QNA10 : Alternative reduction of capital and share buy back procedures

(English) Fundamentals & Updates to Mastering the NEW Companies Act 2016 by Mah Li Chen (MAICSA Chartered Secretary)

Overview of the NEW Companies Act

Introduction (4:12)
Training Content
Introduction (8:02)
How did it all started? (1:15)
What’s next? & An Overview (2:05)
Part A : Company’s Formation, Company Secretaries,and matters related (10:33)
Part B : Capital Raising & Maintenance Rules (2:51)
Part C: Corporate Governance& Shareholders ’ Rights (13:02)
QNA1 : How New Act Can Support Entrepreneurship? (1:19)
QNA2: Investment Holding Company for Property (1:17)
QNA3: Checklist that Guides on Setting Up Company (0:46)
QNA4: How to take Advantage on the Changes? (3:25)
QNA5 : How will New Company Act affect How Businesses are Conducted? (1:31)
QNA6 : Directors' Powers (1:27)
QNA7 : Understanding the setup process and structure of each type of company (1:54)
QNA8: Major secretarial action in daily secretarial practice (2:46)
QNA9 : Business continuity and succession after death (1:05)
QNA10: Advantages and Disadvantages (1:35)
QNA11 : Do we need to hold AGM, pass directors' resolution, etc. (0:57)
QNA 12: Amendments and New Clauses in the Schedule of Forms? (0:40)
QNA13: Secretary's responsibilty, online submission, compound, compliance (2:10)
QNA14: How to convert from Sendirian Berhad to Berhad company? (1:04)
QNA15: Does this act apply on Single Shareholder Sendirian Berhad? (1:09)
QNA16 : How heavy is the Penalty? (1:00)
QNA17 : How well protected are investors after this new act? (0:41)
QNA18 : More information on Restrictions and Red Tape (1:37)
QNA19 : Latest changes in New Companies Act and how to deal with them? (0:35)
QNA20: Procedures for change especially on documentation (1:03)
QNA21: Difference between Old and Newly Amended Act (0:31)
QNA22: Contemporary issues on Company Secretarial Practices & Updates on latest Companies Bill (0:41)
QNA23: Do we need to amend provision in M&A to suit the provision in New Companies Act? (0:39)
QNA24: What's the reference of the Bills? (0:43)
QNA25: Is this New Act easy to incorporate but difficult to wind up? (2:09)
QNA26: Does this New Act impact Sole Proprietor? (0:33)
QNA27: Timeframe for Implementation for New Company Act (0:21)
QNA28: If sole director dies, is there a timeframe to allow for appointment of a replacement director? (0:31)
QNA29: If no more company secretary, does it mean that the biz owner needs to do the audited account on their own? (1:58)
QNA30: When will annual return shall be found? (0:26)
QNA31: How can we check for trade name internationally so it doesn't violate intellectual property? (2:13)
QNA32: What is the rational behind these changes? (1:41)

Training #02: Company Formation

Introduction (4:56)
Training Content
Introduction to Companies Bill 2015 (4:57)
An Overview (2:01)
Part A : Company Formation and matters related thereto (27:31)
QNA1 : General Questions (2:57)
QNA2 : Implications and Impact of the New Companies Act (5:16)
QNA3 : Impact on specific industry and profession (3:14)
QNA4 : Cost of Compliance (2:38)
QNA5 : Electronic filling :- Can apply online? (0:34)
QNA6 : Incorporation and related questions (4:13)
QNA7 : Minimum number of directors (1:59)
QNA8 : Sole Director and Sole Shareholder (7:59)
QNA9 : Capital (1:45)
QNA10 : Share Certificate (1:31)
QNA11 : Constitution of Company (4:36)
QNA12 : Capacity of Company (2:17)
QNA13 : Doctrine of Constructive Notice (1:20)
QNA14 : Name (1:11)
QNA15 : Company Secretaries (5:28)
QNA16 : Succession planning for single director or shareholder? (0:50)
QNA17 : Minimum Capital for Sole Proprietor in Sdn Bhd (0:55)
QNA 18 : More Latest Information (0:34)
QNA19 : Is the New Companies Act for sale? (0:17)
QNA20 : Will there be new standardized forms to be submitted for lodgement with the SSM? (1:52)
QNA21 : How to do e-filing? (0:38)
QNA22 : How will the New Companies Act affect the existing companies? (0:30)
QNA23 : Liability of Company Secretary (0:53)
QNA24: How to waive off penalties incurred by SSM? (0:47)
QNA 25: Audit Exemption (0:37)
QNA26 : Significant changes in Company Secretary's responsibilities (1:15)
QNA27 : Is there any relevance for company limited by guarantee to the New Companies Act? (0:25)
QNA28 : Is it necessary to change the cover of M&A to reflect that the company has adopted the New Companies Act? (1:30)
QNA29 : What is the proper way to register online business ? (0:41)
QNA30 : Difference between Companies Act and Companies Bill (0:31)
QNA31 : Will SSM regulate our CPD points too? (1:09)
QNA32 : If have practising cert with MAICSA, still need to register with SSM? (1:34)
QNA33 : How to notify SSM for changes in ROM? (0:34)
QNA34 : How company secretary should register with CCM? (1:03)
QNA35 : Can ROM be in soft copy too? (0:52)
QNA36 : Will the SSM give us a template of the Constitution on their portal? (1:37)
QNA37 : Will SSM train us to draft the Constitution ? (0:44)
QNA38 : Do we submit FS / AR as usual? (2:28)
QNA39 : Are these webinars eligible for CPD points? (1:02)
QNA40 : Is there provision for a person who created website of an unlisted company where it is not listed with the Registrar? (1:01)
QNA41: Need physical signature or electronic signature? (0:26)
QNA42: Can use electronic CTC? (1:06)
QNA43 : Can a foreigner who has Malaysia as second home, can register as sole director and shareholder? (2:02)
QNA44 : Can a foreigner become a sole director and shareholder? (0:34)
QNA45 : With the new proposed registry, what is the status of the CA's and MAICSA memebers acting as Cosecs? (0:35)
QNA46 : Is an in house practising company secretary required to apply practising certificate from SSM? (0:39)
QNA47 : The AGM is due on anniversary of incorporation, , so can we have the AGM due before the anniversary date? What about filing due date of Annual Return after the AGM? (4:30)
QNA48 : When there is no AGM, must audited accounts be lodged for Sdn Bhd? (0:37)

Training #03: Capital Raising and Capital Maintenance Rules

Introduction
Training Content
Introduction (1:41)
How it all started ? (2:18)
What's Next ? (2:00)
An Overview (1:36)
No Par Value Regime (7:21)
Solvency Test (5:37)
Alternative Procedures for the Reduction of Capital (16:37)
Policies relating to Share Buyback (6:32)
Reference of Preference Shares and Payment Dividends (3:44)
QNA1: What is the meaning of no par value? (1:54)
QNA2 : How to convert share capital from those with par value to those without? (1:14)
QNA3 What is the minimum par value for share? (0:33)
QNA4 : Does par value shares means that all shares are of value of only RM1? (1:19)
QNA5 : If without par value, what value will the company be using? (1:16)
QNA6 : How does the no par value work for fundraising in unlisted public company? (0:53)
QNA7 : The effects of no par value (0:38)
QNA8 : How to calculate solvency test? (0:44)
QNA9 : How does share buy back work (1:28)
QNA10 : Alternative reduction of capital and share buy back procedures (0:51)
QNA11 : Capital Maintenance (1:47)
QNA12 : Capital Duty (1:24)
QNA13 : Raising Capital and procedure (1:06)
QNA14 : What is important to be cautious in raising capital in the Act? (1:18)
QNA15 : Is it legal to invite my friends on Facebook to invest in my company as shareholders ? (1:39)
QNA16 : Multiple ways to raise capitals for property investment (0:57)
QNA17 : What about private borrowing not involving banks? (0:43)
QNA18 : How to raise capital with no network? (0:29)
QNA19 : What are the options for raising capital without diluting share holding? (0:26)
QNA20 : Any restrictions on capital raising? (0:27)
QNA21 : Is loan from owner or director a better way to protect owner interest compared to injecting share capital? (1:16)
QNA22 : How to determine the share price? (0:40)
QNA23 : Share transfer procedure (2:13)
QNA24 : What is the minimum nominal capital structure? Can it be RM0.01 per share? (1:06)
QNA25 : What is paid up capital? (1:57)
QNA26 : How do you increase the value amount of a company? (1:17)
QNA27 : The provision regards clear share premium in 2 years, how to go about it ? (1:53)
QNA28 : Can dividen out of past years accumulate undistributable profits although the company incurred a loss in current year? (1:44)
QNA29 : Is there any guidance for issuance of new shares and declaration of dividend under the new regime? (0:43)
QNA30 : Dividen Policy (0:46)
QNA31 : Acts and Enforcement (1:24)
QNA32 : What are the major changes impacting the business in general? Will it be more business friendly? (1:08)
QNA33 : When a private limited company is voluntarily closed, can the same be reactivated? (1:22)
QNA34 : How does the new act affect companies with foreign directors and shareholders? (1:21)
QNA35 : Is Statutory Audit still required? (0:35)
QNA36 : Any listing on the type of companies or industries that need to be audited? (0:33)
QNA37 : Any changes on reservation of company name? (0:45)
QNA38 : How to convert soleproprietor to 1 shareholder sendirian berhad under this new act and is there any business type restriction for 1 shareholder sendirian berhad setup ? (1:13)
QNA39 : Legal requirements for 1 person director under new act? (0:45)
QNA40 : Does New Companies Act allow 1 director, 1 shareholder only? (0:20)
QNA41 : Criteria for Sdn Bhd (0:39)
QNA42 : Amendments to M&A to the Constitution, is there any sample from SSM as what we have adopted in Table A? (2:06)
QNA43 : Does the new act benefit business owner and what kind of benefit do we get? (0:36)
QNA44 : What is the impact of new business startup? (0:34)
QNA45 : Any impact to SME company? (0:34)
QNA46 : Do MIA member still have to register for practising certificate with SSM? (0:50)
QNA47 : How will it impact Corporate Secretarial business? (2:00)
QNA48 : How will new companies act affect the company secretary overall? (0:30)
QNA49 : For companies on the year 30/6/17, half of their records under CA1965, half now under CA 2016, any problem anticipated? (1:42)
QNA50 : Can we treat amount in 'capital reserve' as though it is share premium and can dividen out? (0:54)
QNA51 : Distribution of dividends need solvency statement? (0:21)
QNA52 : Does it mean that individual shareholder are not allowewd to inject more than 10% of the share capital? (0:44)
QNA53 : Is there any checklist or template for a step by step solvency test to be carried out by the directors? (0:48)
QNA54 : How is a redemption of preference shares out the capital of the company done? (0:38)
QNA55 : For recovery of unauthorised/improper dividend payout, do we recover through civil suit? (0:44)
QNA56 : Crowdfunding is new in Asia/Malaysia, how does it work in terms of offering shares? What are the effects on a company's current capital? (1:57)
QNA57 : Can at any one time determine the number of share has issued? (0:47)
QNA58 : If we have 2 directors, 2 shareholders, can we reduce from 2 to 1 each, how to reduce? (1:32)
QNA59 : If single director passes away, what will happen? (0:48)
QNA60 : How to go about the subscriber's share & subsequent share allotment with no par value regime? (1:48)
QNA61 : How to calculate the consideration value when transfer of shares ? (1:50)
QNA62 : Are the new shares to be issued under NPV still the same class with the existing shares through share price per share differs? (1:04)
QNA63 : Major change that may impact Director's responsibility in the New Companies Act? (0:52)
QNA64 : Can Malaysia companies accept the fundraising from other country? (0:50)
QNA65 : Can at any time one determine the number of shares one has issued? (0:33)
QNA66 : Status of small company audits requirement (0:29)
QNA67 : What will happen to current KLSE shares with different par value shares? (1:38)
QNA68 : Can I issue a share for RM10 to one shareholder and later to another shareholder RM 100 per share? (1:14)

Training #04: Corporate Governance and Shareholders’ Rights

Introduction (3:44)
Training Content
New definition for Persons connected and control in a Body Corporate (6:16)
The New S132E (10:43)
Elimination of the new S132E (4:40)
Annual General Meeting (4:29)
Annual Return (4:31)
Business Review (2:11)
Mandatory Audit Rules (2:00)
Appointments of Auditors for Private Companies and Rules Relating to Resignation of Auditors (1:36)
Directors (3:59)
Residency Requirement and Directors' fees and benefits (2:09)
Appointment and Resignation of Directors and Vacancy (3:16)
Inspection of Director's Service Contract and Payment for Loss of Office (1:34)
Disqualification of Directors (2:14)
No Substantial Change (1:13)
Member's Rights (5:29)
Statutory Derivative Action (0:49)
Variation of Class Rights (2:02)

Training #04 Q&A: Corporate Governance and Shareholders’ Rights (Q&A Session)

Introduction
Training Content
QNA1 Questions regarding EPC (7:28)
QNA 2 DO shareholders need to approve the salary and benefits for executive directors (1:54)
QNA3 Is it mandatory for directors of listed companies to have a service contract? Does service contract include the normal appointment letter issued to the Executive director who is also an employee of the company? (1:34)
QNA4 If we want to do away with the AGM basically we have to adopt the new constitution? Or do we just have to remove the "meeting" clause in out current M&A. Can we partially adopt the new constitution or we have to change it as a whole? (3:17)
QNA5 When a shareholder arrive at the venue after meeting has started, can that shareholder vote for the poll (2:41)
QNA6 AGM is not mandatory for private companies. Is it advisable to hold AGMs for private companies? (3:18)
QNA7 Is dormant private company required to get its accounts audited if no AGM is required? (0:52)
QNA8 Procedures to submit annual return (1:16)
QNA9 Shareholders' rights (1:07)
QNA10 Shareholders agreement or M&A, which protects the shareholders? (2:38)
QNA11 Is the service contract S231 compulsory? What happens if the director do not have a service contract? (1:12)
QNA12 Determination of Director's residency. Must the director be a Malaysian? (1:26)
QNA13 Companies Act, Appointment and Resignation of Directors (1:57)
QNA14 What are the roles of company secretary when shareholder's dispute? (1:28)
QNA15 What is transmission of share and in what form? If Director refused to approve share transfer, what is the right of shareholders (6:27)
QNA16 Transfer of shares, form 32A submit to SSM. Which is the actual date to submit to SSM- 14 days from stamping or date of Form 32A (4:13)
QNA17 Should a company adopt Constitution? (4:39)
QNA18 How can finance students benefit from this training? (1:17)
QNA19 How should SME re-form to perform best with New Company Acts? (3:40)
QNA20 Is it ok for the listed company to have no service contract with Directors? (3:38)
QNA21 Which are the company secretary practices we should look into and prepare ahead? (1:35)
QNA22 re Sec 196(4)(a), a director appointed will have principal place in Malaysia. If a company has 3 directors, 2 are Malaysian residents and 1 is Singaporean resides in S'pore. With new CA2016, will he has to show proof that he has principal place in Malaysia, now that he resudes in Singapore (2:25)
QNA23 If 1 company want to change secretarial company 2 shareholder 51% and 49% but the director 49% directors does not want to change secretary. Can still change or not? (4:10)
QNA24 If the directors want to back date the Form 32A, is that possible since the stamoing date is always the current date anyway? (1:53)
QNA25 Is shareholders getting more protection? (0:47)
QNA26 Is company director fee compulsory? (0:30)
QNA27 If major shareholder does not want to declare dividend, what can minority shareholder do? (1:59)
QNA28 Strike off company (0:21)
QNA29 How the Corporate Governance will bind the Companies with the new act (1:47)
QNA30 Do we need to pay/ use company secretary after the new act is gazetted? Since everyone can register online later at SSM (1:10)
QNA31 Can a foreigner incorporate a company, that is wholly owned by a corporate body with the New Companies Act? (0:53)
QNA32 What is the major changes in Corporate Governance etc? Will these incline with the MCCG 2012? (0:58)

Training #05: Insolvency, Enforcement and Regulations and Others

Introduction (3:59)
Training Content
Judicial Management Scheme (5:10)
Corporate Voluntary Arrangement (3:42)
Court has Power to terminate Winding Up (3:28)
Enforcement and Regulations (22:09)
QNA1 Are there any difference in procedure and requirements for applications for strike off? (0:34)
QNA2 What is the process of winding up? (2:55)
QNA3 How to protect personal asset from company insolvency? (2:54)
QNA4 How to dissolve a company for sole director and member? (1:17)
QNA5 What will be the main difference to the new winding up process? (0:51)
QNA6 Insolvency- Can the company wind up voluntarily? (0:47)
QNA7 What if the company wants to strike of but one of the director goes missing? (1:58)
QNA8 Will there be any changes in the striking off of Company from the Register of Companies? (0:30)
QNA9 For Property Purchase in Malaysia, in order to save more tax, what type of company is needed to set up for above purpose? (1:13)
QNA10 How would New Companies Act affects the auditing industry? (3:30)
QNA11 What are the important terms and conditions to address in the service agreement by the CoSec to the sole director and sole members? (2:09)
QNA12 With time, can annual return filing time gap between last filing be only within 1-2 months? (1:31)
QNA13 How can I resign as a Director when the rest of Director may not agree and the company is not doing well? (0:48)
QNA14 Does it mean that there are no changes in winding up by way of MVL, CVL and by court? On the procedure? (0:48)
QNA15 For a private exempt company of a size of RM25million, is the private exemption clause still available? (4:13)
QNA16 As to PC for chartered secretary, is it that MAICSA practising members will have to maintain 2 PC, is : from MAICSA& the other from SSM whereas the License Sec only need 1 PC from SSM? (1:46)
QNA17 If the company has been struck off or in process of striking off under S308 of the CA1965 when CA2016 implemented, whether the company is required to keep records for 15 years or 7 years? (2:40)
QNA18 Can Pte Lt company be converted to LLP without going through insolvency of the Private Limited? (1:02)
QNA19 If Sdn Bhd did not file annual report for several years, What are the consequences and do they normally entertain appeal. What are the implications to directors? (1:56)
QNA20 I think the company secretary firms will have to repackage the new incorporation of company. I.e; to offer incorporation as free service or at a minimal fee if the new co appoint the cosec firm as the company secretary in order to get more business. Will this happen? (1:06)

Training #06: Updates & Latest Development on Companies Act 2016 as of Jan 2017

Introduction (8:41)
Training Content

Latest Updates on the Development of the NEW Companies Act 2016 (Part 1)

Introduction
1. Introduction & Objectives (1:42)
2. General Requirements (2:16)
3. Lodgement of Documents (13:16)
4. Fee (1:16)
5. Late Lodgement Penalty (3:11)
6. Documents of Completion (0:50)
7. Amendments of Documents under this Practice Directive (1:08)

Latest Updates on the Development of the NEW Companies Act 2016 Plus Q&A Session (Part 2)

Introduction
Video Training (170:02)

Latest Updates on the Development of the NEW Companies Act 2016 (as of April 2017)

Introduction
Training Content
Video Training (292:13)
Documents under the Companies Act 2016, the lodgement requirements and related matters (1:15)
Objective (1:43)
Background (0:48)
Lodgement of Notification of change in the business address and/or nature of business (1:51)
Objectives of the Clarification on the Utilization of Credit Standing in the Share Premium Accounts and the Capital Redemption reserves under Section 618 (1:24)
Background (11:13)
Utilization of Credit Standing in the Share Premium Account pursuant to paragraph 618(3)(c) and Subsection 618(4) of the Companies Act 2016 (8:11)

Latest Updates on the Development of the NEW Companies Act 2016 Plus Q&A Session (as of Jun 2017)

Introduction
Training Content
FAQ 1 : A company adopted Table A as it's legacy MAA. Last AGM was 31/6/16. Year ended 31/12/16. Can this company circulate it's FS on or before 30/6/17 to compliance with Section 258 of CA 2016 and has it's AGM at a later date, i.e. within 15 months from last AGM? (13:55)
FAQ 2 : Can you please advise on the steps to be taken to nominate the next-of-kin for one director private company? (4:58)
FAQ3 : My audit report date is 13/5/17 and circulation date lapse is 13/6/17. Can I file it on 30/6 to SSM. Another case is audit date is 30/6. Can I file on circulation within 30 days lapse on 30/7 ? (4:36)
FAQ 4 : Wondering if it is necessary/ compulsary that for Sdn Bhd company, notice of AGM must be sent together with audited account report or it can be done separately? (2:01)
FAQ 5 : A Sdn Bhd with registered capital 200K. Now company running with low cashflow. Now director want to increase capital by injecting cash. Not at 1 lumpsum but gradually for 250K over the FY. The capital injected is his FD. So do I have to lodge SSM to increase capital top up from 1K or can just go straight to debit cash / credit capital? Is filling to SSM a must if the capital injected will be withdrawn within the same year or the year immediately after when project revenue realised? (3:32)
FAQ 6 : Can assist on AGM of a public company which is 100% owned of holding company? How do we go about it ? (4:01)
FAQ 7 : May I know how to do "retirement of director" under section 206 CA 2016 ? (0:36)
FAQ 8 : What are the important deadline for Sdn Bhd, Companies Act 2016 matters under SSM, Income Tax matters under LHDN, payroll matters with KWSP, Perkeso and LHDN, GST matters under Customs ? (2:00)
FAQ 9 : Please help me to get the sample of Directors' Circular Resolution for dividend distributions, Dividend distribution list, Dividend distribution for solvency declaration, form/ statement for solvency declaration? (1:43)
FAQ 10 : Newly incorporated companies have their first Directors' meeting and wish to adopt the Common seal. Are we to lodge a constitution or we submit S36 TO SSM? (2:12)
FAQ 11 : Kindly advise how to update Section B of Annual Return if the Company had issue share with premium before 31 January 2017. i.e. 2 shares at RM1.00 each fully paid. 998 shares at RM6.90 each fully paid (at a premium of RM5.90 per share) (1:54)
FAQ 12 : Previously, a wholly owned private limited company could convene its EGM pursuant to Section 147(6) of the CA 1965. Under the new Companies Act 2016, which Section would apply and would a 21 days notice be required for calling of a GM of this wholly owned subsidiary to pass a Special Resolution? (3:35)
FAQ 13 : Since M&A is optional under CA2016, which document will be replaced for M&A when start up a new private company? (0:37)
FAQ 14 : Please provide guidelines for company wholly owned by a corporate (local) or foreign corporate shareholder? (1:04)
FAQ 15 : For capital reduction, can we refund to only 1 shareholder who had pumped in at higher calue only? (0:34)
FAQ 16 : The Act only requires AFS is circulated in Sdn Bhd. Does it mean no need members' approval of AFS anymore? (0:36)
FAQ 17 : Can an authorised representative appointed under Sec 333 of CA2016 sign on written resolution? (0:31)
FAQ 18 : Can a company do an allotment of share having two pricing in one allotment since no par value required. E.g. Allotment 1000 shares - 500 shares with rm500 and another 500 shares with rm1000 in one same allotment? (0:50)
FAQ 19 : What is the purpose of circulating the FS to members without calling for a meeting and how do the members get their queries addressed? (0:57)
FAQ 20 : If we send out together with 14 days notice, then the 30 days circulation period is counted from the day the FS is sent out? (0:36)
FAQ 21 : For a public company which is 100% pwner or there's only 2-5 members, do they need to hold physical AGM and call the auditors to attend the AGM? or can it be done via paper AGM? (1:34)
FAQ 22 : The format of resolution was the same previously when we refer to SEc 147 but now omit the wording SEc 147. Previously under SEc147, we did not have to prepare the full set, notice/ attendance but now it's just like holding an actual meeting ? (0:50)
FAQ 23 : Previously a Sendirian Berhad paid up capital is 200K at RM1 each, recently issued share RM300K, ROA approved, can you advise on updating ROM? (1:05)
FAQ 24 : You advised that common seal can be adopted under CA 2016 without having to have constitution. Then on the execution of documents with common seal without constitution, do we follow S66(2)? (0:26)
FAQ 25 : After a company is done with capital reduction , should we apply to strike off of the company or must go by winding up? Will SSM reject strike off application and request to go for winding up since the company have excess cash to go for winding up? (2:30)
FAQ 26: Is it correct that the auditors are to circulate the FS to the members under Sec 266(1)b? (3:21)
FAQ 27 : In CA 65, strike off need to do declaration of solvency, how about now? Manage got the new check list, but it is silent on declaration of solvency (1:15)
FAQ 28 : Can we do a written resolution for a wholly owned subsidiary and signed by the appointed corp rep without full set (notice, minutes and attendance list)? (3:10)
FAQ 29 : Is there any stamping fees on allotment of new shares? (0:20)
FAQ 30 : What documents to be attached when lodging ROA and ROM? (0:33)
FAQ 31: FS already circulated and filed to SSM, later held AGM. Do we need to include FS for tabling at the AGM? If so, no need for refilling again to SSM but just file ART? (2:03)
FAQ 32: What is the difference between S36 V S32 Lodgement of Constitution (for adoption of new Constitution by existing companies) ? (0:57)
FAQ 33 : Do we need to change the wordings "M&A" to "Constitution" of the existing M&A? (0:33)
FAQ 34 : Does it mean that we must do meeting for decision for wholly owned and cannot by written resolution sign by the Corporate Rep? (0:40)
FAQ 35 : Can the date of adoption differ from the the data of resolution for the purpose of adopting a constitution under section 32? (0:57)
FAQ 36 : What is the procedure if a company intends to abolish its existing M&A and will only adopt a new constitution at a later date? (1:22)
FAQ 37 : Sec 232 requires a public company or its subsidiary shall keel and maintain a copy of every director's service contract for inspection at the registered office. Does the registered office means at the address of the subsidiary company? (1:27)
FAQ 38 :Does the company's name need to be displayed at the place where the accounting records are kept? (0:29)
FAQ 39 : Must a company notify SSM the location where the accounting records are kept, if the accounting records or other records are kept at all regional offices, outlets and warehouse? (2:42)
FAQ 40 : What does the term "financial records" in the Companies Act 2016, refers to? (2:42)
FAQ 41 : If a director does not have any business address or e-mail address and his residential address is the only address used for communication, must the company notify SSM the service address? (2:24)
FAQ 42 : Does service address include telefax, any electronic transmission or messenger application? (1:02)
FAQ 43 : Does benefit payable to directors under S230 includes any types of benefits inclusing driver, tele-communication device, medical benefits, training benefits, D&O insurance, discount given for Director to purchase the company's products, e.g. staff discount for house and car, benefits-in-kind ("BIK") given to a salaried Executive Director e.g. leave passage, maid, children's education fees, company car etc. or benefits that are convertible into cash? (1:47)
FAQ 44 : Does the BIK as stated in his employment contract of a executive director falls under the director's benefit and require shareholders approval? (0:56)
FAQ 45 : Does Dividend Reinvestment Plan fall under the exemption of members' approval for allotment under Section 75(2)(a)? (1:12)
FAQ 46 : How would the auditor and shareholders know that the existing auditor has been deemed re-appointed under Section 270? Notice of Objection on the deemed re-appointment shall be received by the company at least 30 days before circulation of Audited Financial Statements. How would the members know when will be the circulation data in accordance with Section 258 (1)? [within 6 months from the FYE for Sdn Bhd; at least 21 days before AGM] (6:24)
FAQ 47 : Circulation of First Set of Audited Financial Statements for Sdn Bhd (2:40)
FAQ 48 : Notfication of substantial shareholder under section 141. How will a substantial shareholder "serve" the notice under section 141 to SSM ? Can it be by fax or email ? (1:05)
FAQ 49 : Lodgement will be done by substantial shareholder or through company secretary? Does it attract payment of RM100 under item 48 in the Schedule of Fee? (1:26)
FAQ 50 : What are the documents fall under item 48 of the Schedule of Fee? (0:21)
FAQ 51 : How does the 3 or 5 days' notification period apply if the acquisition or change of substantial interest is on Friday and Monday is a public holiday? Can we apply the concept in Interpretation Act, i.e. excluding Sunday and public holidays? (2:07)
FAQ 52 : Substantial shareholder will now need to give two (2) notices, one under section 137, 138 or 139 and another one under section 141? Why can't the substantial shareholder submit to SSM the same notice served to the company, instead of submitting another form under section 141? (0:55)
FAQ 53 : If the notification under section 141 is to be lodged by the secretary of the company [as referenced in section 134(2)], does it mean that the secretary will have to lodge w documents, one under section 141 (on the same dat when the notice under sections 137, 138 or 139 has been given to the company) and another one undeer Section 51 on changes to the Register of Members assuming it is a non-listed company (within 14 days)? (2:08)
FAQ 54 : Section 290(2) states that, resolution of members of a public company shall be passed at a meeting of members, does that mean public company can no longer pass a Member's Circular Resolution? Since there is no provision equivalent to section 147 (6) of the Companies Act 1965, for wholly-owned subsidiary's general meeting, willa physical meeting need to be convened? i.e. notice, attendance list and minutes to be prepared accordingly? (2:24)
FAQ 55 : Since dividend is declared by the Directors, there shall be no differentiation between interim dividend and final dividend, unless the Constitution (e.g. Table A) provides otherwise? (1:29)
FAQ 56 : Dividends can be made out of available profits if the company is solvent. What is the basis of the solvency test? Will the solvency test be effected on the date of declaration ? (1:55)
FAQ 57 : If prior approval of the Board has been obtained to effect the Directors & Officers Insurance ("D&O Insurance") for its Directors and Officers as per section 289(5), do the Directors have to contribute to pay the premium or cost of insurance in order to enjoy the protection of indemnification under this section? (0:58)
FAQ 58 : "Next of Kin" for One Person Company is not defined under this Act. Any guidelines from SSM? (1:43)
FAQ 59 : What is the difference between special resolution and written resolution? (2:27)
FAQ 60 : For final and interim dividend, does it only require Board approval? (1:29)
FAQ 61 : Can anyone confirm for declaration of dividend for private companies, need to prepare a solvency statement? and does this statement need to be filed with SSM? (2:38)

(Post SSM National Conference & MAICSA Annual Conference) Latest Updates on the Development of the NEW Companies Act 2016 Plus Q&A Session