Companies Act 2016 [Act 777]

Question 1

Sec 196 (1)(a) & (b)

Answer 1

Minimum number of directors for public (2) and private companies (1)

Question 2

Part I

Answer 2

Preliminary (Sec 1-8)

Question 3

Sec 3

Answer 3

Definition corporation

(a) …body corporate…
(b) …corporation sole
(c) …society…
(d) …trade union…

Question 4

Sec 4

Answer 4

Definition of subsidiary and holding company

Question 5

Sec 5

Answer 5

Definition of ultimate holding company

Question 6

Sec 6

Answer 6

Definition of wholly-owned subsidiary

Question 7

Sec 7

Answer 7

When corporations deemed to be related…

(a) …holding company…
(b) … subsidiary…
(c) … subsidiary of the holding company of another corporation.

Question 8

Part II

Answer 8

Formation and Administration of Companies

Sec 9-68

10 divisions

Question 9

Part II Division 1

Answer 9

Types of companies

Sec 9-13

Question 10

Sec 10

Answer 10

Types of companies

Question 11

Part II Division 2

Answer 11

Incorporation and its effects

Sec 14-21

Question 12

Sec 20

Answer 12

Separate legal entity

Question 13

Part II Division 3

Answer 13

Restriction on Subsidiary Being Member of its Holding Company

Sec 22-24

Question 14

Part II Division 4

Answer 14

Name of Company

Sec 25-30

Question 15

Part II Division 5

Answer 15

Constitution of a Company

Sec 31-39

Question 16

Part II Division 6

Answer 16

Conversion of Company Status

Sec 40-41

Question 17

Part II Division 7

Answer 17

Provisions Applicable to Certain Types of Companies

Sec 42-45

Question 18

Sec 45

Answer 18

Company limited by guarantee

Question 19

Part II Division 8

Answer 19

Registered Office and Registers

Sec 46-60

Question 20

Sec 47

Answer 20

Documents to be kept at registered office

Question 21

Sec 50

Answer 21

Register of members

Question 22

Sec 245

Answer 22

Accounts to be kept

(1) A company, the directors and managers of a company shall—
(a) cause to be kept the accounting and other records to sufficiently explain the transactions and financial position of the company and enable true and fair profit and loss accounts and balance sheets and any documents required to be attached thereto to be prepared; and
(b) cause the accounting and other records to be kept in a manner as to enable the accounting and other records to be conveniently and properly audited.

(3) The company shall retain the records referred to in subsection (1) for seven years after the completion of the transactions or operations to which the entries relate.

(9) The company and every officer who contravene this section commit an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.

Question 23

Part III

Answer 23

Management of Company

Question 24

Part III Division 1

Answer 24

Share and Capital Maintenance

Question 25

Part III Division 2

Answer 25

Members, Directors and Officers of Companies

Question 26

Part III Division 2 Subdivision 3

Answer 26

Directors’ Duties and Responsibilities
(Sec 196-209)

Question 27

Part III Division 2 Subdivision 4

Answer 27

Secretary (Sec 235-242)

Question 28

Part III Division 3

Answer 28

Accounts and Audit

Question 29

Part III Division 3 Subdivision 1

Answer 29

Financial Statements and Report
(Sec 243-261)

Question 30

Part III Division 3 Subdivision 2

Answer 30

Auditors
(Sec 262-287)

Question 31

Sec 248

Answer 31

Directors shall prepare financial statements

(1) The directors of every company shall prepare financial statements—

(a) within eighteen months from the date of its incorporation; and
(b) subsequently, within six months of its financial year end.

(2) The financial statements referred to in subsection (1) shall be duly audited before the financial statements are sent to every member under section 257 or, in the case of a public company, sent to every member under section 257 and laid before an annual general meeting under section 340.

(3) Any director of the company who contravenes this section commits an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or imprisonment for a term not exceeding one year or both.

Question 32

Sec 252

Answer 32

Directors shall prepare directors’ report

(1) The directors of a company shall prepare for each financial year a report and such report shall be attached to the financial statements prepared under section 248.

(2) A directors’ report—
(a) shall be approved by the Board; and
(b) shall be signed on the directors’ behalf by at least two directors, or in the case of a single director, that director.

(3) Every copy of directors’ report laid before a company in an annual general meeting under section 340, or sent to a
member under section 257 or otherwise circulated, published or issued by the company shall state the name of the person who signed the report on the directors’ behalf.

(4) Any director who fails to take all reasonable steps to secure compliance under subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or imprisonment not exceeding one year or to both.

(5) The company and every officer who contravene subsection (2) commit an offence and shall, on conviction, be liable to a fine not exceeding twenty thousand ringgit.

Question 33

Sec 253

Answer 33

Contents of directors’ report

(1) A directors’ report for a financial year in relation to a company shall contain—
(a) the name of every person who was a director of the company—
(i) during the financial year; and
(ii) during the period commencing from the end of the financial year and ending on the date of the report;
(b) the principal activities of the company in the course of the financial year including its subsidiaries; and
(c) the matters set out in the Fifth Schedule.