Lenders and Borrowers: What you need to know about the Companies Act 2016

 

In this article, we highlight certain aspects of the Companies Act 2016 (“CA 2016”) that have implications for Lenders and Borrowers.

A) Execution of documents: common seal is optional

Section 61 of CA 2016 now provides that a company may, but does not need to have the common seal.

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Madrid Protocol: Multi-country trade mark applications are on the horizon

 

One application = trade mark protection in multiple countries. It is only a matter of time before business owners can avail themselves of the harmonized process under the Madrid Protocol.

Malaysian business owners who want to expand beyond the country into other markets and to protect their trade mark in the process, would no doubt have been told that they would have to file separate applications in each country of interest. This would involve engaging the services of trade mark agents in the respective countries, and the costs and time involved in overseeing and coordinating the various applications would have added to the burden of expansion.

There is however, an alternative procedure available on the horizon, when Malaysia accedes to the Madrid Agreement Concerning the International Registration of Marks (“Madrid Protocol”).

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Legislation Update – Bankruptcy (Amendment) Bill 2016 passed by Dewan Rakyat

 

The Bankruptcy (Amendment) Bill 2016 was passed by the lower house of Parliament in March 2017. The next step will be for it to be passed by the Dewan Negara before it receives Royal Assent.

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Share and Capital Maintenance under the Companies Act 2016

This article is fifth in a series entitled A New Corporate Landscape: Key Changes under the Companies Bill 2015 that our clients should know about.

In this article, we outline the major changes relating to the management and restructuring of share capital under the Companies Act 2016 (“new Act”).

Key Change 10: No Par Value for Shares

Par value is the minimum price at which shares can be issued. Under the old Companies Act 1965, shares are issued with a par or nominal value and companies are required to declare authorised share capital. The new Act abolishes this concept.

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Welcome, Companies Act 2016: 5 immediate things to take note of

 

While many of us were overdosing on mandarin oranges and pineapple tarts last week, the Companies Act 2016 (“the new Act”) came quietly into force. Although its debut may have been overshadowed by the CNY celebrations, its far-reaching effects will no doubt become apparent, moving up your priority list long after the mah-jong table has been stored away, and the last yee sang for the year tossed.

To assist you in getting a quick handle on the new Act, here are 5 things to immediately take note of:

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New Companies Act 2016: Legal Link Alert

The Companies Commission of Malaysia has announced that it will start enforcing the Companies Act 2016 in stages from 31st January 2017. Hence, in the midst of the coming week’s Chinese New Year celebrations, corporate Malaysia will be waking up to a new landscape. Below is a brief checklist to help assess your level of preparedness for the coming into force of the Companies Act 2016.

No hiding in the shadows: Increased director’s accountability under Companies Act 2016

This article is third in a series entitled A New Corporate Landscape: Key Changes under the Companies Bill 2015 that our clients should know about.

As alerted in our previous issue of The Legal Link, the Companies Bill 2015 has received Royal Assent and shall come into force next year. We continue our series setting out the key changes under the new Act, and this time round, will examine changes relating to the accountability of directors in the running of companies.

Key Change 5: Heavier penalties for directors under the Act

The new CA 2016 imposes harsher sanctions for directors who breach the Act. The RM30,000 fine under the present Companies Act 1965 has been raised to a whopping RM3,000,000.00. Hence, directors found guilty of breaches constituting serious offences, may find themselves facing a five year term of imprisonment, a fine of RM 3,000,000.00 or even both without the possibility of compound (the CA 2016 has taken away the power of the Registrar to compound offences). Continue reading “No hiding in the shadows: Increased director’s accountability under Companies Act 2016”

Land Acquisition – Balancing the needs of two parties

In this two part series, Liew Siew Pen explains the legal framework and procedures governing compulsory land acquisition

Introduction

The law of land acquisition is principally concerned with the rules governing the procedures to be followed in acquiring the land by compulsory means and with the awarding of compensation to the dispossessed landowner.

The rights of a property owner in Malaysia are governed by the following legislations:-

1) The Federal Constitution;
2) The National Land Code 1965 /Land Ordinance (Sabah Cap 68) 1950/Sarawak Land Code (Cap.81) 1958;
3) The Land Acquisition Act 1960/Land Acquisition Ordinance (Sabah Cap. 69) 1950/Part IV of the Sarawak Land Code (Cap.81) 1958.

Under Article 13 of the Federal Constitution, the nature and extent of property rights of a person are as follows:

(1) No person shall be deprived of property save in accordance with law.
(2) No law shall provide for compulsory acquisition or use of property without adequate compensation.

The above provisions ensure that a person is not deprived of his property without adequate compensation being made.

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An Easier Meeting of Minds: Meetings/ Resolutions under the Companies Act 2016

This article is second in a series entitled A New Corporate Landscape: Key Changes under the Companies Bill 2015 that our clients should know about.

Since our first article in this A New Corporate Landscape series, the Companies Bill 2015 has received royal assent and has been gazetted as the Companies Act 2016 (from hereon and the rest of the series, the new Act will be referred to as “CA 2016”).

Once the CA 2016 comes into force, it will bring substantial changes to the manner in which a company is run, or corporate decisions made. Particularly, key changes are brought to the area of meetings and written resolutions. Continue reading “An Easier Meeting of Minds: Meetings/ Resolutions under the Companies Act 2016”

A New Take: 5 main highlights of the revised Takeover and Mergers Code and Rules 2016

As alerted in the last issue of The Legal Link, the Securities Commission (SC) had in August 2016 launched the revised Malaysian Code on Takeover and Mergers 2016 (“revised Takeover Code”), together with the accompanying Rules on Takeovers, Mergers and Compulsory Acquisition 2016 (“new Takeover Rules”). The revised Takeover Code sets out 12 general principles applicable to takeovers in Malaysia whilst the new Takeover Rules set out in detail the procedures and requirements to be followed.

 

Below, we have picked out 5 main highlights of the revised takeover and mergers framework, to bring to your attention:  Continue reading “A New Take: 5 main highlights of the revised Takeover and Mergers Code and Rules 2016”