COMPANIES ACT 2016 (ACT 777), REGULATIONS & RULES (AS AT 20" JANUARY 2020) ‘Compiled by. Legal Research Board BEH & CO. ‘Advocates & Solicitors & International Law Book Services WISMA ILBS, Las No. 10, Jalan BJU 8/56, Bandar Damansara Perdana, 417520 Petaling Jaya, Selangor Darul Ehsan Tels 08-77274191/77274192/77273800/77288800 Fax: 08-77279884 Erma ilbslaw@ gmail.com Website: wnw.malaysialawbooks.com 2020COMPANIES ACT 2016 (act 77) . for the registration, adminis geomet cae rae ra [311 2017—PL(R) 50/2017 (except section 241); 13.2018 —PU(B) 106/2018 (Division 8 of Part It) ENACTED by the Parliament of Malaysia as follows: Pant I PRELIMINARY 1. Short title and commencement. (1) This Act may be cited as the Companies Act 2016. (2) This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette, and the Minister ‘may appoint different dates for the coming into operation of different provisions ofthis Act. 2. Interpretation. (1) Inths Act, unless the context otherwise requires— “accounting records”, in relation to a corporation, includes invoices, receipts, orders for payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry and also includes such working papers and other documents as are necessary to explain the ‘methods and calculations by which accounts are prepared; “annual general meeting”, in relation to a public company, means a meeting of the company required to be held by section 340; 32)A company shall take reasonable precautions to prevent documents and records kept in the form referred to in subsection (1) from being falsified. (3) If a company discovers that a document or record has been falsified, the company shall immediately inform the Registrar and the Registrar shall have the power to direct the ‘company to— (a) amend, rectify or vary the document or record; oF (®) take any other actions asthe Registrar thinks fit. (4) 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 imprisonsrent for aterm not exceeding five years or to both. | 80, Registerof members. _ (1) Every company shall keep a register of its members and -Tecord in the register— (@) the names, addresses, number of the identity card issued under the National Registration Act 1959', if any, nationality and the usual place of residence of every person who is to be a member and, where aty of the member is a corporation, the corporate zname, place of incorporation, establishment or origin, registration number and registered office of the cerporation and any other relevant information and particulars of the members; (®) in the case of a company having a share capital, a statement of the distinguishing each share by an appropriate number, ot by the,number of the certificate, if any, and of the amount paid or agreed to be considered as paid ‘on the shares of each member;(6) the date at which the name of each person was entered inthe register as a member; (@) the date at which any person who ceased to be a member during the previous seven years so ceased tobe a member; and n the case of a company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment. (2) Notwithstanding subsection (1) — (@) where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company shall alter the register to show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in paragraph (1)(6); (®) a company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former membets need not be supplied to any person who applies for a copy of the register unless he specifically requests the names and particulars of former members. (3) The register of members shall be prima facie evidence of any matters inserted in the register as required or authorized by this Act. (4) The company and every officer who contravene this section commit an offence and shall, on convietion, be liable to a fine not exceeding ten thousand ringgit and, in the case of continuing offence, 1 a further fine not exceeding five hundred ringgit for each day during which the offence continues after convi ion, 16 |power of the Court under section 585 shall extend to the making of orders against the agent and officers and servants ofthe agent (3) The company and every officer who contravene this section corimit an offence and shall, on conviction, be liable to a fine not exceeding ten thousand rirfggit and, in the case of a contiruing offence, to a further fine not exceeding five hundred rirggit for each day during which the offence continues after conviction. 55. Inspection and closing of register of members and index. (1) The register and index shall be open for inspection by any member without charge and to any other person on payment for each inspection of ten ringgit or such lesser sum ‘as the company requites. (2) Any member or other person may request the company to furnish him with a copy of the register, or of any part the register, but only so far as it relates to names, addresses, number of shares held and amounts paid on shares, on payment in advance of ten ringgit or such lesser sum as the ‘company requires for every hundred words or fractional part of the register required to be copied and the company shall cause any copy requested by any person to be sent to that person within a period of twenty-one days or within such period as the Registrar considers reasonable from the day on ‘which the request is received by the company. (3) A company may close the register of members or any class of members by giving at least fourteen days’ notice to the Reyistar (4) No part of the register shall be closed for more than thirty daysin the aggregate in any calendar year (5) Any person who contravenes this section commits fan offence and shall, on conviction, be liable to a fine not ‘exceeding ten thousand ringgit and, in the case of a continuing: 0offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction. 56. Power of company to require disclosure of beneficial inter2stin its voting shares. (2) Any company may, by notice in writing, require any member ef the company within such reasonable time as is specified inthe notice (a) to inform the company whether the member holds any voting shares in the company as beneficial owner oras trustee; and (6) if the member holds the voting shares as trustee, so far as it is possible to do so, to indicate the persons for whom the member holds the voting shares by heme and by. other particulars sufficient to enable those persons to be identified and the nature of their interest. (2) Where a company is informed that any other person hhas an interest in any of the voting shares in a company, the company may by notice in writing require that other person within such reasonable time as is specified in the notice — (@) to inform the company whether the person holds an interest as beneficial owner or as trustee; and (8) if the person holds the interest as trustee, so far as it is possible to do so, to indicate the persons for whom the person holds the interest by name and by other particulars sufficient 0 enable them to be identified and the nature of their interest (3) Any company may, by notice in writing, require any member of the company to inform the company, within a reasonable time as is specified in the notice, whether any of the voting rights carried by any voting shares in the company hheld by the member are the subject of an agreement or arrangement under which another person is entitled to control si