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.” TheĀ 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.

MIA

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
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Giving a talk on the Companies Bill 2013

I will be giving a talk to the Malaysian Institute of Accountants to cover certain aspects of the new Companies Bill 2013. The talk will be on Tuesday 17 December 2013 at Concorde Hotel.

MIA

The registration form can be obtained off the MIA website here.

 

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.