Small and medium enterprises (SMEs) play a major part in the Malaysian economy. In recent years, the number of SMEs operating as private limited companies has risen significantly. These companies are now regulated by the new Companies Act 2016 (CA 2016) which has brought in major changes to company law in Malaysia. This book has been specially prepared to guide SMEs which are private limited companies and exempt private companies in navigating the regulatory requirements under the CA 2016.

KEY FEATURES:

• Fully updated to include the provisions of the Companies Act 2016, touching upon a variety of matters arising from various types of company meetings.
• Written by authors with vast company law and corporate secretarial experience.
• Systematic and well-structured organisation of content supported by relevant statutory and case authorities.
• Important rulings of the Companies Commission of Malaysia are reproduced for easy reference.
• Contains appendices in the form of selected guidelines and samples of written resolutions, members' meeting resolutions, notice of meetings, polling forms, forms for the appointment of proxies and corporate representatives, and minutes.

Company Meetings and Resolutions is written in clear and simple language to provide an easy understanding of the law and practice of company meetings for all stakeholders involved in organising and running company meetings. It deals with the relevant Malaysian Companies Act 2017 (Act 777) provisions and provides authoritative guidance on a variety of matters arising from company meetings, including:

• Types of company meetings;
• Meaning of minutes and resolutions;
• Procedures involved in convening board and members' meetings;
• Difference between actual meeting resolutions and written resolutions;
• Difference between proxies and corporate representatives
• Annual general meetings of public companies;
• Class meetings;
• Convening of technology-based meetings; and
• Duties of a chairperson in meetings.

The book provides a legal and practical understanding of various company meetings such as directors' meetings, members' meetings, committee meetings and other meetings relating to creditors meeting in receiverships, schemes of arrangement, judicial management and liquidation which are essential for the proper functioning of a corporation.

The text is supplemented by an indispensable collection of templates, specimen resolutions and guidelines applicable for the operation of Malaysian companies.

KEY FEATURES:

• Updated Expert Overview of the Act
• Full text of the Companies Act 2016 (incorporating the latest Companies (Amendment) Act 2019 (Act 1605)) presented in clear and readable format
• Supplemented by relevant subsidiary legislation, i.e the Companies Regulations 2017 (PU (A) 37/2017), the Companies (Corporate Rescue Mechanism) Rules 2018 (PU (A) 64/2018) and the Companies (Practising Certificate for Secretaries) Regulations 2019 (PU (A) 76/2019)
• Highlights of key differences between new and old law
• Explanation on implications of the 2019 Amendment
• Clear page guides to assist the user to locate a specific section or Part of the Act quickly and efficiently
• Complemented by electronic copy in the ProView application with value-added functionalities:

1. bring the Act with you anywhere, anytime without internet connectivity
2. search and locate results with ease
3. create working notes using colour-coded highlights and bookmarks

The Companies Act 2016: An Overview (2019 Edition) has been revised to incorporate the new Companies (Amendment) Act 2019 (Act A1605) which was passed by the Dewan Rakyat on July 10, 2019 and the Dewan Negara on July 31, 2019. It received Royal Assent on September 28, 2019 and was gazetted on October 9, 2019.

This publication presents the full text of the Companies Act 2016, together with an updated Expert Overview and relevant subsidiary legislation to facilitate a more practical approach of the 2016 Act. The overview, which has been endorsed by the Institute of Approved Company Secretaries, is written by an expert practitioner with vast company law and corporate secretarial experience to provide a quick summary of the workings of the 2016 Act and its 2019 Amendment. It serves as a first point of reference to facilitate a good understanding of the new statutory regime regulating corporations and its related practices in Malaysia.

This publication is an essential source for lawyers, company secretaries, business advisors, accountants, company directors and regulators, as well as academicians and students of law, accounting and company secretarial practice.

The Annotated Malaysian Companies Act 2016 provides invaluable section-by-section annotations to the Companies Act 2016, throwing light on the application and interpretation of the provisions of the Act.

It is written by a select team of experienced practitioners and academicians with extensive knowledge of company and corporate law in Malaysia. The full text of the Act accompanies the high-quality annotations which are insightful, practical and authoritative, enabling a confident understanding of the workings of the Act.

Highlights of the second edition:

• coming into force of Division 8 Part III on corporate rescue mechanism and the Rules relating to voluntary arrangement and judicial management;
• operation of section 241 on the requirement of company secretaries to register with the Registrar;
• changes made by the Companies (Amendment) Act 2019 (Act A1065) which aimed at enhancing internal procedures of companies for more organised and effective governance such as execution of documents, redemption of preference shares, power of company to alter its capital, remuneration of auditors, as well as powers of receivers and managers on liquidation;
• reintroduction of the court's power to order security for costs against a company acting as plaintiff in any action or other proceedings under the new section 580A of the Act;
• discussion of new court judgments including Seacera Group Bhd v Dato' Tan Wei Lian & 6 Ors [2019] 4 AMR 491, which considered important legal issues on notice of general meeting of a public company; and Mohamed Zahid Yon bin Mohamed Fuad v Jason Jonathan Lo & Ors [2020] 1 AMR 744, where the court clarified the interpretation of the new members' written resolution in the Act;
• references to the latest Guidelines issued by the Companies Commission of Malaysia;
• consideration of new subsidiary legislation made under the Act within the commentary

KEY FEATURES:

• Section-by-section commentary to the Act written in simple and straightforward style
• Commentary supported by copious citation of case authorities
• Update on the Companies (Amendment) Act 2019 (Act A1065)
• All defined terms are identified with direct cross-reference to the provision where each definition is found
• Clear page guides to assist the user to locate a specific section or Part of the Act quickly and efficiently
• Supplemented by detailed index for easy access to the annotations 

• Written in simple English language for easy understanding of the legal provisions governing voluntary winding-up.
• Written by authors with vast company law and corporate secretarial experience.
• Systematic and well-structured organisation of content supported by relevant statutory and case authorities.
• Useful flow-charts, forms, notices and sample documents.
• Important forms of the Companies Commission of Malaysia are reproduced for easy reference. 

This handbook covers various aspects of voluntary winding-up, i.e members' and creditors' voluntary winding-up. It discusses the law concerning voluntary winding-up and related practices, with the text supported by relevant flow-charts, forms, notices and sample minutes of Board of Directors meeting and notification of resolutions. The diverse matters covered in the book include:

• Procedures of voluntary winding-up;
• Effects of passing a resolution by members to wind up a company;
• Grounds for voluntary winding-up of a company;
• Declaration of solvency;
• Roles and responsibilites of liquidators;
• Practical issues affecting liquidators;
• Striking off name of company; and
• Consequences of winding-up to a company and limited liability partnership (LLP).

The principal audience of this handbook are accountants, company secretaries and professionals who are involved in voluntary winding-up work. It will also be a valuable guide to legal practitioners who are new and may have limited experience in this area, to carry out the work more smoothly from start to end. For the more experienced practitioner, this will be a handy work companion. This handbook will also be beneficial to students who are pursuing their further studies in the Business, Accounting and Corporate Administration fields.

 

• Comprehensive book on the law regarding corporate liability in Malaysia.
• Written in clear and simple language.
• Examines the concept of separate legal personality and the liability of companies in various scenarios, including contract, tort, criminal law, securities law, banking law, environmental law and occupational safety and health law.
• Considers the very topical concern of corporate liability after the implementation of section 17A of the the Malaysian Anti-Corruption Commission Act.
• Considers corporate liability for the misuse of the corporate vehicle for the commission of crimes like money laundering, corruption and terrorism financing.
• Explores the best practices on monitoring the beneficial ownership of companies which is to be imposed through upcoming amendment to the Companies Act 2016.
• Considers penalties which may be imposed and defences which may be relied on by companies. 

• Comprehensive and practical coverage of corporate rescue mechanisms.
• Clear guidance on the requirements of each rescue mode.
• Systematic presentation of procedure to be adopted.
• Focus on the implementation of approved rescue schemes.
• Analysis on most recent Malaysian cases in corporate rescue.
• Insights into the realities of corporate rescue, including the necessity of incorporating elements of liquidation/winding-up into the practice.
• Consideration of the interplay of different rescue mechanisms for effective outcome.
• Survey of the evolution of the region’s legal regime and approach towards corporate insolvency and rescue. 

This publication is an essential source for company secretaries, company directors, business advisors, accountants, lawyers and regulators, as well as academicians and students of company secretarial practice, accountancy and law.

KEY FEATURES

• Expert Overview of the Code
• Full text of the Malaysian Code on Corporate Governance 2017 presented in clear and readable format
• Explanation on the new structure of the Code
• Insightful comments on key new requirements of the Code
• Selected comparison with practices overseas
• Highlights of key differences between new and old Codes
• Useful summary table which presents key points of the Code in a nutshell

• Fully updated to include the Companies Act 2016 (Act 777)
• Written by author with vast company law and corporate secretarial experience
• Provides in-depth practical guidance and straightforward explanation of key cases
• Systematic and well-structure organization of content
• Important rulings are reproduced for easy reference
• Includes new chapters on Corporate Rescue Mechanism and Interest Schemes
• Contains relevant prescribed forms and guidelines

 

• Explains with clarity the essential requirements for company constitutions
• Provides in-depth study on company constitutions supported by relevant statutory provisions and leading local and foreign case law
• Identifies Replaceable Rules in the Companies Act 2016, providing guidance on how they may be customised to form valid company constitutions
• Contains a wealth of practical expertise and know-how to provide invaluable direction in implementing the new law including the use of the novel Written Resolution procedure
• Written by authors with deep practical and academic experience of Malaysian company law

Small and medium enterprises (SMEs) play a major part in the Malaysian economy. In recent years, the number of SMEs operating as private limited companies has risen significantly. These companies are now regulated by the new Companies Act 2016 (CA 2016) which has brought in major changes to company law in Malaysia. This book has been specially prepared to guide SMEs which are private limited companies and exempt private companies in navigating the regulatory requirements under the CA 2016.

KEY FEATURES:

• Fully updated to include the provisions of the Companies Act 2016, touching upon a variety of matters arising from various types of company meetings.
• Written by authors with vast company law and corporate secretarial experience.
• Systematic and well-structured organisation of content supported by relevant statutory and case authorities.
• Important rulings of the Companies Commission of Malaysia are reproduced for easy reference.
• Contains appendices in the form of selected guidelines and samples of written resolutions, members' meeting resolutions, notice of meetings, polling forms, forms for the appointment of proxies and corporate representatives, and minutes.

Company Meetings and Resolutions is written in clear and simple language to provide an easy understanding of the law and practice of company meetings for all stakeholders involved in organising and running company meetings. It deals with the relevant Malaysian Companies Act 2017 (Act 777) provisions and provides authoritative guidance on a variety of matters arising from company meetings, including:

• Types of company meetings;
• Meaning of minutes and resolutions;
• Procedures involved in convening board and members' meetings;
• Difference between actual meeting resolutions and written resolutions;
• Difference between proxies and corporate representatives
• Annual general meetings of public companies;
• Class meetings;
• Convening of technology-based meetings; and
• Duties of a chairperson in meetings.

The book provides a legal and practical understanding of various company meetings such as directors' meetings, members' meetings, committee meetings and other meetings relating to creditors meeting in receiverships, schemes of arrangement, judicial management and liquidation which are essential for the proper functioning of a corporation.

The text is supplemented by an indispensable collection of templates, specimen resolutions and guidelines applicable for the operation of Malaysian companies.

KEY FEATURES:

• Updated Expert Overview of the Act
• Full text of the Companies Act 2016 (incorporating the latest Companies (Amendment) Act 2019 (Act 1605)) presented in clear and readable format
• Supplemented by relevant subsidiary legislation, i.e the Companies Regulations 2017 (PU (A) 37/2017), the Companies (Corporate Rescue Mechanism) Rules 2018 (PU (A) 64/2018) and the Companies (Practising Certificate for Secretaries) Regulations 2019 (PU (A) 76/2019)
• Highlights of key differences between new and old law
• Explanation on implications of the 2019 Amendment
• Clear page guides to assist the user to locate a specific section or Part of the Act quickly and efficiently
• Complemented by electronic copy in the ProView application with value-added functionalities:

1. bring the Act with you anywhere, anytime without internet connectivity
2. search and locate results with ease
3. create working notes using colour-coded highlights and bookmarks

The Companies Act 2016: An Overview (2019 Edition) has been revised to incorporate the new Companies (Amendment) Act 2019 (Act A1605) which was passed by the Dewan Rakyat on July 10, 2019 and the Dewan Negara on July 31, 2019. It received Royal Assent on September 28, 2019 and was gazetted on October 9, 2019.

This publication presents the full text of the Companies Act 2016, together with an updated Expert Overview and relevant subsidiary legislation to facilitate a more practical approach of the 2016 Act. The overview, which has been endorsed by the Institute of Approved Company Secretaries, is written by an expert practitioner with vast company law and corporate secretarial experience to provide a quick summary of the workings of the 2016 Act and its 2019 Amendment. It serves as a first point of reference to facilitate a good understanding of the new statutory regime regulating corporations and its related practices in Malaysia.

This publication is an essential source for lawyers, company secretaries, business advisors, accountants, company directors and regulators, as well as academicians and students of law, accounting and company secretarial practice.

The Annotated Malaysian Companies Act 2016 provides invaluable section-by-section annotations to the Companies Act 2016, throwing light on the application and interpretation of the provisions of the Act.

It is written by a select team of experienced practitioners and academicians with extensive knowledge of company and corporate law in Malaysia. The full text of the Act accompanies the high-quality annotations which are insightful, practical and authoritative, enabling a confident understanding of the workings of the Act.

Highlights of the second edition:

• coming into force of Division 8 Part III on corporate rescue mechanism and the Rules relating to voluntary arrangement and judicial management;
• operation of section 241 on the requirement of company secretaries to register with the Registrar;
• changes made by the Companies (Amendment) Act 2019 (Act A1065) which aimed at enhancing internal procedures of companies for more organised and effective governance such as execution of documents, redemption of preference shares, power of company to alter its capital, remuneration of auditors, as well as powers of receivers and managers on liquidation;
• reintroduction of the court's power to order security for costs against a company acting as plaintiff in any action or other proceedings under the new section 580A of the Act;
• discussion of new court judgments including Seacera Group Bhd v Dato' Tan Wei Lian & 6 Ors [2019] 4 AMR 491, which considered important legal issues on notice of general meeting of a public company; and Mohamed Zahid Yon bin Mohamed Fuad v Jason Jonathan Lo & Ors [2020] 1 AMR 744, where the court clarified the interpretation of the new members' written resolution in the Act;
• references to the latest Guidelines issued by the Companies Commission of Malaysia;
• consideration of new subsidiary legislation made under the Act within the commentary

KEY FEATURES:

• Section-by-section commentary to the Act written in simple and straightforward style
• Commentary supported by copious citation of case authorities
• Update on the Companies (Amendment) Act 2019 (Act A1065)
• All defined terms are identified with direct cross-reference to the provision where each definition is found
• Clear page guides to assist the user to locate a specific section or Part of the Act quickly and efficiently
• Supplemented by detailed index for easy access to the annotations 

• Written in simple English language for easy understanding of the legal provisions governing voluntary winding-up.
• Written by authors with vast company law and corporate secretarial experience.
• Systematic and well-structured organisation of content supported by relevant statutory and case authorities.
• Useful flow-charts, forms, notices and sample documents.
• Important forms of the Companies Commission of Malaysia are reproduced for easy reference. 

This handbook covers various aspects of voluntary winding-up, i.e members' and creditors' voluntary winding-up. It discusses the law concerning voluntary winding-up and related practices, with the text supported by relevant flow-charts, forms, notices and sample minutes of Board of Directors meeting and notification of resolutions. The diverse matters covered in the book include:

• Procedures of voluntary winding-up;
• Effects of passing a resolution by members to wind up a company;
• Grounds for voluntary winding-up of a company;
• Declaration of solvency;
• Roles and responsibilites of liquidators;
• Practical issues affecting liquidators;
• Striking off name of company; and
• Consequences of winding-up to a company and limited liability partnership (LLP).

The principal audience of this handbook are accountants, company secretaries and professionals who are involved in voluntary winding-up work. It will also be a valuable guide to legal practitioners who are new and may have limited experience in this area, to carry out the work more smoothly from start to end. For the more experienced practitioner, this will be a handy work companion. This handbook will also be beneficial to students who are pursuing their further studies in the Business, Accounting and Corporate Administration fields.

 

Presenting the law in a clear and concise style, this updated second edition guides and supports a quick understanding of the Malaysian company law system. Regular reference is made to the provisions of the Companies Act 2016 to enable the reader to appreciate the statutory scheme regulating companies in Malaysia. Illustrations are used to clarify concepts and cases are cited for reference. Mind maps have been included to assist a quick appreciation of key concepts and procedure. Comparison is made with the former scheme under the Companies Act 1965 where relevant and helpful comments are included to aid the analysis of more difficult areas of the law.

Each chapter begins with its learning objectives, presents the essential principles in succinct paragraphs and concludes with a summary to ensure that the reader obtains a clear understanding of the subject matter covered. A section titled “Points to Ponder” highlights difficult areas which may merit further discussion and consideration. The Appendix to the book contains a useful comparison of key provisions in the Companies Act 1965 and the Companies Act 2016.

Changes made by the Companies Act 2016 Reprint and the Companies (Amendment) Act 2019 have been covered, including the requirements for the execution of documents and the conditions for loans to directors.

This book is especially suitable for non-law degree students who take Company Law in their course of study as well as candidates taking MAICSA, ACCA, MICPA and MIA examinations. It can also be of interest to practitioners who need a quick refresher on basic principles and those who want to learn more about the general law relating to companies and how the Companies Act 2016 impacts their business.

Key Features of this New Edition

• Presents essential principles in clear and succinct style
• Contains illustrations and charts that facilitate understanding
• Mind maps support easy understanding of key concepts and procedure
• New developments include requirement for register of beneficial owners, audit exemption and regulations on judicial management and corporate voluntary arrangement
• Expanded coverage of the law on partnership and limited liability partnership
• Extensive cross-referencing for easy navigation through the book
• “Points to Ponder” highlights difficult areas which merit further consideration
• Appendix makes available a useful comparison of differences between the Companies Act 1965 and the Companies Act 2016 and acts as an index to the contents of the book
  
   

• Comprehensive book on the law regarding corporate liability in Malaysia.
• Written in clear and simple language.
• Examines the concept of separate legal personality and the liability of companies in various scenarios, including contract, tort, criminal law, securities law, banking law, environmental law and occupational safety and health law.
• Considers the very topical concern of corporate liability after the implementation of section 17A of the the Malaysian Anti-Corruption Commission Act.
• Considers corporate liability for the misuse of the corporate vehicle for the commission of crimes like money laundering, corruption and terrorism financing.
• Explores the best practices on monitoring the beneficial ownership of companies which is to be imposed through upcoming amendment to the Companies Act 2016.
• Considers penalties which may be imposed and defences which may be relied on by companies. 

• Comprehensive and practical coverage of corporate rescue mechanisms.
• Clear guidance on the requirements of each rescue mode.
• Systematic presentation of procedure to be adopted.
• Focus on the implementation of approved rescue schemes.
• Analysis on most recent Malaysian cases in corporate rescue.
• Insights into the realities of corporate rescue, including the necessity of incorporating elements of liquidation/winding-up into the practice.
• Consideration of the interplay of different rescue mechanisms for effective outcome.
• Survey of the evolution of the region’s legal regime and approach towards corporate insolvency and rescue. 

This practical text contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors - who deal with a sale and purchase agreement (“sale agreement”) for either a company or business. Written for commercial lawyers, it is the only title to deal exclusively with this area. New for the 12th edition: This edition reflects the changes in law, convention and practice since the last edition. As well as updated warranties, there are new ones to deal with the various assistance programs provided by the Government during the height of the Covid 19 pandemic and new warranties and due diligence enquiries relating to the national security and Investment Act 2021. Features: Provides precedents and commentary on warranties and indemnities on share sales Provides guidance for all parties – purchasers and vendors - who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business. For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared For the vendors’ solicitors, provides guidance and commentaries with the precedents Organised around precedents of clauses and documents, accompanied by extensive commentary Arranged in a logical chronology Covers the history and function of warranties and indemnities Covers the various parties to a sale and purchase agreement Covers the rights and liabilities that arise from a breach of warranty Provides detailed consideration of tax, property and general warranties in a share sale Covers the forms taken by tax deeds Covers warranties, undertakings and indemnities requested by the purchaser Covers completion accounts and valuation Covers how to deal with liability when warranty risk is to be insured. Provides clearly-written commentary and guidance aimed to explicate clauses and their impact

This practical text contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors - who deal with a sale and purchase agreement (“sale agreement”) for either a company or business. Written for commercial lawyers, it is the only title to deal exclusively with this area. New for the 12th edition: This edition reflects the changes in law, convention and practice since the last edition. As well as updated warranties, there are new ones to deal with the various assistance programs provided by the Government during the height of the Covid 19 pandemic and new warranties and due diligence enquiries relating to the national security and Investment Act 2021. Features: Provides precedents and commentary on warranties and indemnities on share sales Provides guidance for all parties – purchasers and vendors - who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business. For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared For the vendors’ solicitors, provides guidance and commentaries with the precedents Organised around precedents of clauses and documents, accompanied by extensive commentary Arranged in a logical chronology Covers the history and function of warranties and indemnities Covers the various parties to a sale and purchase agreement Covers the rights and liabilities that arise from a breach of warranty Provides detailed consideration of tax, property and general warranties in a share sale Covers the forms taken by tax deeds Covers warranties, undertakings and indemnities requested by the purchaser Covers completion accounts and valuation Covers how to deal with liability when warranty risk is to be insured. Provides clearly-written commentary and guidance aimed to explicate clauses and their impact

Kerr & Hunter on Receivers and Administrators sets out the legal principles, explains the legislation and interprets the relevant case law. Covering both corporate and personal insolvency the book considers the duties, and responsibilities of both administrators and receivers. It also explains when and why they are appointed, and whether appointed outside court or not. Considers the duties, powers, responsibilities and liabilities of administrators and receivers Sets out the legal principles, explains the legislation and interprets the relevant case law Explains the procedures for the appointment of receivers and administrators Considers appointment out of court and emergency procedures Describes the duties of office holders and their relationship with the company and its staff Provides a comprehensive overview of taxation in receivership and administration Guides reader through impact of new legislative developments and reflects the latest rulings from both UK and EU courts Covers both corporate and personal insolvency, plus a chapter on cross-border insolvency Gives latest rulings and case study material on the recast EU Insolvency Regulation Illustrates potential judicial conflicts within the practice area of administration Takes account of the effects of liquidation on administrative receivership