Tag Archives: companies bill

Malaysia’s Companies Bill Passed: 7 Upcoming Changes

[my article originally published on The Malaysian Lawyer]

The Dewan Rakyat, the lower house of Parliament, passed the Companies Bill 2015 on 4 April 2016. It was first tabled for Second Reading on Thursday 31 March 2016 and Parliament continued and concluded its debate on 4 April 2016.

 

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Upcoming Changes

I had previously written on some of the upcoming changes, especially on the challenges that directors may face and I was also featured on The Edge TV.

The new Companies Act will undoubtedly transform Malaysia’s corporate landscape. Underpinning the changes are the aims of spurring entrepreneurship, making the corporate vehicle more attractive for businesses, deregulating certain aspects of the corporate process, and to introduce the concept of corporate rescue for ailing companies.

It is anticipated that the new Companies Act itself will not be brought into force until a year’s time or so. This is because the new regulations, rules and guidelines will still need to be drawn up.

I set out below 7 of the more significant areas we will see in the new Companies Act.

Continue reading →

In The Edge: Balancing act for directors

I was interviewed by The Edge Financial Daily and I shared my views on some of the challenges that directors will face under the upcoming Companies Bill.

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“It’s not an easy balancing act to be done. But if you are speaking from the perspective of minority shareholders or even shareholders, I would say they will be welcoming these changes because there is more information, and the directors have to allow a platform for the shareholders to discuss, query, ask questions, even if it’s not contained specifically in any audited accounts.

“Free flow of information is quite welcomed,” Lee told The Edge Financial Daily after presenting his paper “New Companies Bill: Upcoming Changes and Impact on Directors and Shareholders” at the Malaysia Legal and Corporate Conference on Oct 7.

Although Lee welcomed the greater flow of information and interaction between the board and the shareholders, he warned of the possibility of shareholders abusing the new privileges to the detriment of the company and its operations.”

My views in The Edge were also briefly discussed on the BFM Morning Run.

It appears from the Parliament website that the Companies Bill 2015 was tabled for its First Reading on 19 October 2015 and its Second Reading on 20 October 2015. We are now close to ushering in the new laws.

Speaking in Kuching on the Companies Bill

I have been invited by CLJLaw to speak on 16 January 2015 at the Pullman Hotel, Kuching.The registration form is over here.

Due to the good response in KL the last time for the Companies Bill seminar, this will now be held over in Kuching.

 

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A lot of us are expecting the new Companies Bill to be tabled during the Parliamentary sitting in March 2015. The Bill and the changes it brings have been long-awaited.

Corporate Rescue Talk at MIA

I was invited by the Malaysian Institute of Accountants to deliver a talk on 4 March 2014 focusing on the insolvency-related provisions of the Companies Bill. It was an interesting session, with a lot of questions and a lively discussion among the participants. The areas I touched on were the changes to the receivership, winding up and schemes of arrangement provisions, and the introduction of judicial management and the corporate voluntary arrangement.

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A copy of my slides can be downloaded here.

Talk on the Companies Bill 2013 to MIA

A colleague and I gave a talk today hosted by the Malaysian Institute of Accountants on the Companies Bill. The session was well attended with over 90 people present. It was an enlightening experience preparing the content for the talk and interesting to hear the questions from the floor. The questions are now making me go back and study the provisions in the Bill in more detail in the other areas.

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The slides are available for download here:

MIA Talk – The Companies Bill 2013

I will be giving a talk to the Malaysian Institute of Accountants on 17 December 2013 entitled ‘The Companies Bill – Revamping the Companies Act 1965.” The Companies Bill is a significant revamp of the Act and having spoken informally to some of the officers from the relevant authorities, it does appear that they are keen to push through this Bill as soon as possible and to have it tabled before Parliament some time next year hopefully. The version of the Bill I have included in this post is the draft which was released for public consultation. There will likely be a number of amendments (including typographical as well as certain gaps to be plugged) but I expect the main provisions to still remain the same.

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The structure of the talk will cover these topics:

  1. History of the Companies Bill
  2. Incorporation Related Matters
  3. Changes to Filing Requirements
  4. Share Capital
  5. Company Secretaries
  6. Meetings and Written Resolutions
  7. Directors & Auditors
  8. Changes to Capital Reduction

In my slides, I have referenced some background reading material which will shed light on the rationale behind many of the provisions in the Bill. This makes for very useful reading when trying to interpret the Bill. The material are the Consultative Documents (CD) which were issued in 2007 explaining the recommendations for changes to the Act and seeking for feedback. With the responses, the Corporate Law Reform Committee issued its Final Report in 2008.

  1. CD1 General Framework
  2. CD2 Capital Maintenance
  3. CD3 Shareholders
  4. CD4 Liquidation
  5. CD5 Director Duties
  6. CD6 Minority remedies
  7. CD7 Regulatory for Businesses
  8. CD8 Capital Reduction Share Buyback
  9. CD9 Substantial Property Transactions
  10. CD10 Rehabilitation and Receivership
  11. CD11 Sanctions
  12. CD12 Auditors
  13. CLRC Final Report

The Companies Bill 2013

The Companies Commission of Malaysia (CCM) has issued its Public Consultation document enclosing the present draft of the Companies Bill 2013. The Bill, if passed in its present form, will greatly expand the present Companies Act 1965 where the Bill contains more than 631 sections compared with the 374 of the present Act.

For those who read the Bill, it is advisable to also read it together with the Final Report of the Corporate Law Reform Committee of the CCM issued back in 2008. This report formed the basis and contained the recommendations which were largely adopted within the Bill.

It will take a while for all the practitioners to digest all of these new provisions. My quick observation, from an insolvency practitioner point of view, is that the new Bill contains welcomed-additions to attempt to clarify the law of receivership while introducing more flexible corporate rescue mechanisms such as judicial management and the corporate voluntary arrangement.

I hope to share some of my thoughts on the Bill once I have had a bit more time to read through it all.