March 12, 2017
The following are the summary of the key points in Companies Act 2016 (CA 2016) effective from 31 January 2017. These are the key points for those who intends to incorporate a new Company in Malaysia and also for those who already have Companies incorporated under Companies Act 1965 (CA 1965)..
You no longer needs a Company Secretary to incorporate a Company. Anyone can incorporate a Company by registering themselves with MYCOID (SSM web portal). Company Secretary is only required to be appointed within 30 days of date of incorporation.
CA 2016 - A Company can be incorporated by a single shareholder and that single shareholder can also be the sole director and bank authorised signatory of the Company.
CA 1965 - A Company that have been incorporated under the CA 1965, can reduce the number of directors and shareholders, if they wish to, as per the CA 2016.
Since there is no authorised capital under the CA 2016, Companies can increase share capital without paying stamp duty to increase authorised capital.
Under the CA 2016, all private Companies are not required to hold AGM, it also means that no more penalties for not holding AGM.
Under the CA 2016, a Company is required to lodge its annual return not later than 30 days from anniversary date of its incorporation.
Audited Financial Statements or Statement of Financial Statements (if audit is not required) of the Company is required to be circulated to the members of the Company within 6 months from its Financial Year End.
The Company is required to lodge the same financial statements to SSM within 30 days from the date of the financial statements circulated to its members.
The Registrar has yet to exercise the exemption and therefore, the audit requirement is still mandatory for all Companies.
Generally, Company directors who breach CA 2016 will face a heavier fine of up to RM3 million and a maximum five-year term of imprisonment, or both, if found guilty.
Under the previous CA 1965, the maximum penalty was only RM30,000.Thank you.