SSM - Technical issues from Companies Act 2016

The following issues arising from the Companies Act 2016 were discussed with Suruhanjaya Syarikat Malaysia (SSM) at a meeting

held on 24 February 2017.

Members should note that the views expressed in the list below are not the views of the Institute and the Institute takes no

responsibility for any consequences or actions taken based on the views, opinions and information contained in the list and neither

shall it be held liable or construed to have offer any advisory views or services rendered and/or deemed advertised for the same. It is

advisable for members to seek independent legal opinion or other professional advice in respect to the company secretarial practice

issues of concern to them or their organisations or clients, in case of doubt.

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1. Section 20

Section 20 CA 1965 provides that no act shall be

invalidated by reason only because it is ultra vires.

Does it mean that if the company adopts its current

M&A as its constitution, it will still be bound by its

objects clause although no such concept is found under

the new Act?

Also, by choosing the MSIC Code for incorporation or

including it in the Annual Return, does it mean that the

company is bound by the so called objects under the

MSIC Code and it means that a company can‟t fully

exercise the concept of unlimited liability under the

Where a company has adopted a

constitution which sets out the objects of

the company, it shall be restricted from

carrying on any business or activity

which is not within those objects, and the

company shall have full capacity &

powers to achieve such objects unless the

constitution provides otherwise. [Section

35(2)(a) & (b)].

If a company adopts a constitution, the

rights, powers, duties and obligations of

the directors and members will be as set

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new Act and an introduction of the Doctrine of ultra

vires from the backdoor?

Please clarify

out in the CA 2016 save insofar as they

are modified by the constitution [Section

30(2)]. The CA 2016 further provides that

the constitution has no effect to the extent

that it contravenes or is inconsistent with

the provisions of the CA 2016 [Section

32(2)]. The restrictions only bind the

company, its directors and its members.

However, the CA 2016 has abolished the

doctrine of constructive notice. As a result

thereof, a person (a 3rd

party) who deals

with that company is not deemed to have

constructive notice of the objects and

other provisions contained in the

constitution by reason of that document

being lodged with the SSM [Section 39].

Adoption of the MSIC code is to facilitate

the users to find the relevant industrial

code which represents the nature of

business or activity.

2. Section 47

Section 47(1)(a-k) lists the documents to be kept at the

registered office.

Please clarify the following:-

1. The Financial Statements referred to

Section 47(1)(h) is meant for the audited

financial statements. The word “audited”

is omitted in anticipation of audit

exemption for private companies. Once

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1. Does the word "financial statements" in Section

47(1)(h) include Management Accounts or

Audited accounts?

2. Why is it compulsory for Board and/or Board

Committees’ minutes or resolutions to be kept

at the Registered Office, but not the minutes

and resolutions of members which are required

to be kept opened and accessible for inspection?

audit exemption is enforced, it would be

the “financial statements”.

2. Noted the rationale that it would be

more appropriate for members’ minutes

and resolutions, rather than Board

minutes and/or resolutions to be kept at

the Registered Office.

SSM will address this if necessary in the

future.

3. Section 47(1)(j)

We note that banks normally keep all the original

copies of charges created by a company as security for

facilities and only duplicate copies of which are

forwarded to the companies for their records, which

are usually kept at a place other than the registered

office.

Please clarify whether when a company creates a

charge, it is still required to file under Section 47(2)

when the company is keeping duplicate copies of

charges only.

SSM took cognizance that the original

charge instruments are usually kept by

the financial institutions. However, the

Register of Mortgages must be updated

and this could be done based on the

duplicate copy. The company is not

required to lodge a form under Section

47(2) that the original copies of the charge

instruments are kept by the financial

institutions and not at the registered

office of the company.

SSM also stated that the lodger of such

charges could be extended to include

lawyers as "authorized lodger".

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4. Sections 47(1)(i), 245 and 341

Section 47(1)(i) requires financial statements/ records

to be kept at the registered office and there is a need

notify the Registrar if it is otherwise.

Please clarify whether five forms are required to be

filed for cases where a company has five branches

or can one form be filed under Section 47(2) listing

down all the five locations.

Section 47(1)(i) may not be practical for

companies which have decentralized their

branches or out-sourced their financial

matters/records to third parties. This

would also apply to companies or

financial institutions which have

branches all over the country as well as

abroad.

Please refer to the FAQ issued on

6/3/2017 (Section D, Q2) below:-

The company is required to lodge separate

notification for each location. But if there

are other statutory books or documents

stated under Section 47 that are also kept

at the location, it is sufficient to lodge only

one notification by stating the different

types of documents being kept at that

location.

5. Section 58 Form-Note 1

Note 1 state that only changes in particulars affected

are required to be lodged. Please complete the relevant

section (s) and tick the appropriate box and attached

related resolution.

Does this mean that any change of particulars such

as expiry date of passport would also require a

board resolution etc?

Please refer to FAQ issued on 6/3/2017

(Section E, Q1) below:-

A resolution is only required to be attached

where there is a change in the appointment

or removal of a director. Changes relating

to the particulars of a director or officer

such as the passport number, address etc.

will not require any resolution

6. Section 66

Documents are defined as per the Evidence Act 1950

which involves various types of documents. Section

Please refer to FAQ issued on 6/3/2017

(Section F, Q3) below:-

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66(2) requires a director to sign all the documents as

defined in the Evidence Act.

Reading Section 64 and Section 66, it would appear

that execution of a contract on behalf of a company

could be by any person while execution of

“documents” as defined under Section 66(2)(a) is even

more stringent as it would require at least two

authorised officers, one of whom shall be a director for

such documents to be validly executed.

How are we to reconcile Section 64 and Section 66

as a sizeable company may have process, procedure

and internal control in place that many of its

documents for operational or administrative

purposes are signed by heads of divisions etc. who

in most cases are not directors of the company?

Section 67(1) stipulates that “A document is validly

executed by a company as a deed if :-

(a) it is duly executed by the company; and

(b) It is delivered as a deed.

Will a document executed by way of a deed be

recognized and be allowed provided that the

document is duly executed by the company and is

delivered as a deed as required by Section 67(1)?

Section 67(2) stipulates that a document is presumed

Section 66 should be read in totality to

which the scope is intended to cover the

execution of documents which are required

under any written law/regulations or

agreement to be executed under common

seal.

This means that where there is a

requirement under any written

law/regulations or agreement requiring the

documents to be executed by affixing the

common seal, the company the following

option:

(a) by affixing the common seal in

accordance with the conditions or

limitations in the constitution; OR

(b) by signature in accordance with

Section 66 i.e. signed by two

authorized officers, one of whom

must be a director or in the case of a

single director, by that director in the

presence of a witness.

Any document which is executed

without a common seal but in

accordance with Section 66 would

have the same effect as if it was

executed under the common seal.

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to be delivered as a deed if it is a validly executed by

the company.

Section 67(3) provides that a company may by

instrument executed as a deed, empower a person,

either generally or in respect of specified matters, to

execute deeds or other documents on its behalf.

Section 67(4) which enhances Section 67(3) reads as

follows :-

“A deed or other document executed by the

person referred to in subsection (3) shall have

effect as if the deed or document is executed by

the Company.”

For reference, Section 66(1) contains the word

“document” - defined as “has the meaning assigned to

it in the Evidence Act 1950”.

In the Osborn law dictionary, the word “deed”

is defined as follows:-

“A writing or instrument written on paper or

parchment, signed, sealed and delivered, to prove and

testify the agreement of the parties whose deed it is to

the things contained in the deed”.

There are so many types of documents within a

company to be signed. So must all documents of a

Yes, this is an option.

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company be executed under common seal, and if

not by common seal, by two authorized officers one

of whom must be a director or by a director and/or

secretary approved by the board?

7. Section 68

1. Page 1 of the form requires the location of the

financial records. Does the “financial records” here

means the “accounting records” as defined under

the CA 2016?

2. Similarly, Section A, item 3 therein also mentions

"Address of financial records are kept".

There is no definition for "financial records" so

does this refer to “financial statements” or

"accounting records" or both?

Please clarify.

3. If the anniversary date of a listed company falls

on a weekend or public holiday, what would the

date of Record of Depositors be in the absence of

the 14 days rule from the CA 2016 /new Annual

Return?

Please refer to FAQ issued on 6/3/2017

(Section N, Q3) below:-

For the purposes of Section 68, “financial

records” refers to any financial statements

of the company.

For completion of Annual Return of a

company whose shares are under Bursa

Malaysia depository system, the cut-off

date of the ROD can be fixed on a market

day preceding to the anniversary date of

the company which is not a weekly

holiday or a public holiday.

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8. Section 78(6)

Section 78(6) requires a company to file the return of

allotment shares with statement to the Registrar in

respect of allotment for otherwise than cash. However,

we noted there is no prescribed form equivalent to

Form 25 in the schedule.

Can SSM advise what prescribed statement that

the company can use in this instance?

A PDF version of the equivalent Form 25

has been uploaded in the MyCOID

system.

9. Section 129 of CA 1965, Section 205(6) and Section

619(1)

Following the repeal of Section 129 of the CA 1965,

how would re-appointment of existing Directors

over the age of 70 be carried out?

Could we rely on Section 205(6) and Section 619(1)

and deem that the director may continue in office

without the need for retirement or new

appointment or re-appointment?

If it is a new appointment, do we need to file

Section 201 Form as well as Section 58 Form?

As there have been differing secretarial

practices and approaches to this subject

matter, MAICSA members are advised to

use their professional judgement based on

their own case and scenario, and in case

of doubt, seek legal or professional advice.

SSM was of the view that a company

should not rely on the Section 619(1)

deeming provision in respect of a

Director over the age of 70 because the

Director was appointed under a fixed

term of office wherein the provision

under Section 205(1) on vacation of office

of directors shall apply as there is a

specific provision on the term of

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appointment in the resolution passed by

members at the last AGM i.e. appointed

for a fixed term of office at the last AGM

until the conclusion of the next AGM.

It was further submitted that Section

205(6) could not also be relied upon as it

refers to “re-election” of retiring

directors and not “re-appointment” of

directors.

The issue at hand is how to determine the

appointment date of the affected director.

Assuming the affected director is an

executive director, then whether there is a

break in his contract of service as this

would affect the calculation of gratuity.

Secondly whether there will be forms and

announcements to be made on the re-

appointment of the affected director.

It was suggested that there is a need to

pass a resolution to re-appoint the

affected director to continue in office

(without any lapse of time) as a director

of the company at the forthcoming AGM

before the affected director could be

counted for retirement by rotation going

forward.

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Alternatively a board resolution could be

passed to appoint the affected director

under Section 202 and this could trigger

the requisite announcement and

compliance under Section 58 on vacation

of office and simultaneously appointment

to office at the same time and Section 201

due to new appointment. This could

create confusion to public.

10. Section 132(2)/ Section 132(3)

Section 132(2) - The directors may authorize a

distribution at such time and in such amount as the

directors consider appropriate, if the directors are

satisfied that the company will be solvent immediately

after the distribution is made.

Section 132(3) - For the purpose of this Section, the

company is regarded as solvent if the company is able

to pay its debts as and when the debts become due

within 12 months immediately after the distribution is

made.

Please clarify whether the directors when assessing

the solvency of the company should just confine the

test to cash flow solvency only or both cash flow

solvency and balance-sheet solvency at the same

time on top of the subjective tests of assessing the

affairs of the company including the prospects and

The position of Section 132(3) of the CA

2016 refers to a cash flow solvency test for

dividend distribution.

It must be stressed that pursuant to

Section 131(1), distribution to

shareholders could only be made out of

PROFITS. Directors who authorize such

distributions must ensure solvency within

12 months immediately after the

DISTRIBUTION is made and not from

the date of the resolution as stipulated

under Section 132. There is a recovery

provision in Section 133.

Contravention of the above provisions

would attract penalty of not exceeding

RM3.0 million and/or five years

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liabilities and contingent liabilities of the company. imprisonment.

11. Section 132(4) / Paragraph 8.26 of the Listing

Requirement

Section 132(4) of the CA 2016 requires directors to

prevent distribution if they believe the company is

insolvent. However, Paragraph 8.26 of the Listing

Requirements prohibits any alteration of dividend

distribution once it has been declared.

What is SSM’s view on this which may not be

practical now?

Please clarify

The CA 2016 came into effect on 31

January 2017 with the exception of

Section 241 and Division 8, Part III.

Consequential to the CA 2016, Bursa

Malaysia Securities Berhad will be

amending the Listing Requirements

(“LR”) and consulting the market on the

proposed changes to the LR.

12. Section 137(4)

(1) A substantial shareholder in a company shall give

notice in writing to the company if he has any

interest related to any particular shares

(2) The notice shall—

(a) contain the name, nationality, address and full

particulars of the voting shares in which the

substantial shareholder has an interest; and

(b) include, unless the interest cannot be related

to a particular share(s)-

SSM has noted the inconsistency in the

cross-referencing and has stated that the

Section must be read in its entirety. They

have also noted the timeframe for the

disclosure is contained in Subsection (3).

SSM will address this in due course.

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(i) the name of the person who is registered

as the shareholder; and

(ii) the full particulars and the circumstances

by reason of which the substantial

shareholder has the interest.

(3) The substantial shareholder shall give the notice

referred to in Subsection (1) to the company

(a) in the case of a company whose shares are

quoted on a stock exchange, within three days

after the person becomes a substantial

shareholder; or

(b) in any other case, within five days after the

person becomes a substantial shareholder.

(4) The notice shall be given notwithstanding that the

person has ceased to be a substantial shareholder

before the expiration of the period referred to in

Section 137(2).

Please clarify whether this should be Subsection (3)

instead of Subsection (2) as Subsection (3) makes

reference to time.

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13. Section 141/ Section 134(2)(a)/ S137, 138 & 139

Section 141 states that a person who gives a notice

under Sections 137, 138 or 139 to a company referred

to in paragraph 134(2)(a) shall serve a copy of the

notice to the Registrar on the day on which such

person gives that notice.

Section 134(2)(a) makes a reference to a company

whose shares or any of the shares are quoted on a stock

exchange.

Under Sections 137, 138 & 139, a substantial

shareholder shall give the notice to the company in

writing :-

a. In the case of a company whose shares are

quoted on a stock exchange, within three

days after the date of the change; or

b. In any other case, within five days after the

date of the change.

Noted that Section 143(1) states that the Registrar

may, in his discretion, extend the time for giving the

notice specified in this subdivision upon an application

of the person who is required to give a notice.

1. This notice is not a statutory document

Please clarify whether the filing of the notice of

interest of the substantial shareholder must follow

The Section refers to serving of a copy of

the notice to the Registrar on the day on

which such person (substantial

shareholder) gives that notice.

We note that the onus to give notice is

that of the substantial shareholder and

that under Section 141 to also serve a

copy of the notice to Registrar.

We would like to recommend that no fee

be charge on the „serving‟ of the copy of

the notice and that Form 141 should be

removed from Schedule B as the notice is

only to be served and not lodged with

the Registrar.

A person who lodges notice under

Sections 137/138/139 is required to serve a

copy of the notice to SSM under Section

141. There is no fee payable to SSM for

such notice.

SSM has noted the tight timeline

especially if there is a public holiday

before or after the weekend.

Please refer to FAQ issued on 6/3/2017

(Section Others, Q1) below:-

In the absence of any specific definition,

reference to the computation of “day” can

be made to Section 54 of the

Interpretations Acts 1948 and 1967 as

follows:

“Section 54 (1) of the Act 388

In computing time for the purposes of any

written law—

(a) a period of days from the happening of

an event or the doing of any act or thing

shall be deemed to be exclusive of the day

on which the event happens or the act or

thing is done;

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the procedure prescribed by SSM and is there any

fee involved?

2. It is not practical for the substantial shareholder to

submit a copy of the notice to the Registrar within

three days after the date of the change due to the

short reactionary time.

We wish to elaborate further our concern and the

predicament of substantial shareholders of public listed

companies that we have encountered thus far.

For a transaction that takes place on a Friday, the copy

of the notice of the substantial shareholder must be

lodged to SSM by the following Monday in order to

comply with the three days‟ rule. As such, the

substantial shareholder has a very tight reactionary

time to do the necessary, i.e. to notify SSM on the

transaction simultaneously when the notice is served to

the listed company. Furthermore, if the substantial

shareholder is based overseas, the substantial

shareholder would need time to send/courier the copy

of te notice to SSM as well, since electronic filing is

not available from SSM yet.

3. Please clarify if the word “day” refers to

“calendar day” or “market day of a stock

exchange” since this disclosure relates to

quoted securities? Does it mean that serving a

notice can be done by way of notification to the

(b) if the last day of the period is a weekly

holiday or a public holiday (referred to in

this subsection as excluded days) the period

shall include the next following day which

is not an excluded day;

(c) where any act or proceeding is directed

or allowed to be done or taken on a certain

day, then, if that day happens to be an

excluded day, the act or proceeding shall be

considered as done or taken in due time if

it is done or taken on the next following

day which is not an excluded day; and

(d) where any act or proceeding is directed

or allowed to be done or taken within any

time not exceeding six days, excluded days

shall not be reckoned in the computation of

time.”

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Registrar?

We note that the CA 1965 refers to the Interpretation

Acts in Table A of the fourth Schedule whilst the CA

2016 is silent on this point.

14. Section 228(4)

Subsection (4) of Section 228 provides that the

director or substantial shareholder or person connected

with any of them should abstain from voting on a

resolution in general meeting required under Section

228. This applies to a public company or its holding

company or subsidiary.

What happens when a wholly-owned subsidiary

transacts with a person where the public listed

holding company is a person connected to that

person?

On the face of it, the holding company will be unable

to vote to approve the resolution in general meeting as

it would be required to abstain under Subsection (4).

The difficulties are reinforced by the case of Foo Fatt

Chuen v Axis Identity Group International Sdn Bhd &

Anor [2011] MLJU 676 which although in the context

of a private company suggests that a provision of the

sort in Subsection (4) should be read literally and

without exception. It should be added that there would

be no minority shareholders to approve such a

Section 229 provides for exception to

Section 228.

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resolution.

Does SSM have a view on this?

15. Section 230

What constitutes a “benefit” that requires

shareholders‟ approval? For an executive director,

who may not be paid a fee, his or her remuneration

package may include salary, allowances, leave

passage, driver, maid, children education fees,

entertainment allowances, company cars, staff

discounts for house or car etc.

In the case of the above, is the Executive Director’s

remuneration package and entitlement subject to

shareholders’ approval?

The fees of directors and any benefits payable by a

listed company AND its subsidiaries shall be

approved at a general meeting of the listed

company.

Are such fees and benefits to be paid required to be

approved by the respective members at each level

of the subsidiaries and in turn approved at the

holding company or the listed company’s level on a

consolidated basis?

“Benefits” is not defined and SSM has not

indicated that they would issue any

definition during the discussion between

MAICSA and SSM. As such this has

been interpreted differently by various

parties.

However, the Institute has been informed

verbally that an executive director who

draws a monthly salary and his salary

and remuneration are fixed by his

contract of service or employment to such

post need not be approved by the

shareholders because he is a servant of

the company with regard to the salaried

position.

It was further stated that such benefits do

not need to be quantified in monetary

value.

The requisite approval at the respective

subsidiaries and listed holding company

would be required for payments to

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directors i.e. approval to be sought at

respective companies’ members’ meetings

and not to be consolidated at the holding

company level.

For good corporate governance, it would

be encouraged to have the fees and

benefits payable to directors of listed

company and its subsidiaries to be

approved by members of the holding

company.

16. Section 231

The Board of ABC Berhad appoints its Chief

Executive Officer and Chief Operating Officer as

Directors. Their employment contracts relate to their

position as such respectively.

Will such employment contracts fall within the

scope of a service contract?

With Section 231 in place, is it mandatory for all

public companies to execute service contracts with

their directors including non-executive directors?

Section 231 is modelled based on Section

227 of the UK Companies Act 2006.

The service contracts envisaged under

Section 231 may cover contracts of

executive directors and contracts of

independent contractor.

There is no need for public listed

companies to execute service contracts

with the directors if such contracts were

never executed upon commencement of

the CA 2016 and only those already

executed need to be available for

inspection pursuant to Section 233.

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During the discussion with SSM, the

Section 231 seems to apply the concept of

contract of service rather than contract

for service. Nevertheless, Section 231 (2),

among others, provides that directors’

service contracts shall be applicable to the

terms of a person’s appointment as a

director of a public company. You may

require to further consider the GST

registrant service director s’ position as to

whether the said director may or may not

be deemed to be providing a service

under Section 231. In case of doubt, you

are advised to seek an independent legal

or professional advice on the matter.

17. Section 237(1)

Under Section 237(1), a secretary may resign from

office by giving notice to the Board.

SSM has removed the prescribed Section 237(1) Form

from the list of Forms in Schedule B.

However, Section 237(3)(a) requires the resigning

secretary to lodge this Form with SSM to

effectively cease to be secretary of the company on

the expiry of 30 days from the date of lodgement.

As such, would a resigning secretary after serving

Compliance Issue

Due to the immediate implementation of

the CA 2016, SSM was requested to

consider a grace period as a transition for

compliance with the CA 2016. For

example, for particulars to be included in

the first Annual Return for 2017, a

company would need time to seek

information from shareholder(s) and

other issues such as adopting a new

constitution, getting shareholders

approval for doing away with AGMs, etc.

The removal of the prescribed form is line

with the wordings and intention of

Section 237(a) as the notification is not

necessary by way of the prescribed form.

The word “lodge” under Section 237(3)

refers to “lodge” of the resignation of the

secretary with the directors.

SSM will issue a Practice Note on this

matter for clarity.

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the due notice to the directors be in breach of

Section 237(3)(a) without this lodgment as

stipulated?

Indulgence from SSM was also sought

for a suspension of the prescribed filing

fee, enforcement actions and imposition

of any penalty during the challenging

transitional period.

18. Section 245(4)

This Section refers to the place where the records

referred to in Subsection (1) is kept at the registered

office or at such other place as the directors think

fit.

Please clarify the highlighted (in bold) words

whether they refer to Malaysia or overseas.

Would it mean the accounting records of Malaysian

companies could be kept outside Malaysia if the

“directors think fit” especially many multinational

companies which have their shared services in

lower operating costs countries such as India etc.

It is permissible for a Malaysian

company’s accounting records to be kept

outside Malaysia provided a notification

in the prescribed form is lodged with

SSM.

Records and books of accounts should be

kept at the registered office or the

business premises of the company in

Malaysia. If the records and books of

accounts for operations outside Malaysia

are kept outside Malaysia, the records

and books of accounts should be

produced at the registered office or the

business premises of the company in

Malaysia, when requested by the Director

General of Inland Revenue Board [IRB

Public Ruling 4/2000 revised].

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19. Section 259

How do companies deal with back-logged audited

financial statements?

Please refer to FAQ issued on 6/3/2017

(Section A, Q3).

20. Section 267(1)

Section 267(1) states that a private limited company

shall appoint an auditor for each financial year of the

company.

However, under Section 269, we are able to use the

deeming provision that so long as no auditor is

appointed, it is deemed that the previous auditors

(provided they were not appointed by the Board) are

re-appointed and this can go on year after year until

the members resolved that the company can no longer

use the deeming provision.

How can this be reconciled with Section 267(1) that

a private limited company is required to appoint

auditors every financial year?

The CA 2016 made several changes to the

terms of office of auditors of private

companies. The term of the appointment

of the auditor is an important issue in

determining his tenure of office. The

auditor can continue to act unless they

have withdrawn in writing to the

company.

SSM has advised that the deeming

provision under Section 269(3) applies.

However, the retiring auditor may have

to be re-appointed if the appointment at

the last AGM was only for a fixed term of

one year from the last AGM to the

forthcoming AGM.

In short, this means that the auditors who

was appointed by shareholders shall be

deemed to be re-appointed without the

requirement to pass a resolution to that

effect unless:-

No.

Issues

Recommendation/Suggestion

Remark/ Feedback

The auditor was appointed by the

Board;

The Constitution require actual re-

appointment;

The deemed re-appointment is

prevented by the shareholders under

Section 270; or

The shareholders have resolved that

he should not be re-appointed.

21. Section 433(2)

Implications for removing Section 433(1)(d) and (e)

from Section 433(2). Under the CA 1965, both

Subsections were combined and read as Section 10(c).

The CA 2016 has classified/split Section 10(c) as

Section 433(a),(c),(d) and (e). Section 433(2) might

had omitted Section 433(1)(d) and (e) from exemption.

Hence, by removing Sections 433(1)(d) and (e) from

Section 433(2), can an employee of a management

firm act as liquidator for members' voluntary

winding up?

There is no change in the policy under the

CA 2016 compared to CA 1965 in respect

of qualification of liquidator. As such,

current practice under CA 1965 continues

to apply for members’ voluntary winding-

up.

22. Section 618(8)

(8) A company may file with the Registrar a notice of

its share capital—

(a) at any time before—

SSM has noted the urgency to provide

this Notice of Share capital prescribed

form and will address it soon.

No.

Issues

Recommendation/Suggestion

Remark/ Feedback

(i) the date it is required to lodge its

annual return after the end of the period referred to under Subsection (3); or

(ii) the expiry of 180 days after the end of the period referred to

under Subsection (3) whichever is the earlier; or

(b) within such longer period as the

Registrar may, if he thinks fit in the circumstances of the case, allow.

(9) Notwithstanding Subsection (8), a company may file with the Registrar a notice of its share capital

earlier than the periods referred to in paragraph (8)(a) if the company—

(c) has no amount standing to the credit of its share premium account; or

(d) has utilised the amount standing to the credit of its share premium accounts

under Subsection (3).

(10) Unless a company has filed a notice of its share

capital under Subsection (8) or (9), the Registrar may for the purposes of the records maintained by the Registrar adopt, as the share capital of the company,

No.

Issues

Recommendation/Suggestion

Remark/ Feedback

the aggregate value of the shares issued by the

company as that value appears in the Registrar‟s records immediately after the end of the period referred to in paragraph (8) (a).

Will SSM issue this notice of share capital as a

prescribed form?

Will there be a prescribed fee?

What would be the effect of it?

23. Multiple users for MYCOID

We note that SSM has blocked the MYCOID system

when two users are logged on at the same time, unlike

in the past where it was allowed. This is not practical

especially when the named company secretary is not

the person to key in all data. During the transition

period, most forms can still be filed over-the-counter

and the volume is not big. However, going forward it

may not be practical for one user to log in as the

volume may be big.

SSM has acknowledged the importance of

multiple users for the MYCOID system

and will look into the issue and provide

clarification.