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(Audio Only - English) CA2016 & Its Implications for Directors by Mah Li Chen (MAICSA Chartered Secretary)
Overview and Key Changes of CA2016
Overview and Latest Updates
Key Changes : Types of Companies
Qualification
Disqualification
Resignation and Vacancy
Publication of Name of Company
Key Changes - Simplification of Incorporation Process
Key Changes - No Par Value Regime
Documents to be kept at RO
Further Key Changes
Key Changes : Electronic Incorporation / E-Filing / Lodgement of Documents
Audited Financial Statements for Private Limited Company
Key Changes - Audit and Variations found in CA2016
Key Changes - Appointment of Auditors of a Private Company
Member's Rights
Judicial Management Scheme
Corporate Voluntary Arrangement
Provisions in the Companies Act 2016
(Part 1) CA2016 & Its Implications for Directors
Introduction
Training Content
Introduction to Directors and Minimum Number of Directors
One Man Company
Qualification
Resignation and Vacancy
Removal of a Director and Disqualification of a Director
Duties and Responsibilities
Provisions of the New Companies Act 2016
s223 vs s228 CA 2016
s223 in detail
Loans to directors s224
Persons connected with Director
Prohibition of Loans to Persons Connected with Directors s225
Related Party Transactions
Threshold under s228
Elimination of the s228
Related Party Transactions for Listed Company
Ratios
Aggregation Rule
Exempted RPTS
Disclosure Requirements
Fee, Benefits and Compensation
Service Contract
Execution of Documents
Fines and Penalties
(Part 2) CA2016 & Its Implications for Directors: Ask Until Pengsan Q&A Session
Preview & Introduction
Training Content
Q1. May I ask if he/she is only Director and also become a Board Member. Can he appoint others to become Members but not the Director?
Q2. Can a sole director (who is also a sole member) can also be the co.sec if he/she is a licenced secretary?
Q3. If a company still has 2 directors, is it better to abolish M&A and Articles of Association or do nothing and still follow the old M&A and Articles. What are the advantages of abolishing the old M&A and Articles?
Q3. If a company still has 2 directors, is it better to abolish M&A and Articles of Association or do nothing and still follow the old M&A and Articles. What are the advantages of abolishing the old M&A and Articles?
Q4. If in a 2 director company and 1 director wish to resign but the other director refuse to proceed. What is the avenue open to me since to avoid?
Q5. The example 2 million is not triggered. How about for s223. Still not clear about s223
Q6. To clarify the dual capacity of a Secretary and Director of a company. In other words, I can be one of the director of the company and at the same time acting as Company Secretary. Can I certify the resolution as secretary capacity at the same time I sign as a capacity of director to approve the resolution. Do I resign and be secretary only?
Q7. May I ask if a person is the sole director and company secretary. As you describe is allowable except signing of documents and can't be both capacity. Can the document be signed as a director and witness by another person who can also be the witness to replace company secretary?
Q8. Under s224, if a company is a subsidiary and its balance sheet has a loan to director which had been carried forward many years ago. In this case, did they violate this section? A subsidiary is automatically not an exempt company. What should the Director do to avoid this issue? Can the director go back to get approved resolution from the shareholder (which is the holding company, 100% owned) Can the resolution be back dated? So far have you seen any auditors report qualify this issue?
Q9. May I ask if it is a must to change interest on amount loan?
Q10. What is the difference between Section s225 CA2016 and s133 CA 1965?
Q11. I would like to know that if there is a prior approval from shareholders to pprove the loan to director, is it compulsory to change interest even if the resolution passed is loan without internet?
Q12. Related party transactions. Require shareholders approval. This applied to listed company only. Does the normal buying and selling of stock (trading companies scenario) to related companies comes under this (i.e require shareholders approval-in sdn bhd)
Q13. The Directors should prepare the AFS within 6 months from the financial year end and the year end can be set at on the last of month (18 mnths) from the date incorporation under CA2016. This means that it can drag the accounts to be filed aft 24 months to SSM. What if the company is incorporated under CA 1965. Does this rule still apply or the company has to file the AFS within 18 months from the date of incorporation (if the company didn't adopt the constitution and still using the old M&A).
Q14. What does it means by acquire 'shares' in 228. Example : Is it the shares of Co AEC or shares held by Co AEC in another company?
Q15. CA1965, substantial shareholder need to lodge to Bursa. CA2016 can't find. Have you mentioned anywhere?
Q16. If on section 67 said can prepare a Deed to ask others to sign on behalf of Company or Director. Can be used for MOT or other s&P transaction?
Heightened Expectations of Company Directors under CA2016 (What to Look Out for in Year 2018)
Introduction
Training Content
Video Training
The Competent Company Secretary: Best Practices of Corporate Secretary under CA2016
Preview & Introduction
Training Content
Video Training
Removal of a Director and Disqualification of a Director
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