- What happens to existing companies with memorandum & articles of association which were incorporated under Companies Act 1965?
Under section 619(3) of the Companies Act 2016, for existing companies already registered under the previous law, their M&A remains valid and enforceable under the Companies Act 2016, unless otherwise resolved by the company. The company may decide whether to revoke entirely the Constitution or amend certain clauses. If the existing company decides to revoke the existing M&A and NOT to have a specific constitution, the company must pass a resolution to that effect. In that scenario, under section 31(3) of the Companies Act 2016, the company, each director and member shall have the rights, powers, duties and obligations as set out in the Companies Act 2016. Similarly, a company must also pass a resolution to amend any part of its constitution should the company wish to harmonise its constitution with the provisions of the Companies Act 2016. For example, a private company may want to amend provisions relating to minimum directorships from current 2 to 1.
- 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?
Yes, “service address” as defined under section 2 is linked to section 58 (similar to the previous Form 49 with additional info on service address). In this case the notification must be made to notify that the residential address and the service address are the same address. If there is a change in the name/residential/any prescribed particulars address these changes must be notified to SSM as well.
- Are the companies need for Audited Accounts & Annual Filing?
Yes, according to Section 259(1)(a), a private company shall lodge with the Registrar for each financial year the financial statements and reports within 30 thirty days from financial statements and reports are circulated to its members. While Section 68(1) stated that, a company shall lodge with the Registrar an annual return for each calendar year not later than thirty days from the anniversary of its incorporation date.
- When and what information is needed for bank account opening?
Once the company incorporated successfully (Notice of Registration will be issued by SSM), client could proceed with the application for bank account opening together with all the relevant documents required. To expedite the bank account opening, there are some banks accept pre-incorporation submission of the application forms and verification of authorised signatories. Different bank(s) will have different requirements as to the opening of bank account. The clients are advised to visit the Bank to understand the bank account opening requirements and procedures. The client needs to provide the following details to secretary for them to prepare the resolution for bank account opening:
- Bank’s name, branch and address
- Type of account – e.g. current account, internet banking, foreign currency account etc. (Sample/Format of opening account resolution as provided by bank)
- Authorised signatories’ details (name as per IC, IC number, designation [if not Company Director])
- Mode of operation (solely or jointly or etc.)
- I’m an undischarged bankrupt and at the same time I’m a director for a company. What should I do?
The person needs to inform the Board of Directors and the company secretary regarding bankruptcy status, then resign as a director and request the company secretary to update your resignation by lodgement of Notification of Change in The Register of Directors, Managers and Secretaries (Section 58) to CCM. Ensure the number of directors in the company which is at least 1 director for private company after the resignation.
- In what circumstances, a company or director can be compounded?
Compound is an alternative enforcement/prosecution action against those who fail to comply with the provision of the Companies Act 2016. Most of the compound issued to company and director is for the offence under Section 68(9) of Companies Act 2016 (e.g. failed to lodge annual returns within the prescribed period).
- Can I make an appeal to SSM after I have received the compound notice? How can I make an appeal of compound to SSM?
Yes, appeal can be made immediately upon receipt of compound. An appeal can be made by submitting a letter to SSM by stating the detail of compound and reason for the appeal.