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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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.

abandoned-housing

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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Companies Act 2016: The New Dynamics of Company Law in Malaysia

I have been working hard over the last few months writing my book, ‘Companies Act 2016: The New Dynamics of Company Law in Malaysia‘. The process was tiring but very rewarding. It was a culmination of my 10-over years of experience in company law.

My co-author is Kenneth Foo, an experienced Chartered Company Secretary. In this book, we have combined our experience in company law, company secretarial, compliance and insolvency practice. The book will be officially launched at an event on 24 January 2017. Read below for more information.

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Closing Down a Company: Winding Up Law in Malaysia

The winding up of a company is the process of bringing an end to a company. The company’s assets are sold off and then used to pay off the company’s debts. Any excess proceeds are then returned to the shareholders of the company.

Here, I will give a brief overview of winding up law in Malaysia. We will start with getting our terminology right.

Mind Your Language: Winding Up, Not Bankruptcy

mind your language

In getting our terminology right, we should refer to the term ‘winding up’ or even ‘liquidation’ when referring to this process of winding up a company. In Malaysia (and a few other jurisdictions like Singapore, the UK and Australia), these are the correct terms to be used. In contrast, in Malaysia at least, the term ‘bankruptcy’ is for individuals and where an individual may be adjudged bankrupt. Continue reading

Choosing the right business vehicle for your startup or small business in Malaysia

This post is a part of a series based on my Law for Startups workshop at MaGIC in September 2015. It’s a basic introduction to legalities for startup founders. You can access the slides here.

Read the earlier posts for context:

  1. Law for startups in Malaysia — building on the best foundations.
  2. The legal landscape in Malaysia for startups — a hybrid of traditional corporate practices and Silicon Valley models.

One of the earliest decisions that a startup or small business founder will have to make is choosing the right business vehicle through which the business/idea will be carried out.

Business vehicle options

The most common business vehicle options in Malaysia are —

  1. sole proprietorships / partnerships;
  2. private limited liability companies (Companies / Sdn Bhd); and
  3. most recently, the limited liability partnership (LLP).
Unfortunately, Elon hasn't made this vehicle available in Malaysia yet.
Unfortunately, Elon hasn’t made this vehicle available in Malaysia yet.

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