1.

Company secretary and duties

Qualification of Company Secretary
According to Section 139(A),
1. No person shall act as Secretary Company unless he is a member of a prescribed body or licensed
by the CCM.
2. A member of a body prescribed by the minister by notification in Gazatte included:
a. MAICSA [Malaysia Association of the Institute of Charted Secretary and Administrators]
b. MIA [Malaysia Institute Accountants]
c. MICPA [Malaysia Instituted of Certified Public Accountant]
d. Bar Council
e. Sabah Law Association
f. Advocates Association of Sarawak
g. MACS [Malaysia Association of Company Secretary]
Disqualification of Company Secretary
According to Section 139(C), A person shall be disqualified to act as company secretary if:
1.
2.
3.
4.

He is an undischarged bankrupt
He is convicted to an offence under section 130(1)
He ceases to be a member of the body prescribed by the minister under section 139(A)
He ceases to be a holder of a valid license issued under Sec 139(B)

Duties and Responsibilities

1. Performed the duties to make arrangements for company meetings and take down the minutes of the
meeting.
2. Maintain all statutory books of annual reports, minutes book, register of members, and register of
directors.
3. Issue notices of meetings to shareholders as directed by the board of directors.
4. Ensure proper filing of all necessary returns with SSM such as annual return, forms etc.
5. Must ensure correct procedures are followed and accordance with the Company's Memorandum and
Articles of Association and the Companies Act, 1965.
Appointment of Company Secretary
According to Article 95 Table A
1.
2.
3.
4.
5.

The board will pass a resolution

Send a letter of appointment to the company secretary
Lodge Form 49 to CCM within a month from the date of appointment
Update register of Directors, Managers and Secretary
The secretary who wants to accept to be company secretary must make declaration in Form 48F
that:
a. He is qualifies to act as a company secretary pursuant to section 139A
b. He is not disqualified to act as a secretary pursuant to section 139C
c. He consents to act as a secretary of the said company

First Secretary
1. Shall be named in Article of Association

2. Required to make declaration in Form 6 that

a. he is the person named in the Articles as First Secretary
b. all requirement of the Companies Act and its regulation pertaining to incorporation have
been complied
Removal and Resignation
The steps are as following:
1.
2.
3.
4.

Pass a directors resolution to remove and to appoint a new secretary

Send letter of removal and letter of appointment
Lodge Form 49 to CCM within a month
Update the register of Directors, Managers and Secretaries

Company secretary will contribute to the effectiveness of corporate governance process:

Ensure the effective running of the activities of the Board and its committees
Ensure compliance with listing rules and other regulatory codes and acts
Ensure that corporate disclosures are completed
Manage governance processes, including a wide variety of activities and events
Manage relations with investors with regard to corporate governance matters
Assess and manage compliance in the corporate governance
Gather the information needed to determine governance priorities and desired outcomes for
oversight and/or added value relating to specific business processes
Work with Officers and Directors to ensure that regulatory reporting is correct and does not lead to
errors resulting in offences under various acts
Ensure the interests of stakeholders are maintained when decisions are made particularly those
affecting employees, and update the Board on issues of policies and practices regarding Corporate
Social Responsibility

2. Incorporation, Converted from public/private co to private/public co, M & A, Auditors report

Incorporation Private Company (Sdn Bhd)

1. Filling Form 13A Name search and reservation
a. Fee is RM30
b. Application will only be accepted if the CCM is satisfied with the name without
contravention of Sec 22(1) which is:
i. undesirable
ii. similar to the name of another existing company or a name which has been
reserved or
iii. Name that MDTCA has directed the CCM not to accept for incorporation (Gazette
No . 716,30 Jan 1997 and Gazette (Amended), 11 Oct 2001), unless obtained
consent from the Minister
2. Approval Name (Within 1 working day, Reserved by 3 month after lodge Form 13A)
3. Pre Incorporation
All document need to summit to CCM within 3 month as following:
a. M&A (Stamp Rm100 each and RM 10 each for photocopy set)
b. From 6 (Declaration of Compliance)
c. Form 48A (Statutory Declaration of a Person before appointment as Director)
d. Form 48F (Declaration by a Person before appointment as Secretary)
e. Copy of Approval Letter and Form 13
f. Fees Rm 1,000 (Capital 2-100,000)
4. Form 9 (S52 Able to Commerce Business)
a. Information found in Certificate of Incorporation
i. Company register name
ii. Name of company
iii. Date of incorporation

iv. Type of company

5. Post Incorporation (within 1 month)
a. Form 24 (Return of Allotment of Shares)
b. Form 44 (Notice of Situation of Registered Office and of Office Hours and Particular of
Changes)
c. Form 49 (Return Giving Particulars in Register of Directors, Manager and Secretaries)
6. First BOD meeting
7. AGM
Public company
4. Form

Still

Public offer Share

Form 22

X Public Offer share

Statement in lieu of

unable

to

commerce

Business)
5. Form 23(S52 Able
Commerce Business)
prospectus
6. Post Incorporation
(within 1 month)
Form 18
a. Form 24
Pay RM 350 before CCM issue Form 23
b. Form 44
c. Form 49
7. First BOD meeting
8. Statutory Meeting
a. More than 1 month , less than 3 month after receive from the date receive form 23
b. Section 142 requires the company to forward to the members and lodge with the CCM a copy
of Statutory report and auditor report at least 7 days before meeting.
c. The Statutory Report must be in Form 51 and certified by 2 directors.
9. AGM
*Section 15(1) of Companies Act 1965 requires a private company to have the following clause in its
Memorandum and Article of Association:
1.
2.
3.
4.

Restricted the right to transfer shares

Restrict the number of members to not more than 50
Prohibit any invitation to the public to subscribe in its shares or debentures
Prohibit any invitation to the public to deposit money

Public > Private (S26(1))

Private > Public (S26(2))
Convene EGM to pass all relevant special resolution
Special Resolution are passed to:
Special Resolution are passed to:
1. Convert to private company and alter
1. Convert to public company and

alter

company name
2. Alter M&A regarding applying Sec 15(1)

company name
2. Alter M&A regarding removing Sec 15(1)

and change company name

Document to be lodged within 14 days:
1. Form 11
2. Printed copy of M&A that had been amended
3. Fees Rm50

and change company name

Document to be lodged within 14 days:
1. Form 11
2. Printed copy of M&A that had been amended
3. Fees Rm300
4. For company which has not issued a
prospectus
a. Statement in Lieu of Prospectus in the

format found in Sixth Schedule

b. Form 18
5. AoA prescribe each director is to hold a
specified
conversion

Receive Form 19

share
take

qualification
less

than

and
a

year

the
of

corporation:
a. Form 46 or
b. Form 47
Receive Form 20

Differences btw M&A

MoA
AoA
Power and object of the company dealing with the outside world and Internal regulation of the company. It

defines the scope of its activities

share, director, secretary, dividends, ge
Cannot be alter except in the manner and to the extent provided by the Only the byelaws of the company can
S21(1)
Supreme document of the company
Cannot be ratified by the members even by resolution

Subordinate to the memorandum

Can be ratified by S/holders pro
memorandum.

Alteration M & A
1. S23 Change Company Name
a. BoD passes a resolution on desired name
b. Files a name search using Form13A
c. Once the name reserve by CCM for 3 months, convene EGM and to be held at least 21 days
from the notice
d. It will be passed if more than 75% of vote which is special resolution for the special notice
e. Within 14 days of special resolution, the company need to lodge:
i. Form 11 with the copy of resolution
ii. Copy of Certificate of Incorporation
iii. Copy of name approval letter from CC
iv. Registration fee RM 100
v. Received Certificate of Incorporation on Change of Name (Form 13) and take effect
upon the issuance.
2. S26(1) Public > Private
3. S26(2) Private > Public
4. S28 Change Object
a. BoD passed resolution to convene EGM to pass a special resolution to alter company object
clause
b. Notice of EGM is given to all members and trustee of all holders of debentures
c. Need to pass for at least 75% of member and debenture holders to alter object clause
d. Within 21 days of the resolution, the following person is allow to cancel the alteration
i. The holder of at least 10% of the nominal value of company issued share
ii. The holder of at least 10% nominal value of the company debentures
e. Lodgment Form 11 together with copy of resolution with RM 50 in 2 manner:
i. Within 14 days after the expiry of the 21 days period if no cancel any alteration
ii. A copy of court order need to be lodge if there is any confirmed alteration.
5. S62 Share Capital
6. S21(1A)Alteration as in Provision

a.
b.
c.
d.
e.

BoD pass resolution to convene an EGM to pass a special resolution to alter the company Art
Notice of EGM is given to all members at least 21 days before meeting
A special resolution is only pass if at least 75% of the member vote in favour to alter Art
Alteration of the Articles become effective from the date of special resolution or later date
Form 11 together with a copy of resolution need to lodge within 1 month from the date of
resolution.

3. Meeting, Special notice, Quorum for board & GM & Resolution

Meetings
Type of meetings
1. Board of Directors Meeting
Two types: First Directors Meeting and Subsequent Directors Meeting
Prescribe in Articles 79 90
All directors are required to attend which may include some member of MT to give advice
and consult.
Usually meet together for the despatch of business, adjourn and regulate their meeting
Is held to pass director resolutions.
2. General Meeting
Three types: Annual General Meeting, Extraordinary General Meeting and statutory meeting
Annual General Meeting
Required to hold AGM once in every calendar year
The period between 2 AGMs must not be more than 15 months.
The first AGM can be held within the period of 18 months of its date of incorporation.
The notice convening the meeting is 14 days for ordinary resolution and 21 days for special
resolution.
The main purpose of holding an AGM is to transact the ordinary business.
According to Article 46, Table A, ordinary business included:
i. Declaration of dividend to its member
ii. The consideration of companys accounts and balance sheets, and the reports of the
directors and auditors
iii. Election of directors in the place of those retiring
iv. Appointment and fixing the remuneration of the auditors
Other business beside the above shall be transacted and is called as Special Business.
Extraordinary General Meetings
EGMs are general meetings other than AGM where EGM is convened to transact special
business which are too urgent to await until the next AGM
Statutory Meeting
Every public limited company and has a share capital shall within a period of not less than 1
month and not more than 3 months after the date of commencement must hold statutory
meeting.
Proceeding of General Meetings
Notice and Agenda

Notice is the method of communication used to notify all person to attend meeting.
Unless provision is made from AoA, notice must be given to all member who are entitled to attend
and vote at the meeting
Art 111 of Table A provides that notice of every GM must be given to:
a. Every member
b. The beneficiary of the shares of a deceased member
c. The Director General of Insolvency in respect of the shareholding of a bankrupt member
d. The auditor of the company
If the Article are remain silent, the notice may be served on the members by post, advertisement,
circular or electronic means.
The contents of a notice of meeting:

a. The name of the company

b. The type of meeting
c. The date, day and time of the meeting
d. The place of the meeting
e. Agenda
f. The date of the notice
g. The signature of Company Secretaries
If the directors propose to transact a special business in AGM, the agenda should clearly state
Special Business in the agenda
Length of notice:
a. Ordinary resolution 14 days
b. Special resolution 21 days
c. Public companies 21 days no matter special or ordinary resolution

Power to convene meeting

There are 3 persons who are authorized to convene a general meeting:
1. Director
Power is given to directors to convene a meeting of members
A director may also convene a meeting when requested by member
Normally exercised through the medium of the secretary.
2. Member
Indirect method Section 144
Members who hold more than 10% of the paid up capital or voting right may
requisition the convening EGM
The director are to issue notice convening the meeting within 21 days
Director should convene meeting within 2 months from the notice
If directors fail to convene the meeting, then any of the requisitionist holding at least
half of the voting rights may convene the EGM
Direct method Section 145
Two or more members holding at least 10% of the issued capital may call AGM or
EGM.
Members are required to convene the meeting.
The cost involved in calling the meeting are bare by the members who call the
meeting.
3. Court
Court able to order to call a meeting either:
Of its own motion
On the application
A director
A member who would be entitled to vote at the meeting
The personal representative of any such member

Proxy

Sec 149 states that a member who is entitled to attend and vote at a meeting shall be entitled to
appoint another person in his place as proxy.
The proxy have same rights as the member to speak at the meeting.
However, the provision laid down some restrictions:

o The proxy shall not be entitled to vote except on poll

o A proxy shall be a member or companys advocate, companys auditor or person approved by
CCM.
o A member shall not appoint more than 2 proxies to attend and vote in the same meeting
o If 2 proxies appointed, the proportions of the holdings to be represented by each proxy should
be specified
If any provision made regard this restriction, the company should follow article

Voting
There are 6 ways of voting which include by voices, by show of hands, by poll, by ballot, by division and by
acclamation. The method that commonly used are show of hands and poll.
Art 51 A resolution shall be decided by a show of hands unless voting on poll may be demanded by:
a) The chairman of the meeting
b) At least 3 members present in person or by proxy
c) By any member(s) present in person or by proxy and representing not less than 10% of the total
voting rights of all members present and have the right to vote at the meeting;
d) Any members who is holding 10% of the paid up capital of the company
Art 52 A poll demanded on election of the chairmen or on a question of adjournment shall be taken
immediately. A poll of other questions may be taken at once or after an interval or adjournment or otherwise
as the chairman may direct.

Immediately and awaiting the result before moving to the next item
At the end of the meeting after all businesses have been transacted

Comparison between proceeding of a board meeting and general meeting:

Proceeding of board meeting
Proceeding of general meeting
Quorum
Article 83 the quorum maybe fixed by directors, or S147 (1) (a) If the article do not make provision,
else it shall be fixed at 2
the quorum shall be 2 members personally present.
Proxy is not included.
Art 47 two members shall be a quorum. Proxy is
included.
Voting
Art 80 Voting shall be based on simple majority. If Art 51 A resolution put to vote shall be decided by
the vote is equal, the chairman has the second show of hands in the first instance, unless the Article
vote/casting vote.
provide otherwise.
Art 81 A director shall not vote in respect of any Art 54 The votes on show of hands become null
contract with the company in which he is interested. once a poll is demanded. The decision of the meeting
will depend entirely on the result of poll
Art53 A second vote is given to the chairman to
resolve a situation where there is an equality of
votes, whether on a show of hands or poll.
*Proxy is not allow to vote by show of hands but
available to vote through poll.
Chairman
Art 85 The directors may elect a chairman f their S147(1)(B) if art do not provide any provision, any

meetings and determine the period for which the

chairman will hold the office.
If no chairman is elected or if the chairman is not
present within 10 minutes in any meeting, the
directors may choose anyone to be a chairman of the
board.

member elected by the members present may be the

chairman of the meeting.
Art 49 The chairman of board of directors shall
preside as chairman at the general meeting or if no
chairman or if he is not present within 15 minutes
after the time appointment for the holding of the
meeting or he is unwilling to act, the members
present shall elect anyone to hold position.

Resolution

A motion that has been accepted or voted and agreed by the necessary majority.
There are 2 types of resolution passed at general meeting, namely ordinary resolution and special
resolution.

Ordinary Resolution
Notice of meeting of 14 days is given
Normally passed by simple majority. However there
are 2 matters that a special majority is required:
1. The appointment of a director who is overage
person in a public company.
2. Appointment of company auditor to replace
the auditor who was removed at a prior
general meeting
Ordinary resolutions which require special notice:
1. Removal of auditor
2. Removal of director before expiration of
term
3. Appointment of new director to replace
removed director
Member must give the notice not later than 28 days
before the meeting.
Will issue ordinary notice and special notice
Resolution for ordinary business and special
business

Special Resolution
Notice of meeting of 21 days is given
Passed by a majority of not less than 75% of member

Must be lodge to CCM within 1 month

Must be lodge to CCM within 1 month expect:

1. The resolutions pertain to the alteration to the
companys M&A. In such cases, the
company must lodge the resolution with the
CCM within 14 days
2. The resolutions is to wind-up the company
voluntarily. The company must lodge the
resolution with the CCM within 7 days
3. The resolution is to alter its object clause.
The company must lodge the resolution with
the CCM within 14 days after the expiry of

Will only issue special notice

Resolution for special business

21 days from the date it is passed.

Company transacts one of the following matters, a
special resolution must be passed:
a) Alter or restrict the right to transfer its shares
(section 15(4)).
b) Change its name (section 23(1)).
c) Amend its Memorandum and Articles of
Association upon the revocation of the
licence to omit the word Berhad from the
companys name (section 24 (7)).
d) Convert the unlimited liability company to a
limited company (section 25(1)).
e) Convert the public company to a private
company and vice versa (section 26(1) and
(2)).
f) Amend its object clause in the Memorandum
of Association (section 28(1)).
g) Amend its Articles of Association (section
31(1)).
h) To create a reserve liability fund (section
56(2)).
i) Reduce its capital (section 64(1)).
j) Pay interest out of capital (section 69).
k) Assignment of office by its director or
manager to another person (section 138(1)).
l) Appoint an inspector to investigate its affairs
(section 199(1)).
m) Compulsory winding-up (section 218(1)(a)).
n) Voluntary winding-up by the members
(section 254(1)(b)).
o) Exercise certain powers of liquidator in a
voluntary winding-up by its members
(section 269(1)).
p) Sanction the liquidator to transfer the
companys property (section 270(1)).

4. Directors, Directors power & duties, Retirement by rotation Art 63, Sch 4, Table 4. How to select
director
Director
o S122(1) CA- A company must have at least 2 directors who each has his principal or any place of
residence within Malaysia
o S122 (1A)-exclude an alternate director or substitute directors
Qualification of Director
o natural person

Disqualification of Director
o S9 Act as an auditor of the company is not allow

to be director.
o S124(3) Failed to obtain share qualification
o Fulfill share qualification if Art requires o S125 An undischarged bankrupt
director to hold a specified share o S129 Age exceed 70 years old for public
o full age

qualification
o Not

person

company (Except passed by Ordinary Resolution

prohibited

from

being

appointed/acting as director without the leave

of court

and agree the resolution by member)

o S130 convicted any offence within/ outside
Malaysia is not eligible to be a company director
within 5 years of the conviction.
o S130A A director of 2 insolvent companies.
o S303 Proper account not kept
o Disqualified by Article 72. The office of a director
shall become vacant if the director: (page 153)

S124 Share Qualification of Director

o Is the minimum number of shares a director needs to hold in order to be appointed (depends on the
Articles)
o Every director required to hold qualify share and must obtain the qualification share within 2 month.
o Fail to obtain the share shall be vacate and not be re-appointed before obtaining the qualification
share
o Article that not requirement on director holding qualification share, director are entitled to attend and
speak at GM , but not allow to vote in the meeting (unless he is Chairman)
S130A Director of 2 Insolvent Companies
o He is / has been a director of a co which has at any time gone into liquidation and insolvent, whether
while he was a director / subsequently AND
o He is / has been a director of a co which has at any time gone into liquidation within 5 yrs of the
liquidation date.

Type of directors
Executive Directors
Non-executive directors
A salaried director who is a full time working A director who does not hold any salaried
director delegated with managerial or executive appointment with the company and receives a
powers by the board to carry out the day-to-day relatively small directors fee as laid down in the
management of the companys business
articles or general meeting.
Constitute the senior or top management of the
company under their salaried posts

Managing Director
Execute director of the company

Alternate Director
Associate Director
If Art allow, company director If Art allow, company director
may appoint another person to may appoint an associate director
substitute and act on his behalf
Appointment shall be in writing Art 94 confers powers on the

Article provide the appointment

and signed by the appointor and board to appoint associate director

tabled at the board meeting
If there is no provision in the Nominee required to lodge Form Power, duties and remuneration
Articles,

the

directors

cannot 48A with the CCM before his fixed by directors and himself has

appoint a managing director

Appointment by directors

appointment
no power.
by Is not included under Sec 122 and Form 49 is not require to lodge

passing a board resolution

Remuneration

determine

not require to hold any share

qualification
by Entitled to receive notice of Is not associate to any share

directors

meeting, attend, vote and exercise qualification.

the power on his appointor.

Not subject to the requirement to Not
entitled
to
receive He is not required to attend or
retire by rotation

remuneration

vote at board meeting unless is

invited

Member who not satisfied with his Appointment as substitute director

performance may remove him as a terminated by his appointor
director by complying with the
procedure laid down in section
128.
Require to lodge Form 49 within
one month from the date of
appointment

Composition of Director of Listed Company

o 1/3 director are Independent Director

o At least of one director be member of MIA or

o 3 year working experience and passed examination of member of one of association specified in
Accountant Act.
o Number of Director of Public listed is not exceed 25 person.
Appointment of director
1. First Director
a. Shall be named in the Articles or Memorandum
b. Person appointed as a director must be recorded and registered in the register of directors,
manager and secretaries.
c. Will hold office until the first AGM where they will retire and may be re-elected.
2. Subsequent Director
a. Done by the board of directors itself or members in the meeting.
b. Govern by articles that may appoint a director to fill a casual vacancy or in addition the the
existing directors. It is depend to the maximum number of directors in the company that
stated in Art
3. Every person before appointment as a director must lodge Form 48A which make declaration that he
is not an undischarged bankrupt (S125) and do not convicted any offence within or outside Malaysia
(S130).
4. Company must lodge Form 49 within a month of appointment and update register of directors,
managers and secretaries.
Retirement
Office of a director may become vacant in one of the following event:
1.
2.
3.
4.

He is disqualified pursuant to the Companies Act 1965 or the company Article

He resigns from the position
He is removed by the board of director
He is retires by rotation

Retirement by Rotation (Article 63)

o 1/3 of director shall be retire from office at subsequent general meeting who have served the longest
in office since last election
o Exception that not to be taken into account in determining the number directors to retire by rotation:
1. Managing Director
2. Director who has attained the age of 70 if he is a director of public company as they required
to retire at coming AGM.
3. Director who were appointed after the previous AGM to fill a casual vacancy or as additional
director as they are required to retire at coming AGM.
Re-election of retiring director (Article 64)

Usually provide that a retiring director shall be eligible for re-election

The retiring director who duly qualified and had offered himself for re-election, will be deemed to be

re-elected, except
o he has been disqualified under CA
o the meeting expressly passed a resolution not to fill the vacates office
o the resolution put to the meeting to re-elect the retiring director was lost
Articles of Association of a listed company must state that every director must retire every three
years and may be re-elected.

Remove of director (s128- s/holder right)

1. Special notice must be served by shareholder to the co at least 28 days before GM to propose the
resolution for removal of a director.
2. Company send a copy to the director concerned and the director is entitled to be heard on the
resolution.
3. He may make representation in writing to company and send a copy to members before meeting. If
not sent, it may require the representation to read out in meeting.
4. Notice of EGM must be served to members and the director to be removed 14 days before EGM.
(Ordinary Resolution).
5. If the ordinary resolution pass for simple majority, the director will be removed.
6. Company has to lodge Form 49 to CCM within 1 month and update Register of Director, Managers,
and Secretary.
Director Power and Duties
o
o
o
o

S132 (1) directors shall all times exercise his power for proper purpose & in good faith.
S132(1A) acted with reasonable care, knowledge, skill and diligence, experience
S132(1B) best interest in business judgment
S132(1D) reliance in good faith and after making independent assessment

Apart from that, the director is also imposed with statutory duties as prescribed by the Companies Act 1965.
Among them are:
o S132(2) Without the consent of a general meeting, director shall not use
o Property of company
o Any information acquitted by virtue of his position as director/officer
o His position
o Any opportunity of the company
o Engage in business which is in competition with the company
To gain benefit for himself directly or indirectly or cause detriment to the company. And other please refer to
page 166 and 167 of the text book.
Disclosure of Interests
Sec 131 Interest in contracts, property, offices and etc
o Every director have to declare the nature of his interest, nature character and extent of the
conflict respectively if he

 Is interested in a contract or proposed contract with the company Sec 131 (1)
Holds any office or possesses any property whereby duties or interests might be
created in conflict with his duties or interest as director
o The declaration must be made:
In the case of interest in contract as soon as practicable after he has knowledge of
the facts [Sec 131(1)]
In the case of interest in property or offices at the first meeting of the directors held:
After he becomes a director, or
After he commenced to hold the office on possess the property [Sec 131(5) &
(6)]
o Sec 131(4) The notice must be given at the board meeting or given earlier and must be
brought up and read the next board meeting after it is given.
o Sec 131A Director with interest in contract shall be counted as quorum in board meeting
but not participate and vote.
o Sec 131A(1) There are some exceptions where:
The company is a private company which is not a subsidiary of a public company
The company is a wholly owned subsidiary and the other contracting party is its
holding company or the wholly owned subsidiary of its holding company
The contract is an indemnity for any losses which may be suffered by the director in
his capacity as a guarantor for the company.
The director is also a director of the other contracting party and the number of shares
held by him is not more than the number of qualifying shares
The director has interest in not more than 5% of the other contracting partys paid up
capital.
Sec 134 & 135 Interest in shares and debentures
o Every director must notify the company by notice in writing of his interest in the company
shares, debentures, participatory interests, rights, options and contracts which the director is
entitled to a benefit
o The notice should be given within 14 days after:
The date of his appointment as director
The date on which he acquired an interest in the shares
The occurrence of the event of any changes of his interest in the securities in the
company
Particulars relating to shares, debentures etc to which the director is entitled to

a benefit
Particulars of any changes which notice has been given to the co and the

consideration received or paid resulting from the changes

Events affecting him as are necessary for the compliance by the co
The date on which he attains the age of 70 (for public co)
Sec 134 Register of directors shareholdings
o Register of directors shareholdings should be kept by every company at its registered office
and opened for inspection by any member without charge and other person on payment
[S134(8)]

o Any person may make a request to have a copy of the register (with a fee) and the co must
within 21 days send the copy [S134(9)]
o The company must produce its register at the commencement of AGM and keep it open and
accessible during the meeting [S134(11)]
Particular of each director in the register:
Shares in the company or in its holding or subsidiary company where the director has

an interest, the nature and extent of the interest

Debentures of or participatory interests made available by the co / in its holding or

sub co where the director has an interest, the nature and extent of the interest
Rights or options of the director acquisition/disposal of shares, debentures or

participatory interest
Contracts to which the director is a party which he is entitled to a benefit.

5. Winding up [S308]/insolvency, Reconstruction compromise S176, amalgamation

Striking the company off the register by Procedure taken by CCM under Section 308
A companys existence can be terminated when CCM deregisters the company by striking the

companys name off the register of companies as a defunct company under s308.
The effect of the deregistration company would be dissolved upon publication of the notice of
striking off by CCM
Deregistration normally chosen to avoid the costs of liquidation.
Deregistration could be initiated by CCM in situations:
o CCM finds out that a company has no officers to make statutory returns; or
o No record in CCMs office of the lodgment of AR etc for 6 consecutive years;
o A report showing that the co is no longer in operation
o The company can no longer be communicated at its registered office or the directors are not

contactable.
1. CCM send letter of enquiry if he has reason to believe that a company is not carrying on business or
not in operation.
2. Unless an answer stating that the company is carrying on business or in operation is received by
CCM within 1 month, he may publish in the Gazette and send to the company a notice that at the
expiration 3 months from the date of notice, the name of company will be struck off the register
unless cause is shown on the contrary, and the company will be dissolved.
3. At the expiration of the 3 months period, the CCM may strike the name of the company off the
4.
5.
6.
7.

register [s308(4)] unless the company file an objection before expiration of 3 months.
The CCM shall then publish notice of the striking off in the Gazette.
The company shall be dissolved on the publication made in the Gazette.
But the striking off does not affect the liability of every officer and member of company [s308(1)(a)]
The striking off shall not affect the power of Court to wind up a company whose name has been

struck off the register [s308(1)(b)]

8. After dissolution of company, any outstanding property of the defunct company which was vested in
the company shall become vested in the CCM together with all claims, rights and remedies of the
company [s310(1)]

9. CCM is authorized to sell or dispose of or deal with the property and the moneys received by CCM
shall be applied in defraying all costs, expenses, payment of fees and commissions and any surplus
shall be dealt with as unclaimed moneys under the Unclaimed Moneys Act 1965
10. CCM shall keep an account of all moneys and properties vested in him [s313(1)]

Creditors Voluntary Winding up (Insolvency)

If directors are unable to file declaration of solvency, the winding up will proceed as a creditors

voluntary winding up.

Since the company is insolvent, it is required to summon a meeting of its creditors to be held on the

same day or the next following day on which the EGM to pass a special resolution for winding up.
The notice of creditors meeting must be sent to each creditor at the same time as the notice

convening the EGM.

Management of CVW is shared by the members and creditors but creditors have control.
Creditors appoint the liquidator and decide the composition of Committee of Inspection

Procedure for Creditors Voluntary Winding Up

1. The directors convene a board meeting to decide on the date of the EGM and creditors meeting.
These 2 meetings must be held within one month from the date of Form 65A.
2. The directors make a Statutory Declaration of Form 65A and lodge d with the CCM
3. The director shall appoint an approved liquidator to be the provisional liquidator
4. At the EGM
a. A special resolution will be passed to wind up the company by way of creditors voluntary
winding up because the companys inability to continue business by reason of its liabilities
b. To nominate a liquidator for the winding up
5. File Form 11 with the CCM within seven days after passing the resolution
6. Give notice of resolution in local newspaper within ten days after the passing of the resolution
7. At the creditors meeting:
a. The director appointed by the board to attend the meeting shall preside and disclose to the
meeting the companys affair and the circumstances leading up to the proposed winding up.
b. A full statement of the companys affairs together with a list of the creditors and the estimated
amount of their claims must be laid before the meeting of creditors
c. To nominate a liquidator. If the creditors and member nominated different person to act as
liquidator, the liquidator nominated by the creditors shall be the liquidator
d. To appoint a Committee of Inspection which do not consists more than 5 persons which to
supervise the act of the liquidator.
The liquidator must within fourteen days of his appointment lodge with the CCM Form 72.

Compromise and arrangement

Is an arrangement in which parties of conflicting interests agree to accommodate each side by

adjustment or modification of their interest

Reconstruction Is a rearrangement of a companys structure which may involve transfer of assets of
one company to a new company or an alteration to the capital structure of the company with the

same persons as shareholder.

C&A can be proposed to the creditors when a company is heavily in debt but its business is viable.
The court will give power by the Act to give effect to the scheme of compromise /arrangement as
long as a majority of three fourth in value of the creditors or members agree who present and
vote(s176)

Procedures of Compromise and Arrangements

The directors would appoint corporate, financial and legal advisers

Preparing the necessary draft scheme with the assistance of the financial and legal experts
Attitudes of the various parties concerned should be tested (creditors, members) by inviting them to

separate meetings
The final form of the proposed compromise or arrangement settled by directors
For listed company, they must make an immediate announcement to the Bursa Malaysia of the

proposed scheme
An explanatory statement and any other relevant documents according to the requirement of the

proposed scheme shall then be prepared

An application to the Court for an order to convene meeting
The court may order the holding of the scheme meeting in such manner as the court directs
The secretary will send the various documents and explanatory statement with the notice of the

meeting
The meeting held as directed by Court.
Such meeting may be adjourned if agreed by a majority in value of the creditors/members present

and vote.
If the scheme has been approved, the court may by a court order grant its approval to the scheme
subjects to such alterations. Once approved, all the parties concerned are bound by the terms of the
C&A

The order given shall have no effect until it is lodged with CCM and it shall take effect as may be

specified in the order.

A copy of the order must be annexed to every copy of the M&A or the court may exempt such
compliance or direct it for such period as it thinks fit

Examples of scheme involving C&A with creditors:

Creditors and debenture holders giving an extension of time for payment

Debenture holders having the rights attached to their debentures varied in some other respect
Debenture holders accepting a cash payment less than the face value of their debentures
Creditors and debenture holders accepting shares in the co or in a new co in discharge of their

debts
Secured creditors giving up their securities in whole or in part
Debenture holders agreeing to forgo their interest for a stated period

Examples of scheme involving C&A with members:

Preference shareholders agreeing to cancellation of arrears of dividends

Preference shareholders agreeing to a reduction in the fixed rate of dividend in the future or have

their rights varied

Ordinary shareholders agreeing to surrender part of their holdings to preference shareholders in

return of the preference shareholders agreeing to accept ordinary shares in lieu of arrears of dividend
Reorganization of the share capital of a company by consolidation and/or division of different classes
of shares.

Restraining Order

To restrain further proceedings in any action or proceeding against any person Order
The court may grant RO on application of co or any member or creditor
The court may grant RO to a company for a period of not more than 90 days (or longer period as the
court may allow) if
o It is satisfied that there is a proposal for a scheme of C&A representing at least one-half in
value of all creditors
o The RO is necessary to enable the company formalise the scheme for approval of creditors
o A statement as to affair of company is lodged with application
o It approves the person nominated by a majority of creditors in the application for RO to act as

directors
7 days after granting RO by court, company must lodge copy of order to CCM and publish a notice
in newspapers.