A Brief Updates On Statutory Documents

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A Brief Updates On Statutory Documents

February 27, 2022 Corporate & Commercial Disputes General Knowledge 0

As we all know, the Companies Act 1965 has been repealed and replaced by the Companies Act 2016. Coming into force on the 31st of January, 2017, the 2016 Act was put in place to fix certain provisions that were problematic in the 1965 Act, such as the compliance provisions, procedures on the managing of the company, the formation of the company and etc.

In this article, we will be briefly talking about some of the changes (be it good or bad, we will leave it to you to decide) made in the 2016 Act in regards to statutory documents. 

1) Corresponding forms with the corresponding section

The new forms in the 2016 Act have been labeled according to their respective sections. Essentially, life has been made easier with these changes-  instead of us needing to remember the relevant applicable sections and all the forms required, we now only need to familiarize ourselves with the relevant sections, and the forms can be found there and then. 

2) Not just one form, but MANY forms

Forms are everywhere, way more than what was in the 1965 Act. For example, the previous Form 11 which covers six sections of the 1965 Act has now been dissected into nine separate Forms under the 2016 Act. 

**Form 11 of the 1965 Act deals with all notice of resolutions of a company that encompassed matters governed under Sections 21(2), 26(1) and (2), 28 (9),154 (1), and 254(2). With the 2016 Act, this has been replaced by 9 forms, each respectively can be found in sections 28, 36, 37, 40, 41(1), 41(2), 84, 95, and 117 of the 2016  Act.

Seems counterintuitive? It all depends on how you look at the cup (whether is half full or half empty). This is because, while there are definitely more forms you have to deal with and look at in the 2016 Act, all of the forms are section-linked. Essentially, it allows for better clarity as to the specific forms to be used and the governing rules thereof whenever we look at a particular section.

3) Having said that, there are definitely combined forms in certain instances

Not all is doom and gloom as there are some forms in the 1965 Act that have been combined into a single form in the 2016 Act.  For example, in order to change the name of a company in the 1965 Act, you will need both Forms 11 and 13A in order to do so. Now (with the 2016 Act) you will only need a Section 28 Form. 

Now, there is also a thing called “Superform”, intended to simplify the incorporation process. Essentially, the Superform now encompasses Form 6 of the 1965 Act, the company’s Memorandum and Articles of Association, and Form 48A, making life easier for all those who intend to incorporate a new company. 

4) A big neon sign deterring people from making false/ misleading statements

When you click on one of the forms in the 2016 Act, the pink elephant in the room (or if you miss it the first time around, here is a reminder for you not to miss it) is that in all the new forms, whoever lodges it will be warned immediately on the consequences of making a false or misleading statement. In the event you lodge a false or misleading statement, you can be imprisoned not exceeding 10 years and fined not exceeding RM3,000,000.00 or both. 

5) Replacement everywhere

Earlier, we talked about new forms and also combined forms. Here we will briefly talk about some of the forms that have been replaced in the 2016 Act: 

a. Form 9 – Certificate of incorporation of a private company (has since been replaced by Section 15 – notice of registration and Section 17 – application for registration of a company)

b. Form 24 – Return of allotment of shares and Form 44 – notice of situation of registered office and of office hours and particulars of changes (has since been replaced by Section 14 – Application for Registration of a Company)

c. Form 49 – Return giving particulars in the register of directors, managers, and secretaries and changes of particulars (has since been replaced by Section 14 – Application for registration of a company and Section 58 & 236(2) – Notification of appointment of the first company secretary)

d. M&A – Memorandum and Articles of Association (has since been replaced by Companies Constitution under Section 31(1) CA 2016. In the absence of the Companies Constitution, each director and each member of the company shall have the rights, powers, duties, and obligations as set out in the Companies Act 2016.)

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