We start with this year’s top company law cases in Malaysia. I will do things a bit differently as there were a number of interesting company law decisions. So I group the cases (which are more than five) into five areas of company law issues. Continue reading →
On 10 April 2020, the Companies Commission of Malaysia (SSM) announced that seven reliefs will be provided to companies in light of the COVID-19 outbreak and Malaysia’s Movement Control Order (MCO). These initiatives are very much welcomed. They range from temporary protection from winding up of companies, extension of time to lodge statutory documents, and an extension of time for the annual general meeting.
I will cover each of these seven reliefs and with some brief comments.
I set out a case update on two recent High Court cases relating to the resignation of directors and on section 208 of the Companies Act 2016 (CA 2016) on giving the written notice of resignation as a director.
In the first case of Wong Kok Meng, the Court confirmed that a director’s resignation need not be accepted by the company and there need not be a resolution accepting such a resignation.
In the second case of Tan Kei Vin, it also dealt with the issuance of a director’s notice of resignation. That written notice took effect immediately when delivered to the company’s registered office.
There is already an existing provision in the Companies Act 2016 (CA 2016) that deals with beneficial ownership. But perhaps, it does not go far enough.
It is important to identify the beneficial owner of a legal entity such as a company, a trust or a partnership. This will ensure tax transparency, and help to fight against tax evasion and financial crimes such as money laundering or terrorism financing. The true controllers of companies will be brought out of the shadows.
I set out some global trends, and I explain the existing Malaysian provision under the Companies Act 2016 (CA 2016) and the possible direction going forward.
[edit: On 8 November 2019, the Companies Commission of Malaysia issued its consultation document on the reporting framework for beneficial ownership. I have since written about it and with my observations over here.]
Section 241 of the Companies Act 2016 (CA 2016) has come into force today on 15 March 2019 (see P.U.(B) 138/2019). This is the last provision of the CA 2016 to be brought into force. Under this section, all qualified persons who wish to act as a company secretary must register with the Registrar of Companies.
The Companies Commission of Malaysia, or Suruhanjaya Syarikat Malaysia (SSM), will be bringing into force the last remaining provision of the Companies Act 2016 (CA 2016). This is section 241 of the CA 2016 on the requirement for all company secretaries to register with SSM. SSM will issue practising certificates to all company secretaries.