The
Companies Commission of Malaysia (SSM) has introduced a speedier registration charter for businessmen to
help them stay competitive. New business registrations will now be approved in about
an hour while registration renewal and termination of businesses will take just
15 minutes. Approval for a trust deed and registration of prospectus can now be
done in five days. SSM has also increased its service counters to help the business
community, especially small and petty traders, register and renew their licences.
These speedier response rates are part of the new client charter according to the
Domestic Trade and Consumer Affairs Minister Datuk Shahrir Abdul Samad. He also
said the amendments to the Companies Act last year had strengthened the national
corporate governance framework. The introduction of a mandatory whistleblowing provision
for auditors of public companies and a nonobligatory whistleblowing provision for
executives of companies have given a degree of protection to whistleblowers. Besides
giving statutory recognition to the board of directors, it also accorded certainty
on the degree of care, skill and diligence required of directors.
~ New Straits Times ~
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Requirements Relating to the Lodgement of Annual Return of Companies
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| 1. |
This Practice Note serves to inform the requirements under section 165 of the Companies
Act 1965 (CA 1965) relating to the lodgement of annual returns with the Registrar
of Companies.
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Lodgement of Annual Returns
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| 2. |
Section 165 of the CA 1965 requires all companies to lodge annual return within
one (1) month after the annual general meeting (AGM). The annual return of a company
shall be in accordance with the Eighth Schedule to the CA 1965 and be accompanied
by such copies of documents as are required or such certificates or other particulars
as prescribed in Part II of that Schedule.
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| 3. |
Part II of the Eighth Schedule requires the following attachment:
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| (i.) |
a copy of the last audited accounts comprising the balance sheet and profits and
loss accounts (including every document required to be attached thereto); and
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| (ii.) |
a copy of the auditor’s report.
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| 4. |
Part II of the Eight Schedule also stated that in the case of an exempt private
company that is solvent, the attachment of the audited accounts may be substituted
by a certificate signed by a director, a company secretary and auditor stating that:
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the company is an exempt private company;
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an audited accounts in compliance with the provisions of the CA 1965 has been tabled
in the company’s AGM; and
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| (c.) |
the company is able to meet it liabilities as and when they fall due as at the date
of the audited profit and loss account.
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| 5. |
The audited accounts must be certified by a director or a manager or a company secretary
to be a true copy of such documents. The audited accounts or the certificate relating
to exempt private company, as the case may be, must either be in ‘Bahasa Malaysia’
or English and if they are in any other languages, the translation in ‘Bahasa Malaysia’
or English must be provided.
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| 6. |
Therefore, any lodgement of annual returns without the inclusion of an audited accounts
or a duly signed certificate relating to exempt private company constitute an incomplete
submission and will not be accepted by the Registrar.
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| 7. |
The practice adopted by some companies which lodge annual returns without attaching
the audited accounts is not in accordance with the requirements of the CA 1965 as
well as the principles of good corporate governance. The statement/explanation that
such documents is not ready and to be laid at an adjourned AGM does not justify
the lodgement of annual return without the audited accounts.
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| 8. |
As the laying of the audited accounts is one of the ordinary businesses of an AGM,
the AGM should only be called when the audited accounts are ready and sent to all
members at least 14 days before the meeting or less if agreed to by all members
as required under section 170 of the CA 1965. Therefore, the question of adjourning
an AGM to a later date to lay the audited accounts only when they are ready does
not arise.
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Effective Date
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| 9. |
Henceforth, annual returns with respect to AGMs held in the calendar year 2008 and
thereafter would only be accepted for lodgement by the Registrar if they are accompanied
with a copy of the relevant audited accounts or, where applicable, a duly signed
certificate relating to exempt private company.
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| 10. |
This Practice Note serves to reiterate SSM’s stance for annual returns to be lodged
together with audited accounts.
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| ~ Registrar of Companies Companies Commission of Malaysia 13 June 2008 ~ |