KUALA LUMPUR (Jan 31): The Companies Commission of Malaysia (SSM) said the new Companies Act 2016 or CA 2016 will be implemented on a staggered basis, with the first phase to be enforced from today (Jan 31, 2017).

As such, the Companies Act 1965 has now been repealed, SSM said in a statement today.

The provisions in the CA 2016 which have yet to be effective are:
1) Section 241, i.e. provision relating to the requirement for company secretaries to register with [the] Registrar; and 
2) Division 8 of Part III, i.e. provisions relating to corporate rescue mechanisms on corporate voluntary arrangement and judicial management.

SSM highlighted that Under CA 2016, new private companies can be incorporated with just one member who can also be its sole director, while a 'notice of registration' will be issued in place of a certificate of registration for the incorporation of a new company.

"Under the CA 2016, a company is no longer required to state its authorized capital. Instead, a company is required to notify its issued share capital and paid up capital and the related changes, through the return of allotments," it said.

Among others, companies will no longer be compelled to hold annual general meetings, the concept of shares with nominal values have been abolished, and companies will have the option of adopting a constitution or otherwise. 

"For a company which was incorporated before the CA 2016 came into effect, the existing constitution (memorandum & articles of association) will
continue to be applicable to such companies, until the companies resolve otherwise. However, it is still mandatory for a company limited by guarantee to have a constitution," it explained.

The posting of annual returns and financial statements have also been decoupled under CA 2016.

"Under the CA 2016, the requirement to lodge Annual Returns is based on the anniversary of the incorporation of a company, and the date for the lodgement of Financial Statements is no later than 7 months from the financial year end of the company," said SSM.

According to the statement, SSM will also enforce the Interest Schemes Act 2016, effective today. The scheme regulates the offering of interest schemes as an alternative to fundraising activities for companies.

The provisions in the Interest Schemes Act were previously contained in the Companies Act 1965, it said.

Visit SSM's website at www.ssm.com.my or contact 03-77214000 or email to [email protected] for further information on the CA 2016, the Companies Regulations 2017 and the documents for lodgement or the Interest Schemes Act 2016.