fun

    If under Old M&A stated objectives and it is now deemed that the “old M&A” is “the” Constitution ; does that mean that the companies is still restricted by the “old” Objectives that were stated in the M&A ?

  • Steven

    Reply Reply August 17, 2017

    Would like to clarify as below:
    Year end : 31/12/16
    last AGM : 30/6/16

    Q 1: some secretary said that although AGM is not mandatory and due to the transitional period. for the year end 31/12/16 account, due date to submit to SSM is 14/7/17 (because you need 14 days to send notification means by 14/6/17, then plus 30 days filing = 14/7/17). Is that true? I though no more AGM, means, we can circulate on 30/6/17 for YE 31/12/16 and submit on 31/7/17, should be fine). Pls help to clarify.

  • Liew Mun Yee

    Reply Reply August 17, 2017

    How much the penalty for late submission of audited report?

  • Evanna

    Reply Reply August 17, 2017

    Dajmarehan
    is there a specific template for a solvency statement?

    Liew Mun Yee
    how much penalty for late submission audited report?

    On behalf of Ho
    appointment before circulation 30 days. . Do u mean this appointment is for next financial year . need time to audit the account

  • Evanna

    Reply Reply August 17, 2017

    On Behalf of soo

    at 2nd AGM if member pass reso not to reappoint existing auditor but have not decided to appoint which auditor, can co appoint new auditor later?

  • evannamiss8

    Reply Reply August 21, 2017

    on behalf of Julia

    I am new and just subscribe the above products, do not know how to post my question to Ms Mah Lee Chen, can i post here :-

    Question 1 : Resignation of Auditors

    Just received the resignation of Auditors on 18th August 2017 and duly inform SSM under S282 (1).

    After obtaining the consent letter from new Auditors, pass DCR and MWR to appoint new Audititors. My question : do i need to prepare special notice by members? If yes, means i need to wait for 21 days then only can appoint new Auditors?

    Question 2 : Resignation of Secretary

    After serving letter of resignation to BOD, company’s business premises and SSM.

    But after expiration of 30 days still no action taken to appoint the new company secretary, the SSM computer printout still showing our name as company secretary.

    How to settle this method? We still responsible?

  • Evanna

    Reply Reply August 31, 2017

    On Behalf of Lam

    Hi, with implement of company act 2016. Share premium have to group together with share capital. Thus our company share capital & share premium is over 2.5 million now, so if we want to enjoy the 18% preferential tax rate, how to reduce the share capital? how and what is the process if use solvency statement to reduce the share capital? What should we do? What is the impact of reduction of share capital in terms of our reputation? Is it our bank allow to do so? How if issue preference shares to maintain ordinary share capital less than 2.5 million? wat should we do ? hope someone can help to give idea on how to maintain the preferential 18% company income tax rate or recommend some ideas for reduction of share capital. Anyone can do this ? Tq in advance.

  • kelly

    Reply Reply September 14, 2017

    which part of the Companies Act 2016 apply to company limited by guarantee?

  • kelly

    Reply Reply September 14, 2017

    can follow the Companies Act 2016 for company limited by guarantee going to change auditors.

  • evannamiss8

    Reply Reply September 14, 2017

    questions received during Live Q&A Session on 20170914 Webinar
    —————————————————————
    Steven
    unless provided in the constitution, a proposed written resolution made under section 302 lapses if it is not passed within 28 days from the circulation date, right? What if the constitution mentioned, can the 28 days rules not apply?

    Steven
    IS it true that a written resolution shall not be passed as a written resolution a) removal of director before the expiration of his term of office b) Removal of auditor before the expiration of his term of office.

    Lucinda Yeoh
    for incorporation via mycoid, need not update shareholding analysis in ROM

    Lam chui yoke
    For company incorporated after 31.1.2017, do we need to update MYCOID ROM for shareholding analysis?

    Teh
    if company under audit exemption, the existing auditors need to resign or keep it without fee during the period under exemption ?

    gian ming
    if a company with back log cases which has not lodge its Annual Return and Audit Financial Statements previously and no intention to complete the Audit Financial Statement at this moment. Should we just wait for all the Audit Financial Statement are ready then we can lodge the Annual Return, or we just lodge the Annual Return now ?

  • Evanna

    Reply Reply September 15, 2017

    Ms Lau

    Is a public company required to register with SSM under investment scheme if it
    involves in the activities of pooling of funds from interested investors (among business partners) by issuance of shares in the said public company to those investors? The funds will be used to invest in properties in other countries.

  • Evanna

    Reply Reply November 7, 2017

    20171027 Questions posted during Live Webinar
    —————————–

    QURRATU’AINI BINTI MOHD RADZI May I ask if he/she is only Director and also become a Board Member, can he appoint others to become Members but not the Director?

    pang May i ask can a sole directors (who is also a sole member) can also be the co sec if he/she is a licenced secretary?

    jenny If a company has only 2 directors, its it better to abolish the M & A and Articles of Association or do nothing and still follow the old M & A and Articles. What are the advantages of abolishing the old M & A and Articles.

    Joann if in a 2 director company and 1director wish to resign but the other director refuse to proceed what is the avenue open to me since to avoid

    St the eg 2 m for CA65 – not tragle. how about for S223. still not clear about S223

    Rebecca To clarify the dual capacity of as Secretary and Director of a company. In other word I can be one of the director of the company and at the same time acting as Secretary. Can I certify the resolution as secretary capacity at the same time I sign as a capacity of director to approve the resolution. Or Do I resign as Director and be secretary only .

    ERICA Dear Master, May I ask if a person is the sole director and company secretary. As you describe is allowable except sigining of documents and can’t be both capacity. Can be document sign as director and witness by another person. who can be the witness to replace co. secretary.

    Steven under Sec224, if a Company is a subsidiary and its balance sheet has a loan to director which had been carried forward many years ago. In this case, are they violate this section? A subsidiary is automatically not an exempt company. What should the Director do to avoid this issue? Can the director go back to get approved resolution from the shareholder (which is the holding company, 100% own)? can the resolution back dated? so far have you see any auditor’s report qualify this issue? Pls advise

    ERICA q2. May I ask it that a must to charge interest on amount loan.
    ERICA what is the different between Section s225 CA2016 and s133 CA1965.

    Zara Lim Hi…I have the same question as Erica. I would like to know that if there is a prior approval from shareholders to approve the loan to director, is it compulsory to charge interest even if the resolution passed is loan without interest ?

    Chew related party transaction – require shareholders approval, this applies to listed co only right? does the normal buying and selling of stock (tradiing companies scenario) to related companies comes under this (i.e. require shareholders approval – in sdn bhd?)

    Steven The Directors should prepare the AFS within 6 mths from the financial year end and the year end can be set at on the last of month (18 mths) from the date incorporation under CA 2016. This mean it can be drag the accounts to be filed after the 24months to SSM. What if the company is incorporated under CA 1965 (said 31/12/2016), are this rule still apply OR the company has to file the AFS within 18mths from the date of incorporation (if the company didn’t adopt the constitution and still using the old M&A).

    St S228 3 condition, not clear. pls slow a bit

    Amanda What does it means acquire “shares” in 228. Eg. is it the shares of Co AEC or shares held by Co AEC in another co?

    St just now listed /non listed different?
    St for listed- refer LR. tq
    St Contiguous- not clear
    St roll up within 12 mths from ?
    St exempt RPT confuse.
    St ca65 substantial shareholder need to lodge to Bursa. CA16 can’t find, mention anywhere?
    St as long as A doesn’t have controlling interest in subsi a, right?

    QURRATU’AINI BINTI MOHD RADZI So if on Section 67 said can prepare a DEed to ask others to sign on behalf of Company or Director, can be used for MOT or other S&P transaction?

    Lee Who is can be the chairman of a company? Must he/she at least a Director or Shareholder of the Company? Can also a representative from the corporate shareholder be the chairman of the company?

    E-Lynn Reference to section 66 where 2 authorised officers is required. Would it be contrary to section 66 if the company has a resolution authorising only one officer to sign? Thanks.

    St may be next time more elaborate on exempted RPT, the just now chart still confuse

    St for S132C threahold eg just now – only S132C, right? any link to S223 CA16?.

  • Lew Wui Mun

    Reply Reply November 9, 2017

    Para 15 of the third schedule required resolution in writing shall be signed by all the directors of the Company. Whereas the constitution of the Company stated that resolution can be passed by the majority directors signed on the circular resolution.

    Is this consider as inconsistency between the Companies Act 2016 and the constitution of the Company.

    If yes, does it mean that all the board circular resolution must be signed by all the directors instead of majority director?

  • Evanna

    Reply Reply January 26, 2018

    Questions posted on 20170126 Live Webinar of Constitution of Companies: What to do and not to do in 2018
    ———————————–

    Amy Q
    Most of the new companies didn’t adopt Constitution now right?

    may Q
    thanks … we need to know. there’s so much changes.. this belum ‘kau tim’ the MBRS seems will be enforced soon …

    Shu Ling Q
    if the constitution mentioned that subject to the provision of Act, a resolution in writing signed by all members shall be valid and effective and the act mentioned subject to the constitution, the resolution is passed if signed by requisite majority . Which shall we follow? majority or all?

    Yoong Q
    Shares issued before commencement of Act which are partly paid need to paid up to par vallue?

    st Q
    sorry. confuse w 75%. can repeat? pls

    BOON HOW Q
    How to safeguard written reso is not a forgery?

    Angie Q
    If we alter the whole M&A & change with new constitution using Section 36, Do we still need to stamping that constitution?

    joannelow Q
    the fee for new company adopt constitution is RM200, no longer RM100

    ng Q
    if written reso still need notice21 days?

    Yang Siew Tiang Q
    if the product was purchased under my name but the CPD to be claimed by other firm partner. what do i need to do

    Wan ping Q
    Adopting Table A, can a company has short notice for AGM?

  • Evanna

    Reply Reply January 26, 2018

    Amy Q

    If a Founder of Company (eg, the late Steve Jobs) put a clause in the Constitution of the Company as “the Founder of the Company can not be removed as Director from the Company either by Board of Directors or Shareholder to reward his efforts to build up the Company for years.”, he will be exempted to be removed from the Company?

    Do the Founder of the Company need approval from shareholders in EGM or AGM for that special clause to protect himself being removed?

    Even if , shareholders and Directors all approved, can they pass another resolution by them to object or withdraw such clause in future, eg.may be change of management with new board of Directors wish to remove old board of Directors including the founder and pioneers of the Company?or by which ways to remove such clause to left the veil of protection of their positions?
    What extent a Constitution can contribute to power to affect a Company management/Board? Since CA2016 put it as an optional object? How significant is it?

  • Evanna

    Reply Reply January 26, 2018

    Margaret Q

    1) How much is the filing fee to SSM if to abolished existing M&A & to adopt Constitution on the same date ???

    2) How much is the filing fee to SSM for adopting a Constitution after incorporation ???

  • Lau

    Reply Reply January 29, 2018

    Dear Li Chen,

    May I know whether is it mandatory for a Chairman to be sitting on the board as one of the directors for companies in Malaysia? Thank you.

    • Evanna

      Reply Reply February 1, 2018

      Li Chen said … Chairman must be director if it’s Chairman of the Board … but if general meeting, no chairman , under CA2016 , anyone can be chairman including proxy

  • Evanna

    Reply Reply April 9, 2018

    Question from Mei Sim
    ———————–

    From the seminar I attend Ms Mah never mention under transfer of shares from previous old m&A many secretary say just do from 2 directors change to one (1) director and amendment m&a will do and ignore trf shares from 2 or 3 share holders to a single shareholder

    2) some secretary do aboliationbof m&a and adopt new constitution

    3) some say amendments shareholder member will do

    Can you ask Ma Li Chen

    Which is correct

    • Evanna

      Reply Reply April 19, 2018

      Further elaborating of Q by Mei Sin
      ————————————-
      Sorry
      Just to ask when we Change 2 single shareholder to one shareholder
      Do we have to alter the m&a by submission
      Alteration m&a submit to Ssm

      Answer by Li Chen
      ——————-
      No need to change as the CA2016 provides 1 as the minimum but she has to check whether any thing in the Constitution that mention about 2 members then she got no choice but to amend. Otherwise no need to amend.

  • Evanna

    Reply Reply May 16, 2018

    Live Q&A on 16 May 2018 (Submitted before actual live webinar at 1:45pm)
    ——————————————————–

    ST any specific section/ regulation, members’ meeting got to be in M’sia?
    Halo A private company is not required to have an agm however company incorp before jan 31 2016 might have incorporated in its constitution the retirement of director at the agm . When shall such company hold agm?
    ST is it in any part of regulation- subject to constitution whether empower meeting to be adjourned?
    Halo 330(1) or 331(b) prevails
    Halo no max number of proxy?
    Ng If there is only two members in the Company, can the 2 members appoint the same proxy
    ruby for members circular resolution, doe we use s 290 or s297? I need to know how to phrase the paragraph to use. for normal members circular reso .
    Intan Previous M&A required to hold Agm & since now theres optional, can we waive it. If it still necessary for those co with M&A to hold Agm. Do we need to hold Agm using old format? or we need to change it using MWR?
    KELLY must a quorum b maintain through out d meeting?
    angelina if a company has two corporate shh, and both corp shh appoint the same person as proxy, then quorum is still met right?
    KELLY why appoint more than one proxies? how does it works?
    Halo appoint 1 million proxy also can?hahaha
    ST S334, 24 if poll is demanded. kindly elaborate more
    Halo can a company prescribe in its constitution the max number of proxy to be appointed by a member?
    KELLY under s336, how do u elect a proxy as chairperson in a members meeting ie procedure.
    ruby can the constitution allow to contradict that a chairpeerson is not a proxy holder.. I thought what is stated in the act over right the constitution.
    Halo just to confirm agm held in 2017 for afs ye 2016 is under CA2016?
    KELLY what is MCCG? reg 28 days notice.
    KELLY consent to short notice for agm of public co?
    angelina What about Members’ Circular Reso for unlisted public companies?
    KELLY under co act 2016 MCR do not need all members to sign?
    KELLY according to A&A, all members must sign MCR, but co act 2016 no need. so follow A&A or co act 2016.
    joannelow will SSM recognise digital signature?

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