Companies Act 2016 (Act 777).

This Act consisting of 620 articles aims at reforming the company landscape in Malaysia. It establishes that (i) a company shall have one or more members; (ii) companies can generally be classified as (1) limited and unlimited liability companies and (2) public and private companies; (iii) to form a company it is sufficient that the Registrar of Companies (‘ROC’) assigns a registration number to the company and issues the notice of registration upon compliance of the procedure and payment of the appropriate fee; (iv) who signs a pre-incorporation contract will be personally liable on the contract or transaction accordingly; (v) rights, powers, duties and obligations of the company, director and member are prescribed by the present Act unless modified by the company’s constitution. The company’s constitution can modify any of those rights, powers, duties and obligations only if the Act permits it; (vi) a company shall have the capacity to carry on or undertake any business or activity. Nonetheless, if the company has a constitution which states the company’s objects, it shall be restricted from carrying on any business or activity that is not within those objects. Other then these main rules, the Act deals also with (i) Share Capital; (ii) Share Certificate; (iii) Transfer of shares; (iv) Directors (the minimum number is one for a private company and two for a public company); (v) Company Secretary; (vi) Company Accounts; (vii) Auditor; (viii) Company Meetings; (ix) Resolutions; (x) Corporate Restructuring; (xi) Liquidation of Companies.