Top 8 Highlights on the Companies Act 2016

October 2016
by Tiu Gi Gyn

The information in this article is intended only to provide general information and does not constitute professional advice or legal opinion.

@2018 Chooi & Company + Cheang & Ariff.
All rights reserved.

No.

Subject Matter

Present Companies Act 1965

Companies Act 2016

1.

Minimum number of shareholder and director

Minimum 2 shareholders and 2 directors on incorporation.

A private company can be incorporated and operated with 1 individual or corporate shareholder and 1 resident director (who can be the sole shareholder of that company).

2.

Memorandum & articles

M&A is compulsory.

M&A is replaced by a constitution and it is not compulsory to have one (except company limited by guarantee).

If you choose not to adopt a constitution, all rights, powers and obligations of directors and shareholders will be regulated under clauses the Companies Act 2016.

A Company with a constitution must ensure it does not contradict the Companies Act 2016.

3.

Unlimited business activity capacity

 

Company’s principal business activities are confined to its object clause under the Memorandum of Association.

 

Companies have unlimited capacity to undertake any lawful business activity

4.

Evidence for incorporation

Certificate of Incorporation (Form 9) is the evidence for incorporation.

Notice of registration from CCM will suffice and be deemed as conclusive evidence of incorporation.

5.

AGM for private companies

Compulsory to hold an annual general meeting once every calendar year.

A private company can opt not to hold an annual general meeting.

6.

Written resolutions

Only a written resolution signed by ALL shareholders can be deemed as duly passed at a general meeting.

Without convening a meeting, shareholders can pass written resolutions by simple majority.

7.

Common seal

Company needs to have a common seal.

Common seal is not mandatory. Company can execute contractual documents by having 2 authorised signatories, at least 1 must be a director.

8.

Company secretary

Company secretary must be appointed at the point of incorporation.

Company secretary may be appointed within 30 days after incorporation.


The information in this article is intended only to provide general information and does not constitute professional advice or legal opinion.

@2018 Chooi & Company + Cheang & Ariff.
All rights reserved.