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Key Changes in Malaysian Companies Act

March 12, 2017

By Admin

28

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 CAN INCORPORATE YOUR OWN COMPANY

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.


ONLY 1 DIRECTOR AND 1 SHAREHOLDER IS THE MINIMUM REQUIREMENT TO REGISTER A PRIVATE COMPANY (SDN BHD)

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.


INCREASE OF SHARE CAPITAL - NO MORE STAMP DUTY

Since there is no authorised capital under the CA 2016, Companies can increase share capital without paying stamp duty to increase authorised capital.


NO MORE AGM FOR PRIVATE COMPANIES

Under the CA 2016, all private Companies are not required to hold AGM, it also means that no more penalties for not holding AGM.


ANNUAL RETURN

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

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.


AUDIT EXEMPTION FOR CERTAIN COMPANIES

The Registrar has yet to exercise the exemption and therefore, the audit requirement is still mandatory for all Companies.


PENALTIES INCREASED

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.