What does a Local Company formed in Malaysia require?

Generally, a local company is required to:

1. Convene an annual general meeting (AGM) yearly (for public company);
2. Lodge the annual return and audited accounts yearly (decoupling);
3. Lodge statutory documents when there are changes in the   registered particulars [Form of Section 58 – Notification of Change in the Register of Directors, Managers and Secretaries], registered office [Form of Section 46 – Notification of Change in the Registered Address] or matter relating to share capital of the company [Form of Section 74 – Return of Allotment of Shares], and
4. Lodge various other statutory documents that need to be notified or registered with SSM (e.g. Notice of Resolution, Statement Containing Particulars of Shares Allotted Otherwise Than For Cash, Notice of Redemption of Redeemable Preference Shares, Notice of Increase in Share Capital etc).
    

AGM (for public company)

Section 340 of the CA requires every public company shall hold its first AGM within 18 months of its incorporation. The subsequent AGM must be held once in every calendar year and not more than 15 months after the holding of the last preceding AGM. If the company holds its first AGM within 18 months after the date of its incorporation, the company need not hold an AGM for the year of incorporation or the following year.

Annual Returns

Section 68 of the CA requires all companies to lodge the annual return for each calendar year not later than thirty days from the anniversary of its incorporation date.

The above requirement is not applicable to a company in the calendar year in which it is incorporated.

The annual return of a company shall contain the following particulars:

(a) the address of its registered office;

(b) the nature of its business;

(c) the address of the places where its business is carried on including branch, if any;

(d) the address at which its register of members is kept, if not kept at the registered office;

(e) the address at which its financial records are kept, if not kept at the registered office;

(f) in the case of a company with a share capital, the summary of its shareholding structure, including debentures;

(g) the total amount of its indebtedness;

(h) the particulars of directors, managers, secretaries and auditors;

(i) the list of its members; and

(j) such other information as the Registrar may require.

The Registrar shall have the power to determine the form and manner in which the annual return is to be lodged.

The annual return shall be signed by a director or secretary of the company.

If the particulars required are unchanged from the last preceding annual return, the company shall be allowed to lodge a statement signed by a director or a secretary certifying that there is no change in any of the matters stated from previous years.

A public company which has more than five hundred members and provides reasonable opportunities and facilities for a person to inspect and take copies of its list of members and its particulars of shares transferred need not comply with the requirement under (i) if it is included in the annual return-

(a) a certificate by the secretary that the company is of a kind to which this subsection applies; and

(b) a list showing the prescribed particulars of the twenty largest holders of each class of equity shares.

The Registrar may strike a company off the register as provided in section 549, if the company fails to lodge annual return for three or more consecutive years.

Accounts

Section 245 of the CA requires a company, the directors and managers of a company shall cause to kept the accounting and other records to sufficiently explain the transactions and financial position of the company and enable true and fair profit and loss accounts and balance sheets and any documents required to be attached thereto to be prepared and cause the accounting and other records to be kept in a manner as to enable the accounting and other records to be conveniently and properly audited.

As required under the section 257 of the CA, every company shall send a copy of its financial statements and reports for each financial year to every members of the company, every person who is entitled to receive notice of general meetings, every auditor of the company, and every debenture holder of the company on a request being made to the company.

Section 258 of the CA requires the circulation of financial statements and reports for a private company, shall be within six months of its financial year end and for a public company, shall be at least twenty-one days before the date of its annual general meeting. In relation to a public company, the financial statements and reports may be circulated at a shorter period if it was agreed by all the members entitled to attend and vote at the annual general meeting.

Notice of Change of Directors, Managers and Secretaries or Changes of their Details

Section 58 of the CA requires a company shall notify the Registrar within fourteen days from the date after its incorporation, the particulars required to be specified under section 57, of any change in the name, residential address and other prescribed particulars of any director, manager or secretary or the service address of any director, after a person ceases to be, or becomes, a director of the company, the particulars required to be specified in the register required under section 57, after a person becomes a manager or secretary of the company, specifying the full name, address and other occupation, if any, of that person, and after a person ceases to be a manager or secretary of the company.

Notice of Change of Registered Office

Section 46 of the CA requires a company shall at all times have a registered office in Malaysia to which all communications and notices may be addressed. The registered office shall be open and accessible to the public during ordinary business hours. The Registrar shall be notified of any change in the address of the registered office within fourteen days of such change.