Speaking at the Companies Commission: Closing of Companies and LLPs

On 23 February 2017, I will be speaking at the Companies Commission of Malaysia for a talk entitled Closing of Companies and Limited Liability Partnerships. I am an associate speaker for COMTRAC, the Companies Commission of Malaysia Training Academy.

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There has been overwhelming response for this talk and the registration has already closed unfortunately. My co-speaker will be Puan Norhaslinda Salleh, Head of the Insolvency in the Registration Services Division of the Companies Commission.

The talk will be based on all the new provisions of the Companies Act 2016 as well as the Limited Liability Partnerships Act 2012. The focus will be the closing down of a business, whether it is the winding up of a company or a LLP. We will be sharing from our practical experience, and in particular, my co-speaker will be able to share from the regulator’s perspective.

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 We will cover areas on:

  1. Understand the process of winding up and its impact on the company, creditors and liquidators.
  2. Appreciate the difference in the two voluntary winding up processes.
  3. Identify the different effects of voluntary winding up on legal proceedings.
  4. Recognise the different grounds to initiate the court winding up process.
  5. Understand the court winding up process from the statutory demand until the winding up order.
  6. Be aware of the striking off procedure and to avoid striking off.
  7. How to apply for the striking off for a dormant company.
  8. Applying for the reinstatement of a struck off company.
  9. Learn on the practical issues arising from the management of assets of dissolved companies.
  10. Understand the winding up and striking off procedure for LLPs.

The Companies Act 2016 in force on 31 January 2017: 10 Things To Immediately Prepare For

It is now confirmed through the gazette notice. The Companies Act 2016 will come into force on 31 January 2017.

The entire Companies Act 2016 will come into operation except for the sections on: (1) the company secretary’s registration with the Registrar of Companies; and (2) the corporate rescue mechanisms. Hence, effectively, all companies will now have to operate under the Companies Act 2016 framework.

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With 31 January 2017 merely days away, I set out the 10 crucial things companies can consider preparing for under the Companies Act 2016.

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Launch of My Book on the Companies Act 2016

Today was the official launch of my book on Companies Act 2016: The New Dynamics of Company Law in Malaysia. For those of you interested to purchase a copy, you can click on the image below to place your orders with CLJ Law. The retail price of the book is RM250.

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I am incredibly proud and very humbled to see the book finally in print. I hope that it contributes in some small way to the development of company law in Malaysia. Continue reading

Companies Act 2016: Effective 31 January 2017

The Companies Commission of Malaysia (SSM) has announced that the Companies Act 2016 will be brought into force, in stages, starting from 31 January 2017. [update: The gazette notice has been issued. Almost all of the provisions of the new Act will be brought into force on 31 January 2017. I have written about this and the 10 things to immediately prepare for.]

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There is a lot of uncertainty on which parts of the new Act will be brought into force first. What are some of the immediate changes that will be effective in two weeks’ time? I try to deal with some of these issues.

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Companies Act 2016 Audit Exemption: Opposition to Exempting Small Companies

In my earlier post, I had highlighted the proposed audit exemption for dormant companies and small companies under the Companies Act 2016. This would be carried out through a Practice Directive on Audit Exemption. The Companies Commission of Malaysia (SSM)  invited feedback on this proposed move.

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Pic from NY – http://nyphotographic.com/

SSM has now published the feedback it has received and has extended the deadline for feedback until 28 February 2017. From the feedback, there appears to be mixed views. In general, there is support for allowing dormant companies to no longer require an auditor. However, there are differing views on whether to allow audit exemption for small companies. A majority of the responses objected to such an exemption. Continue reading

Liquidators’ Conflict in Abandoned Housing Projects

Abandoned housing projects still occur in Malaysia. From 2009 to 2016, it was reported that there were 225 abandoned housing projects affecting more than 40,000 house buyers. In the worst case scenario, the housing developer may go bust and will get wound up. A liquidator is then appointed over the company.

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In such a scenario, the liquidator may play a crucial role in reviving the abandoned housing project. The liquidator may be able to obtain funding from a white knight investor, or with help from the relevant ministry, the Ministry of Urban Wellbeing, Housing and Local Government.

However, the liquidator may face a conflict between two competing roles. Firstly, a liquidator undertakes duties and obligations under the Companies Act 1965 (and also under the new Companies Act 2016 when it comes into force). The liquidator’s role is to sell off the assets of the wound up company and distribute the monies to the creditors. Secondly, in an abandoned housing development, the liquidator may attempt to revive the project and to effectively carry on the duties of a housing developer, raise funds, and to collect money.

A recent Court of Appeal decision may cast some doubt on permitting a liquidator to revive an abandoned housing project.

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