Company Secretarial Practice (Companies Act 2016 and Beneficial Ownership)

Welcome and Programme Overview

Objectives, participants' own entity types and where their current pain sits.

The Companies Act 2016 Framework

What changed from the 1965 Act and which old habits are now wrong: no more memorandum and articles as such, the constitution as optional, no par value, the single director and single member private company, and the solvency-based approach. Company types and their different obligations. The Companies Commission of Malaysia and its powers. Where the Act, the regulations, SSM practice notes and the Listing Requirements each bite.

Break

The Company Secretary: Appointment, Duties and Liability

Qualification and appointment, including membership of a prescribed body or an SSM licence, and the practicing certificate. Appointment, resignation and removal, and the vacancy rules a company cannot leave open. The secretary's statutory duties and the wider governance role. Personal liability, and the offences a secretary can commit personally. The relationship with the board and what to do when instructed to do something improper, which is the situation that ends careers.

Directors, Officers and the Register of Directors

Appointment, qualification and disqualification of directors. Directors' statutory duties under the Act, and how they interact with the s.17A corporate liability offence for corruption that participants may already know from the anti-corruption courses. Alternate directors. Resignation, removal and vacation of office. Register of directors, managers and secretaries, and the notification deadlines to SSM.

Lunch

Statutory Registers and Records

The full set of registers a company must keep, their required contents, where they must be kept and who may inspect them. Register of members, and the difference between a member and a beneficial owner, which is the confusion that derails beneficial ownership compliance. Share certificates, transfers and transmissions. Registers of charges, debenture holders and substantial shareholders. Retention, storage and the consequences of an incomplete register during due diligence. Workshop: participants correct a deliberately defective register set.

Break

Board Meetings, Resolutions and Minutes

Convening a board meeting: notice, quorum, chairing and participation by technology. Conflicts of interest and disclosure of interest in contracts, and how the minute must record it. Written resolutions of directors. Minute writing that records the decision and the basis for it without transcribing the argument. Common minute failings that surface years later in litigation or a regulatory review. Workshop: participants draft minutes from a recorded board discussion.

Day 1 Review

General Meetings and Shareholder Decisions

Annual general meetings for public companies and the written resolution regime that replaced them for private companies. Convening a general meeting, notice periods, quorum, proxies and voting. Ordinary and special resolutions and which decisions require which. Members' rights, including requisition and the remedies for oppression. Virtual and hybrid meetings and the requirements that apply to them.

Break

The Beneficial Ownership Regime

The reporting framework introduced through the Companies (Amendment) Act 2024: who is a beneficial owner, the control tests beyond simple shareholding, and why the register of members does not answer the question. Obtaining and verifying beneficial ownership information, and the statutory notices a company can issue to compel it. Keeping the register of beneficial owners, lodging with SSM and updating within the required timeline. Exemptions. Nominee and trust arrangements, layered ownership and foreign parents. Offences and penalties. How this obligation feeds directly into AML/CFT customer due diligence and the integrity due diligence a counterparty will run on you. Workshop: participants trace beneficial ownership through a layered group structure.

Lunch

The Annual Compliance Cycle and SSM Filings

The annual return and its deadline. Financial statements: circulation, lodgement and the exemptions available. Audit and the audit exemption criteria for qualifying private companies. Common event-driven filings: changes in directors and secretary, registered office, share capital, constitution and company name. Filing through the SSM portal. Late lodgement, compounds and the strike-off risk. Building a compliance calendar for a company and for a group.

Break

Corporate Actions and the Awkward Situations

Share issues, allotments, transfers and buy-backs. Capital reduction and the solvency statement. Dividends and the solvency test that must precede them. Changes to the constitution. Members' voluntary winding up and strike-off, and choosing between them. Handling a deadlocked board, a missing director, a lost register and a company whose records were never properly kept, which is the state a new secretary most often inherits.

Own-Company Compliance Review

Participants review their own company or group against a supplied checklist covering registers, filings, beneficial ownership and the meeting cycle, and leave with a prioritised remediation list.

Wrap-Up and Q&A

Key takeaways, next steps, and close.