Statutory Documents post Companies Act 2016

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The previous Companies Act, i.e. Companies Act 1965 (“the 1965 Act”) was replaced by the current Companies Act 2016 (“the 2016 Act”) which came into force on the 31st of January, 2017. The changes were made to simplify myriad issues in the previous legislation, such as the compliance provisions, procedures on the managing of the company, the formation of the company and etc.

We will be laying down some general observation on the changes that was made in the statutory documents, dealing exclusive with the statutory documents that has been replaced this time round.

companies act 2016, fareez shah and partners, fareezlaw

Here are some of the general observations that we noticed in the new forms:

1) Revised act, revised name

The first observation is that the new forms are labelled according their respective sections. This has made everyone’s day a lot easier. Instead of having to remember the relevant applicable sections and all the forms required them, we now only need to familiarize ourselves with the relevant sections, and the forms will be easily found!

For example, Form 11 of the 1965 Act which deals with all notice of resolutions of a company which encompassed matters governed under Sections 21(2), 26(1) and (2), 28 (9),154 (1), and 254(2) has been replaced with a Form for each of sections 28, 36, 37, 40, 41(1), 41(2), 84, 95 and 117.

But by the looks of it, isn’t there more forms to remember? Well, here is our second observation.

2) Forms are everywhere

Yes, there are more forms in the 2016 Act… Way more. As mentioned prior, the previous Form 11 which covers six sections of the 1965 Act has now been dissected into nine separate Forms under the 2016 Act.

Although there is a lot more paperwork to deal with when it comes to the 2016 Act, the series of new section-linked forms allows for better clarity as to the specific forms to be used and the governing rules thereof.

3) The Super Forms

Some forms in the 1965 Act have been combined into a single form in the 2016 Act. For example, in order to change the name of a company in the previous act, you will need both Forms 11 and 13A in order to do so. Now you will only need a Section 28 Form.

Also, the 2016 Act has introduced a Superform as a single form for the application of incorporation. The Superform essentially combined 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) Truth be told

If you clicked on the forms in the 2016 Act, one of the immediate thing you will notice is that in all the new forms, whoever lodges a new form will be warned immediately on the consequences on making a false or misleading statement. For your convenience, we will summarize it for you.

The following new statutory forms under the new CA 2016 will be replacing the following old statutory forms under the old CA 1965 in the following manner:

CA 1965CA 2016
  • Form 9 – Certificate of Incorporation of Private Company
  • Section 15 – Notice of Registration
  • Section 17 – Application for Registration of a Company
  • Form 24 – Return of Allotment of Shares
  • Section 14 – Application for Registration of a Company
  • Section 78 – Return of Allotment of Shares (all Section 105 need to be read together with all Form 24)
  • Form 32A – Form Transfer of Securities
  • Section 105 – Form of Transfer of Securities (all Section 105 need to be read together with all Form 32A)
  • Form 44 – Notice of Situation of Registered Office and of Office Hours and Particulars of Changes
  • Section 14 – Application for Registration of a Company
  • Section 46(3) – Notification of Change in the Registered Address (only the latest Section 46(3) is required)
  • Form 49 – Return Giving Particulars In Register of Directors, Managers and Secretaries and Changes of Particulars
  • Section 14 – Application for Registration of a Company
  • Section 58 & 236(2) – Notification of Appointment of the First Company Secretary
  • M&A – Memorandum and Articles of Association
  • Replaced with Companies Constitution under Section 31(1) CA 2016 and in the absence of 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.

Anyone who lodges any Form under the 2016 Act will need to fill up their personal information. In the event of a false or misleading statement being lodged, that person can be held liable to imprisonment not exceeding 10 years and a fine not exceeding RM3,000,000.00 or both. You will find no such warning in the forms of the 1965 Act when submitting a statutory declaration.

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