Marsden Law Book

This Guide to Company Secretarial Practice in Malaysia provides a clear and concise explanation of the legislative framework, compliance requirements and ramifications of company secretarial practice in Malaysia, under Companies Act 2016, and the Companies (Amendment) Act 2019. Particular regard is given to the application procedures and compliance work of a company secretary. Readers will obtain an insight to the provisions of company law in Malaysia and how they are applied in the commercial world.

Company secretarial practice has become more and more demanding, especially for company secretaries and professionals doing the paper work relating to compliance requirements of the Companies Act 2016, Bursa Securities Listing Requirements, including but not limited to Anti-Money Laundering laws.

This book contains guidelines, procedures and latest case references on the vital issues pertaining to the interpretation of company law by the courts, in particular with regards to members’ written resolution on the resignation of directors.

The law stated in this book is from the Companies Act 2016 and Companies (Amendment) Act 2019. References to the Capital Markets and Services Act 2007, Securities Commission Act 1993 and other related Acts are included where relevant.

The law and rules are as at 31 December 2020.

Key Features

The 5th edition has been drafted to incorporate the new law and rules as at 31 December 2020. Compared to the 4th edition, the key changes in this new edition are as follows:

• Enforcement of s 241 of Companies Act 2016 on 13 March 2019 on the registration of company secretaries
• Companies (Practising Certificate for Secretaries) Regulations 2019
• New Business Registration Number format for companies
• Enforcement of Corporate Rescue Mechanism, and appointment of date into Operation of Division 8 Part III of the Companies Act 2016
• Companies (Corporate Rescue Mechanism) Rules 2018
• Including the following Guidelines:
  • For Corporate Rescue Mechanism under Division 8 Part III of the Companies Act 2016;
  • Relating to Practising Certificate for Secretaries under section 241 of the Companies Act 2016;
  • For the Reporting Framework for Beneficial Ownership of Legal Persons

Topic Covered

• An overview of companies
• Incorporation
• Company’s constitution
• Company’s shares
• Directors’ appointment, removal and resignation
• Directors’ duties and liabilities
• Governance of company affairs
• Company registers and foreign companies
• Shareholders and meetings
• Minority protection
• Accounts and audit
• Debentures, charges and receivership
• Winding up and Strike off
• Regulatory obligations of listed companies
• Arrangements, reconstructions and corporate rescue mechanism

The takeovers and mergers of companies is a common activity in an active and dynamic equities market. As takeovers and mergers often involve large sums of money and affect many parties, effective regulation of this activity is essential for the healthy operation and confidence of the market. In this regard, regulations and requirements are set out in the Capital Markets and Services Act 2007 and the Malaysian Code on Takeovers and Mergers and compliance with these regulations is supervised by the Securities Commission.

Considering the technical and complex nature of takeover and mergers law, this book provides valuable guidance to the implementation and application of the law. The subject is treated in a practical manner to meet the realities of the market. This book addresses issues commonly faced in takeovers and mergers such as compliance with the Code, voluntary and mandatory offer, acceptance level, offer and settlement period, triggering of mandatory offer, exemptions from obligation to make mandatory offer, role of the board of directors, acquisition of minority shares as well as the right of the dissenting minority shareholder. Reference to English and Australian materials is made where necessary to provide more depth to the discussion.

This book which is written in a succinct and easy-to-read style should prove to be very useful for company directors, in-house counsel, investment advisers, practitioners and students of company law and company secretaries.