SSM Licensed Secretary flashcards

32 cards. Read the term and the definition here. The deck at the top of this page is optional.

Companies Act 2016 commencement

The Malaysian Companies Act 2016 came into force on 31 January 2017, replacing the Companies Act 1965 and abolishing par value, authorised share capital, and the memorandum of association.

Private company member limit

A private company under the Companies Act 2016 may have no more than 50 members, with joint holders of shares counted as a single member for this purpose.

Company secretary appointment deadline

A company must appoint its company secretary within 30 days of the date of incorporation, and the secretary must be a member of a prescribed professional body or licensed by the Registrar.

Directors residency requirement

A private company must have at least one director ordinarily resident in Malaysia; a public company must have at least two directors, both ordinarily resident in Malaysia, and all directors must be at least 18 years old.

Annual return lodgement deadline

A company must lodge its annual return with the Companies Commission within 30 days of the anniversary of its incorporation date, together with the prescribed fee.

AGM deadline public company

A public company must hold its annual general meeting within six months of its financial year end and not more than fifteen months after the previous annual general meeting.

General meeting notice period

At least fourteen days' written notice is required for a private company general meeting and at least twenty-one days for a public company general meeting, unless the constitution provides a longer period.

Written resolution private company

A private company may pass a members' resolution in writing signed by all members entitled to vote, or by the majority permitted by its constitution, effective on the date of the last signature.

Directors statutory duties

Under section 213 of the Companies Act 2016, directors must act in good faith in the company's best interests, exercise powers for proper purposes, avoid conflicts, and exercise reasonable care, skill and diligence.

Business judgment rule

A director is not liable for a business decision made in good faith, on an informed basis, and in the honest belief it serves the company's best interests, provided no material personal interest exists.

Audit committee composition

A listed issuer's audit committee must have at least three members, all non-executive, with a majority including the chairman being independent, and at least one member financially literate.

Dividend solvency test

A company may pay dividends only out of available profits and only if the payment will not render the company unable to pay its debts as they fall due, as required by section 131.

Charge registration period

A charge created by a company must be registered with the Registrar within thirty days of its creation; late or unregistered charges are void against the liquidator and creditors.

Treasury shares rights

Shares repurchased and held as treasury shares carry no voting rights and no dividend rights while held by the company, and may later be cancelled or resold.

Capital maintenance doctrine

Share capital is treated as a creditor protection fund and may not be returned to members except through permitted routes such as dividends, capital reduction, buy-back, redemption, or winding up.

Share certificate issue period

A company must issue share certificates within sixty days of allotment or registration of a transfer, unless the constitution or terms of issue provide otherwise.

Variation of class rights

Variation of class rights requires either the written consent of holders of at least seventy-five per cent of that class or a special resolution passed at a separate class meeting.

Statutory demand period

A creditor may serve a statutory demand on a company; if the debt is not paid or disputed within twenty-one days, the company is deemed unable to pay its debts for winding-up purposes.

Judicial management moratorium

A judicial management order imposes a moratorium on legal proceedings against the company while the judicial manager prepares and implements a rescue plan for the company.

Liquidation priority order

In liquidation, secured creditors are paid from their security, then preferential debts such as wages and statutory contributions, then unsecured creditors, and finally members receive any surplus.

MFRS versus MPERS

MFRS applies to entities with public accountability, while MPERS is the private entity reporting standard for entities without public accountability, both issued by the Malaysian Accounting Standards Board.

Financial statements lodgement

Financial statements must be lodged with the Registrar within thirty days of the annual general meeting or the date of circulation to members, as applicable to the company type.

Retained earnings roll forward

Closing retained earnings equal opening retained earnings plus net profit after tax minus dividends declared and paid during the period, adjusted for prior period corrections.

SME corporate tax rate

Qualifying small and medium companies pay corporate tax at seventeen per cent on the first six hundred thousand ringgit of chargeable income, subject to paid-up capital and gross income thresholds.

Capital allowance rates

Capital allowances replace depreciation for tax purposes; initial allowance is typically twenty per cent and annual allowance is typically fourteen per cent for qualifying plant and machinery expenditure.

Form C submission deadline

A company must submit its annual tax return (Form C) within seven months of its financial year end, and its estimated tax payable (CP204) within thirty days of the basis period.

Contract essentials

A valid contract requires offer, acceptance, consideration, intention to create legal relations, capacity, and certainty of terms, as governed by the Contracts Act 1950.

Partnership liability

Under the Partnership Act 1961, a partnership is not a separate legal entity and partners bear unlimited joint and several liability for the debts and obligations of the firm.

LLP legal status

A limited liability partnership is a separate legal entity with perpetual succession, and partners' liability is limited to their agreed contribution under the LLP Act 2012.

LLP name suffix

A limited liability partnership must end its name with the suffix 'PLT' or 'LLP', and at least two partners must be registered before the Registrar issues the registration notice.

Sale of goods implied terms

The Sale of Goods Act 1957 implies terms as to title, description, fitness for purpose, and merchantable quality, with risk generally passing along with property in the goods.

Limitation period contract tort

In Malaysia the limitation period for actions in contract and in tort is six years from the date the cause of action accrues, subject to statutory exceptions.