10 SIDC CPE Points

10 SIDC CPE points
May be applied
towards SSM CPE
Points
Companies Bill
Symphony Digest
Sdn. Bhd.
( 8 7 0 3 5 9 - P )
69-3, Block F
Zenith Corporate
21 April 2015
Park
Jalan SS7/26
Kelana Jaya
47301 Petaling Jaya
Selangor
T:603-78062806/16
603-78872806
F:603-78062800
[email protected]
www.symphonydigest.com
The Companies Bill is expected to replace the Companies Act with
many changes to key provisions.
Companies undertaking or
planning to undertake corporate and strategic restructuring must
take these changes into consideration to avoid having to go back to
the drawing-board later. This workshop enables the management
and the board of directors to learn and discuss the impact of these
material changes within the company’s own environment.
COMPANIES ACT WILL BE REPLACED BY
COMPANIES BILL
Symphony Digest Sdn. Bhd. is
an official training partner of
Bond Pricing Agency Malaysia
Sdn. Bhd.
Who Should Attend?
 Investment Bankers

Accountants
 Commercial & Corporate
Bankers

Fund Managers

Compliance Officer
 Corporate Advisors

Directors
 Company Secretaries
 Entrepreneurs
 Corporate Professionals
 CMSRL Holders
 Corporate Governance
Practitioners
 Public
Course Outline
Shares - Changes to Rules of Allotment,
Issuance, Buy Back, Redemption, etc
• The no par value shares regime
 Effect on share premium account
and capital redemption reserves
Meetings of Board & Shareholders Procedures & Changes
• Board meetings
 The codification of board
meetings in the 4th Schedule,
implications and weaknesses
• Allotment of shares
 Powers to directors to allot shares
without shareholders’ approval,
issuance of share certificates for
private companies
• Issue of new shares
 Pre-emptive rights of shareholders
to new shares issued
• Transfer of shares
 Requirement for instrument of
transfer, refusal of registration of
transfer
• Passing of members’ resolutions
 Simplifying the definition and
requirements of Ordinary
 Special Resolutions, circulation
of members’ written resolution
at general meetings
• Written Resolutions
 Simplifying the rules on
members’ written resolutions,
requirements, implication and
effect
• Proxies
• Solvency test for redemption of
shares, financial assistance for buying
of shares and reduction of share
capital
 Procedures, implication & offences
• Reduction of share capital
 New provision to facilitate the
reduction of capital & procedures
• Dividends
 Rules on payment & directors’
liability
 Change to rules on appointment
& termination of proxies
• Notice of meetings
 Giving of notice in electronic
form, contents of notice &
changes to the giving of special
notice to remove directors and
auditors
• Attendance of auditors at general
meetings
 New rules on attendance of
auditors
• Procedures at general meetings
 Venue of meetings, quorum,
chairman & his powers, duties &
responsibilities
Incorporation of Companies & Company
Administration - Changes & Procedures
• Incorporation
 Changes to rules of incorporation
& requirements, waiver for
requirement of a constitution
• One Person Company
 New business vehicle allowed
under the new Bill, its implications
& pitfalls
• Registered office
 Purpose and requirements of a
registered office & keeping of
documents at registered office,
rights of inspection of documents
at registered office
• Form of documents to be kept under
the Act
 Relaxation of the requirements
compared to the Companies Act
1965
• Changes to statutory registers
 Deadline for effecting changes &
duties of a company
• Execution of documents
 Execution of documents without a
common seal
New Corporate Rescue Mechanism
• Judicial Management
 Process, criteria & procedures,
appointment & disqualification of
judicial manager, effect of judicial
management order, powers &
duties of judicial manager, rights
of creditors
• Corporate Voluntary Arrangement
 Process, criteria & procedures,
implementation of proposal,
challenging of decisions
• Winding Up
 Changes to the definition of
‘inability to pay debts’, effective
date of commencement of winding
up
• Striking off company from the register
 Clarifying the rules and powers of
the Registrar, simplifying the rules
and procedures for striking off
Trainer’s Profile
Kenneth Foo is a Chartered Company Secretary practising since 1991 under
his firm of KL Management & Secretarial Services. As a Practising Chartered
Secretary, he offers advice and consulting on corporate secretarial, accounts and
finance, management consultation and planning, company administration and
company law matters.
Mr Kenneth Foo attended TAR College in 1980 where he sat for and passed the
examinations conducted by the Institute of Chartered Secretaries &
Administrators, United Kingdom in 1982. Subsequently, he also sat for and passed
the examinations conducted by the University of London (External) and obtained
the Bachelor’s Degree in Law (2nd Class Honours) in 1992. He also sat for and
passed the Certificate in Legal Practice (CLP) conducted by the Legal Qualifying
Board in 1993.
He has been practising as a Chartered Secretary under his own firm, KL
Management & Secretarial Services since 1991. Kenneth served as a Council
member of the Malaysian Institute of Chartered Secretaries & Administrators
(MAICSA) from 2006 to 2009 and has been a member of various Committees in
MAICSA since 2003 until to-date. Kenneth is currently the honorary secretary of
the Malaysian Corporate Counsel Association, a non-governmental organization
focused on in-house and corporate counsels in Malaysia.
He is also an adjunct lecturer at Kolej Tunku Abdul Rahman in case studies,
corporate law, corporate secretarial practice and corporate governance. Kenneth is
an accredited speaker for MAICSA, the Malaysian Association of Company
Secretaries (MACS), the Malaysian Institute of Accountants (MIA) and the training
arm of Suruhanjaya Syarikat Malaysia, COMTRAC.
Other Upcoming SIDC CPE Workshops
The Anti-Money Laundering and Anti-Terrorism
Financing Act 2001 – What Every Professional in
the Financial Industry Must Know
(28 April 2015)
How to Avoid Mistakes in the Stock Market
(29 April 2015)
Contract Law of Financial Professional
(28 May 2015)
For
Registration: Companies Bill (21 April 2015)
Name:
Name:
Designation:
Designation:
Department:
Department:
Company:
Company:
Address:
Address:
Tel:
Tel:
Fax:
Fax:
Email:
Email:
CMSRL Holder:
Yes
No
CMSRL Holder:
Yes
SALE
No
Contact for administrative matters if different from above
Name:
Department:
Tel:
Fax:
Email:
Date: 21 April 2015 (Tuesday)
Workshop duration and time: 1 day, 9.00 am to 5.00 pm
Venue: Bukit Kiara Equestrian & Country Resort, Kuala Lumpur
Course fee (inclusive of course materials, lunch and 2 tea breaks): RM400
Registration is confirmed upon receipt of payment, unless otherwise notified.
Payment Options
Cheque
Bank ___________Cheque No. _____________Amount RM ____________
Payable to Symphony Digest Sdn. Bhd.
*Please write company name and programme at the back of the cheque and
mail to 69-3, Block F, Zenith Corporate Park, Kelana Jaya, 47301 Petaling
Jaya, Selangor.
Bank
Transfer
Account holder: Symphony Digest Sdn. Bhd.
Bank: Maybank Berhad A/C No.: 512688105442
*Please e-mail or fax (03-7806 2800) us the bank-in slip / transfer
confirmation together with the completed registration form.
Note: For cancellations less than 14 days before event or non-arrival on the training day, no refund will be given. Substitution is
allowed. . Should the number of participants be too low to make the course a meaningful learning experience, Symphony reserves
the right to postpone or cancel the course.