ANNOUNCEMENT ON THE ENFORCEMENT DATE OF 
                                          COMPANIES ACT 2016 
                   
                  The Companies Commission of Malaysia (SSM) hereby notifies that 
                  the  Companies  Act  2016  (CA  2016)  will  be  implemented  on 
                  staggered basis with the first phase to be effective from 31 January 
                  2017. With the enforcement of the first phase of the CA 2016, the 
                  Companies Act 1965 is repealed. 
                   
                  2.     Several  provisions  in  the  CA  2016  which  have  yet  to  be 
                  effective are as follows: 
                         (a)   Section 241 – provision relating to the requirement for 
                               company secretaries to register with Registrar; and 
                         (b)   Division 8 of Part III – provisions relating to corporate 
                               rescue      mechanisms        on     corporate      voluntary 
                               arrangement and judicial management. 
                   
                  3.     With the effective of the enforcement date, SSM would like to 
                  draw your attention to the following: 
                   
                         (a)  Introduction of single member/director company 
                                
                               Beginning from the date the CA 2016 becomes effective, 
                               a company may be incorporated by or have only one 
                               member and that single member can also be the sole 
                               director of the company. However, for public companies, 
                               the CA 2016 still retains the minimum requirement of 2 
                               directors. 
                              
                       (b)  Change of “certificate of registration” to “notice of 
                             registration” 
                              
                             Effective from the enforcement of the CA 2016, SSM will 
                             issue a notice of registration for the incorporation of a 
                             new company to confirm that provisions relating to the 
                             requirements for registration have been complied with 
                             in line with the requirement of the law.  
                              
                       (c)   Abolition of the authorized capital concept 
                              
                             Under the CA 2016, a company is no longer required to 
                             state  its  authorized  capital.  Instead,  a  company  is 
                             required to notify its issued share capital and paid up 
                             capital and the related changes through the return of 
                             allotments. 
                              
                       (d)  Abolition of concept of shares with nominal value 
                              
                             With effect from 31 January 2017, any newly issued 
                             share will no longer be tied with the nominal value when 
                             the company was incorporated. A company may issue 
                             shares at a price depending on the factors affecting the 
                             current circumstances and needs of the company. 
                              
                       (e)  Companies  are  no  longer  required  to  have 
                             constitution  or  memorandum  &  articles  of 
                             association 
                              
                             For a company which is incorporated beginning from 31 
                             January 2017, the company has the option whether to 
                               adopt a constitution or otherwise. For a company which 
                               was incorporated before the CA 2016 came into effect, 
                               the  existing  constitution  (memorandum  &  articles  of 
                               association)  will  continue  to  be  applicable  to  such 
                               companies  until  the  companies  resolve  otherwise. 
                               However, it is still mandatory for a company limited by 
                               guarantee to have a constitution. 
                                
                         (f)   Companies are not required to have a common 
                               seal 
                                
                               Effective  from 31 January 2017, a company has the 
                               option to have a common seal. Execution of documents 
                               must  comply  with  the  procedures  outlined  under 
                               Division 9 of Part II including situations when a company 
                               decides to have a common seal. 
                                
                         (g)  Abolition of the requirement for annual general 
                               meeting for private companies 
                                
                               Beginning from 31 January 2017, all private companies 
                               are no longer required to hold annual general meetings. 
                               Instead all decisions of private companies can be fully 
                               made through circular resolutions. 
                                
                         (h)  Decoupling of lodgement of Annual Return and 
                               Financial Statements 
                                
                               Under the CA 2016, the requirement to lodge Annual 
                               Returns is based on the anniversary of the incorporation 
                               of  a  company,  and  the  date  for  the  lodgement  of 
                               Financial Statements is no later than 7 months from the 
                               financial year end of the company. 
                                
                  4.     SSM      seeks      the      cooperation       of     YBhg.      Tan 
                  Sri/Datuk/Dato’/Datin/Tuan/Puan  to  take  into  account  of  the 
                  changes stated above when reviewing, formulating or implementing 
                  policies and procedures which may affect companies when dealing 
                  with  your  Ministry/Department/Agency/Organisation.  This  is  to 
                  ensure that the business friendly policies which are contained in the 
                  CA 2016 can be implemented efficiently and the benefits could be 
                  enjoyed by the business community in general. 
                   
                  5.     Apart from the CA 2016, SSM will also enforce the Interest 
                  Schemes Act 2016 effective from 31 January 2017. The Interest 
                  Schemes  Act  regulates  the  offering  of  interest  schemes  as  an 
                  alternative to fundraising activities for companies. The provisions in 
                  the  Interest  Schemes  Act  were  previously  contained  in  the 
                  Companies Act 1965. 
                   
                  6.     Please  visit  our  website  at  www.ssm.com.my  for  further 
                  information on the Companies Act 2016, the Companies Regulations 
                  2017 and the documents for lodgement or the Interest Schemes Act 
                  2016. Alternatively, you may contact our Hotline at 03-77214000 or 
                  e-mail enquiry@ssm.com.my for further enquiries. 
                   
                  Chief Executive Officer/Registrar of Companies 
                  Companies Commission of Malaysia